JARDINE MATHESON
Annual Report
Contents
Strategic Report
Introduction 1
Highlights 2
Creating Value at Jardines 4
Group Structure 12
Businesses at a Glance 14
Chairman’s Statement 16
Group Managing Director’s Review 20
Financial Review 44
Sustainability 50
incorporated in Bermuda and has a primary
listing in the standard segment of the London
Stock Exchange, with secondary listings in
Bermuda and Singapore. Jardine Matheson
Limited operates from Hong Kong and provides
management services to Group companies.
www.jardines.com
for more information
Jardine Matheson Holdings Limited
Jardine House
Hamilton
Governance Report
Directors’ Profiles 56
Corporate Governance 58
Principal Risks and Uncertainties 74
Shareholder Information 79
Financial Report
Financial Statements 80
Independent Auditors’ Report 180
Five Year Summary 189
Responsibility Statement 190
Group Offices 191
Jardine Matheson Annual Report 2021
Jardine Matheson is a diversified Asian-based
group founded in China in 1832, with unsurpassed
experience in the region.
We comprise a broad portfolio of market-leading
businesses, whose activities are closely aligned
to the increasingly prosperous consumers of the
Asian region.
Where We Operate
We operate principally in China
andSoutheast Asia, where our
subsidiaries and affiliates can
leverage our vast experience,
expertise, networks and
long-standing relationships in the
region. Our goal is to support our
Group companies and provide them
with financial and other resources,
inorder to create value and help
ourbusinesses achieve sustainable
growth over the long term.
Our Approach
Integrity, steadfastness, collaboration
and an entrepreneurial spirit are
values which inspire us. They also
underpin how our businesses
operate, as they provide products,
services and experiences that impact
the lives of many millions every day.
These values also apply in our
workspaces, where we strive to
provide positive, safe working
environments. We are also committed
to supporting and improving our
communities through programmes
that make a difference in areas
including education, mental health,
the environment and more.
Our Operations
Across the Group, our over 400,000
employees work in a wide range
ofbusinesses in major sectors
including motor vehicles and related
operations, property investment and
development, food retailing, health
and beauty, home furnishings,
engineering and construction,
transport services, restaurants,
luxuryhotels, financial services,
heavy equipment, mining and
agribusiness.
Jardine Matheson Annual Report 2021
Rest of the World
%
By geographical area*
Southeast Asia
%
Highlights
* Based on underlying profit attributable to shareholders before corporate and other interests, which amounted to US, million.
Analysis of underlying profit attributable to shareholders of US$1,513 million
• Underlying net profit up 39% against 2020, 5% below 2019
• Increased earnings per share and enhanced corporate governance through
simplification of Group’s parent company structure
• Underlying earnings per share US$4.83, up 64% against prior year and 14% higher
than 2019
• Good recovery in Southeast Asia, led by Astra
• Motors business performs strongly, led by Zhongsheng and UK Motors
• Mandarin Oriental sees strong recovery with underlying loss significantly reduced
• DFI Retail transformation offsets continued operating challenges, but results impacted
by associate Yonghui’s substantial loss
• Full year dividend at US$2.00, up 16%
By business*
%
Jardine Pacific
USm
%
Hongkong Land
USm
DFI Retail Group
USm
%
Jardine Cycle & Carriage
USm
%
Jardine Motors
USm
%
(%)
Mandarin Oriental
(USm)
By sector*
%
USm
Property
%
USm
Motor vehicles
%
USm
Engineering,
heavyequipment,
mining &
construction
%
USm
Financial services
(
%
)
(USm)
Hotels
%
USm
Others
%
USm
Retail &
restaurants
China
%
%
Astra
USm
Jardine Matheson Annual Report 2021
* Based on underlying profit attributable to shareholders before corporate and other interests, which amounted to US, million.
#
Excluding net borrowings of financial services companies.
†
Including expenditure on properties for sale and associates and joint ventures.
The Group uses ‘underlying profit’ in its internal financial reporting to distinguish between ongoing business performance and non-trading items, as more fully described in note to the
financial statements. Management considers this to be a key measure which provides additional information to enhance understanding of the Group’s underlying business performance.
Improvements to underlying profit attributable to shareholders and underlying earnings per share benefitted from the impact of the Company’s acquisition of the remaining % minority
interest in Jardine Strategic. Excluding the impact of this Group simplification, increases in underlying net profit and underlying earnings per share in were % and %, respectively.
US$,m
Underlying profit
before tax
US$,m
Total assets
,
People employed
US$,m
Gross revenue
US$,m
Underlying profit
attributable
to shareholders
US$,m
Net borrowings
#
US$,m
Total capital investment
†
US$,m
Shareholders’ funds
Underlying Earnings per Share (US$)
Highlights
.
.
.
.
.
Net Asset Value per Share (US$)
Highlights
.
.
.
.
.
Underlying earnings per share (US$) Net asset value per share (US$)
2021 financial highlights
Results
USm
USm
Change
%
Gross revenue including 100% of associates and joint ventures , ,
Revenue , ,
Underlying profit before tax
, ,
Underlying profit attributable to shareholders
, ,
Profit/(loss) attributable to shareholders , () n/a
Shareholders’ funds , ,
US US %
Underlying earnings per share
. .
Earnings/(loss) per share . (.) n/a
Dividends per share . .
Highlights
Jardine Matheson Annual Report 2021
Creating Value at Jardines
Jardine Matheson (‘Jardines’ or the ‘Group’) is a diversified family group,
operating in multiple industries across our core geographies of China and
ASEAN. We maintain a sustainable balance of both growth (Indonesia and
Vietnam in particular) and developed markets (Hong Kong and Singapore).
We have deep roots across the region and have been partnering with
founders and management for 190 years to build and grow successful
companies. Our Group companies serve millions of people each day and
support the communities in which they operate. Today, we have over
400,000 employees and generate a gross revenue of over US$109 billion.
This section of the Annual Report describes in more detail Jardines’
approach to business and how we create value, both at a Group level and
for our investee companies.
Our Investment Principles
Throughout its long history, Jardines has successfully grown its businesses by following a series of core investment
principles. We have always invested in sectors where there is strong growth, in leading companies, and with people
in whom we trust. We have also always focussed on evolving our portfolio to reflect changes in the environment in
which we operate and the needs of our customers, and have invested in new sectors and businesses, or divested
non-core businesses and exited sectors, whenever it has been appropriate.
Our application of these principles over many years has led to the diverse portfolio we have today, and has delivered
steady growth in returns, through economic cycles.
The Group uses underlying profit in its internal financial reporting to distinguish
between ongoing business performance and non-trading items.
Cumulative underlying profit of US. billion is before corporate and other
interests, and excludes Jardine Lloyd Thompson profits (sold in ).
Diversified long-term portfolio delivering resilient profit and
cashflows through business cycles...
2017-2021 cumulative underlying profit by business
of US$7.4 billion
1, 2
… supporting consistent uptrend in dividends
(%)
%
%
%
%
%
%
DPS
(US$)
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Operating cashflows
(US$bn)
Global nancial crisis
COVID-19
pandemic
HK
social
unrest
Global nancial crisis
COVID-19
pandemic
HK
social
unrest
16-Yr CAGR = 15%
16-Yr CAGR = 10%
DPS
(US$)
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Operating cashflows
(US$bn)
Global nancial crisis
COVID-19
pandemic
HK
social
unrest
Global nancial crisis
COVID-19
pandemic
HK
social
unrest
16-Yr CAGR = 15%
16-Yr CAGR = 10%
Enduring
partnerships and
co-operation
Localised
knowledge and
relationships
Financial
strength
Engaged owner
and operator
Long-term strategic
approach
How we
create value
Jardine Matheson Annual Report 2021
Creating Value at Jardines
Long-term Strategic Approach
We are a family group which takes a long-term view
onAsia’s development. We are steadfast in our
investment approach, seeing through short-term
periods of volatility. Some of our biggest businesses,
such as Hongkong Land, DFI Retail Group (‘DFI Retail’)
and Jardine Cycle & Carriage, have been operating
successfully for well over a century. We apply a
long-term mindset to managing a truly diversified
portfolio of businesses which generate strong and
stable cashflows regardless of cycles, while building
long-term value for the portfolio as a whole.
This is exemplified by our relationship with Astra,
which has seen this leading Indonesian conglomerate
go from strength to strength over the past 21 years
since we first took a stake in the business. We are
well-positioned to capture future growth opportunities,
with a focus on the growth markets of the Chinese
mainland and ASEAN, while benefitting from our
leading positions in the well-established markets of
Hong Kong and Singapore.
These characteristics are explored in more detail below.
How We Create Value
Our stewardship of the Group as a whole and its individual businesses creates value through five core attributes which
set us apart from other companies:
Astra
PT Astra International Tbk (‘Astra’) was
established in Jakarta in 1957. It was listed on the Indonesia
Stock Exchange in 1990. Jardines began its successful long-
term investment in the leading Indonesian conglomerate in
2000, when it acquired a 40% interest. Our investment took
place against the volatile backdrop of the 1997 Asian Financial
Crisis, when therest of the world was still anxious about
developments in SoutheastAsia. In subsequent years,
weincreased our stake and nowown just over50% of Astra.
Over the past 21 years, Jardines has been a supportive
shareholder of Astra and its management, working closely
withthe group, sharing networks and partnerships, and
deploying talent and resources, as it has expanded its
business, growing in scale to become one of the leading
companies in Indonesia. Astra today has interests across a
wide range ofsectors, including automotive, financial services,
heavy equipment, mining and construction, infrastructure and
logistics, and agribusiness. It continues to evolve its portfolio
and enter new sectors in order to drive sustained growth,
demonstrated through the establishment of Astra Digital and
most recently by its investments in Gojek, Sayurbox and
Halodoc, fast-growing digital businesses in Southeast Asia.
Jardine Matheson Annual Report 2021
Creating Value at Jardines
Localised Knowledge and Relationships
The Group’s unparalleled regional network and connections create
a real advantage as we use the deep local knowledge gained to
work with our Group companies to evolve their businesses and
position them well for future growth.
The management of Jardine Matheson prioritises the maintenance
of strong relationships with key businesses, governments and
other stakeholders in each of the markets where we operate,
and our businesses utilise and benefit from these relationships.
We also have individual Country Chairs based in every major market
in Asia, who together with the management of our local businesses,
play an important role in maintaining and enhancing our local
relationships and knowledge. This approach gives us deep
first-hand understanding of each of our markets and exceptional
levels of access to key stakeholders there. It also helps us source
for investment opportunities.
Financial Strength
We take a disciplined long-term approach to
capital allocation, to maximise financial and
strategic value.
Over time, we have developed deep relationships
with a diverse portfolio of well-capitalised,
leading banks and corporate partners, which
have supported our financial strength.
Our approach is underpinned by always
maintaining a strong balance sheet and liquidity
position, for both Jardine Matheson and its
subsidiaries. This position has enabled the
Group to move with confidence in making some
of our most substantial past acquisitions at
times of market dislocation.
Enduring Partnerships and Co-operation
We have a track record of building long-term partnerships,
collaborating with founders and management to achieve
mutual and shared success. Over many decades, we have
become the trusted business partner in Asia for leading
global brands such as Daimler, Schindler, IKEA and 7-Eleven,
as well as local champions like Maxim’s. We currently have
over 90 important partnerships across the region.
As a family group, we are uniquely placed to bring continuity
and consistency to these relationships from one generation
to the next, which gives our partners significant comfort
andvalue.
As well as building enduring partnerships with businesses
across Asia, we also focus on creating highlevels of
collaboration and the sharing of knowledge and experience
between our colleagues across our Group businesses.
Maxim’s
Jardines has had a partnership
with the Maxim’s Group for 50
years. The food, beverage and restaurant group was
founded by brothers S.T. Wu and James Wu, and their
school friends, who opened the first Maxim’s restaurant
in 1956. Jardines first became a shareholder in Maxim’s
in 1972 and in 1986 Dairy Farm acquired a 50% interest,
which continues to this day. Both companies have
thrived as a result of their partnership, with each
company supporting the other’s business. This has
included Jardines helping Maxim’s secure prime
locations for its outlets, and Maxim’s producing ready
meals and other products for sale in DFI Retail’s
convenience stores and supermarkets.
Maxim’s is a household name in Hong Kong, especially
famous for its mooncakes and successful restaurants,
bakeries, cafes and catering. It pursues a multi-brand
strategy across a network which spans the Asia Pacific
region, with over 1,800 outlets in Hong Kong, Macau,
the Chinese mainland, Vietnam, Cambodia, Thailand,
Singapore and Malaysia. Maxim’s runs Starbucks
franchises in seven markets and is a franchisee for
Genki Sushi and Shake Shack in various territories.
Jardine Matheson Annual Report 2021
Enhancing
leadership and
entrepreneurialism
Creating Value at Jardines
Driving innovation
and operational
excellence
Actively evolving
our Group portfolio
Embedding
sustainability
across our portfolio
Engaged Owner and Operator
We actively build, develop and operate best-in-class businesses to generate sustained value over time.
We do so with active leadership, support and governance from the Group, while working closely with
the boards and senior management of each of our businesses, who are responsible for implementing
strategy and driving performance and growth.
Strategic Priorities
The Group works with our businesses to deliver on our strategic priorities of:
Our Governance System
The Group’s system of governance is based on a
proven approach to oversight and management,
in which individual subsidiaries and affiliates
benefit from the Group’s strategic guidance and
professional expertise, while at the same time
the independence of their boards is respected
and clear operational accountability rests with
their executive management teams.
The presence of Jardine Matheson representatives
on the boards and committees of each of our
listed subsidiaries, and access to the resources
of the Group by our businesses, provide
additional stability to each company’s financial
and business planning, enhancing its ability to
take a long-term view of business development.
Our governance structure also helps the
management of our different businesses to work
effectively together in exploiting the full range of
the Group’s commercial strengths.
The Group’s
strategic
priorities
As well as evolving our businesses in traditional sectors,
weare expanding our footprint into the new economy
through ventures in new areas which align with and address
the increasing use of digital technology by consumers.
Entrepreneurial flair and a deep understanding of how Asia is
evolving have always been at the heart of our culture and
success, and we are actively using these skills to identify new
opportunities for the Group to invest alongside our partners
in new areas of growth.
Jardine Matheson Annual Report 2021
Creating Value at Jardines
livi
We launched the virtual bank, livi, in
2019, in partnership with Bank of China
Hong Kong and JD Technology, in order to foster
fintech innovation, promote financial inclusion and
enhance the customer banking experience. livi is
focussed on ushering in a new banking experience,
built from the ground up, to deliver customers a
new and customer-friendly experience that aligns
more closely to their increasingly digital lives.
Innovation and customer centricity are at the heart
of livi’s approach to the market: it was the first bank
in Hong Kong to launch the ‘buy now pay later’
concept with its livi Paylater product, which offers
flexible repayment terms and approval in as little as
two minutes.
livi has also formed a partnership with DFI Retail’s
yuu rewards platform, to provide a range of benefits
to its customers, including the ability to earn yuu
reward points which can be used across DFI Retail’s
store network. Since its launch, livi has grown
quickly and currently has over 200,000 customers.
Evolving our Group Portfolio
We have developed from our founding in 1832 into the Group
we are today by aligning ourselves with our customers and
staying relevant to the needs of Asian consumers. We focus
onthe growing middle class and urbanisation in our key
markets. We invest in new strategic partnerships where we
see long-term growth opportunities aligned to our values
andpriorities.
We have established our reputation as a partner of choice for
high-growth Asian businesses, working with a broad range of
partners including technology companies, start-ups, OEMs,
suppliers and entrepreneurs.
Zhongsheng
Our strategic partnership with the founders of
Zhongsheng, a leading Chinese mainland motor
dealership group, began in 2014, when the Group first
acquired a strategic interest. We have since worked
closely with the founders and senior management of
Zhongsheng to develop our relationship and deepen
mutual trust. Zhongsheng’s business strategy,
focussed on broadening its offering in the mobility
space, as well as its strong manufacturing relationships
and presence across the Chinese mainland, align well
with Jardines’ ambitions in the automotive sector.
Last year, we agreed with Zhongsheng to combine our
Zung Fu China motor dealership business with their
business, in order to create a single, larger integrated
platform, and better position Jardines for growth in a
dynamic environment and an evolving industry
landscape. Jardines continues to be the second
largest shareholder in Zhongsheng, after the founders,
solidifying the Group’s relationship withZhongsheng.
This transaction demonstrates how the Group
manages its relationships effectively, enabling key
strategic decisions of mutual benefit to be taken
quickly and in an environment of mutual trust.
Driving Innovation and Operational Excellence
We operate in highly dynamic markets and need to constantly
innovate and pivot our businesses to remain relevant and
achieve sustained success. In the past few years, Asia has
seen a large influx of new capital, the rapid rise of digital
companies and an increasing desire among consumers for
convenient digital services. In response, we aim to put
innovation, operational excellence and an entrepreneurial
spirit at the heart of everything we do.
Our businesses have accelerated the pace at which they
embrace digital ways of working to improve operations,
allowing them to navigate the challenges posed by the
pandemic and prepare for future growth. On the B2C front,
our businesses are embedding digital in how we anticipate
and serve customer needs – developing omnichannel
experiences, building data capabilities and embracing
start-ups to enable us to react with agility to the changing
marketplace. Our Restaurants business saw peaks of 90% of
sales coming through digital channels in some locations
in2021.
Our B2B businesses have equally embraced digital as an
enabler to anticipate and exceed customer expectations.
Gammon (an early adopter of building information
modelling) now boasts one of the largest Virtual Design &
Construction (VDC) teams in Hong Kong and Shenzhen.
Wealso invest in digital companies that can help to drive
growth– both in our core business and across our portfolio
in emerging new economy growth areas.
Jardine Matheson Annual Report 2021
Creating Value at Jardines
Pickupp
As well as building digital solutions organically
within our existing businesses, we also seek
opportunities to invest in new digital businesses
which enable our wider participation in the digital
economy. In 2021, we were the lead investor in the
Series B funding of Pickupp, a leading smart logistics
and delivery business.
Pickupp is an asset-light last-mile logistics solutions
provider, leveraging its technology platform to drive
operational efficiency. This lowers delivery costs
compared to traditional last-mile delivery options.
Pickupp works with various Jardines businesses to
provide the flexibility to quickly scale up deliveries
during periods of high demand.
The relationship with Pickupp has enabled DFI Retail
to accelerate and scale up its e-commerce offerings
to customers across its banners, and our Restaurants
business to increase the efficiency of its delivery
services. Both businesses are able to take advantage
of Pickupp’s large crowd-sourced pool of ‘walkers’
(agents walking/bicycle/taking public transport) and
its dynamic batch delivery approach, which involves
agents making multiple pickups and deliveries in a
single trip.
yuu Rewards
DFI Retail’s yuu rewards platform in Hong Kong,
launched last year, is helping us move beyond a
transactional focus to drive new ways of meeting
andanticipating individual customer needs and
preferences. The programme now has almost
fourmillion members, representing over 60% of
HongKong’s adult population, and over 90% brand
recognition. There are high levels of customer
engagement, with nearly 130 billion points issued
and a large number of these points have been
exchanged for rewards and offers – thus building
loyalty for brands and partners.
The yuu ecosystem continues to expand and
Maxim’s, Chubb, Allianz and Shell have recently been
added as additional partners. The success of yuu has
been followed by the piloting in Singapore of CART,
anew shopping experience which brings all of DFI
Retail’s key brands in Singapore onto one platform.
Embedding Sustainability
As a Group, we see sustainability as core to creating long-
term value and are committed to integrating it into the
strategy and business models of our portfolio companies.
More than ever, we acknowledge the role our Group
companies need to play in the journey towards a net zero
carbon future. This is an important priority for those of our
Enhancing Leadership and Entrepreneurialism
Jardines attaches great importance to attracting, developing
and retaining leadership talent at the Group level, aswell
assupporting the management teams in our businesses
todo the same for their organisations. As a Group, we strive
to develop leaders with an owner mindset and who are
entrepreneurial in how they develop their businesses.
Thishas helped Jardines to capitalise on new business
opportunities to achieve long-term sustained growth.
Wecontinue to enhance our performance management
structures to recognise, reward and retain such talents.
Asthe Group increasingly embraces digital ways of working
and invests in new economy businesses, we are focussed
onrecruiting and developing digital talent across our
Groupcompanies.
The Group actively connects talented individuals in our
extended networks with Group businesses where there are
talent gaps. Intra-group moves are an integral part of
Jardines’ culture, with many of our senior colleagues having
worked across a number of our businesses, gaining great
breadth of experience. The Group leads talent management
and succession planning processes for key management
positions across our businesses.
Our Jardines Executive Training Scheme (‘JETS’), Corporate
Finance Managers Programme and management learning
programmes such as the Advanced Leadership Programme,
which is run in partnership with world-class business
schools, develop high potential graduate trainees, seasoned
finance leaders, and our senior executives, respectively.
At the same time, we value diversity and inclusion and
mental wellbeing. Our Jardines employer brand campaign
has shown that the more people learn about our story, reach
and impact, the more they want to join us.
businesses which have a greater impact on the environment,
and which are establishing plans to reduce carbon
emissions, balanced with the responsibilities they have to
their communities.
Jardine Matheson Annual Report 2021
Creating Value at Jardines
JETS alumnus, Simon Arnold, joined Jardines in 2009 and has since worked in five Jardines businesses across four
different Asian markets. He is currently Managing Director of Zung Fu Hong Kong and Macau, overseeing the market-
leading Mercedes-Benz passenger and commercial vehicle business. The JETS programme provided Simon with
accelerated progression and exposure to many different businesses and leaders, giving him the support to become
the leader he is today.
Simon Arnold, JET 2009
Managing Director, Zung Fu Hong Kong and Macau
Each posting in different industries and markets has helped me
gain valuable experiences. My earlier roles gave me the opportunity
to lead projects and manage teams, as well as develop a keen
understanding of the nuances of working across different markets
and cultures. In recent years, I have run businesses both in
emerging markets and some of the most mature markets in Asia.
Having the opportunity to achieve such accelerated progression
has ensured that I’m being stretched and learning an immense
amount both professionally and personally.
“
”
Our Sustainability Leadership Council was formed in July
2019 by chief executives from across our Group companies,
to address three core pillars:
Each of our businesses is developing an approach to
sustainability which is aligned with these priorities but
tailored to its own business, sector and market, as well as
the interests of its stakeholders. The Group is working closely
with each business to help them as they implement their
sustainability strategies, providing support, guidance and
resources as appropriate. The initiatives being progressed
include auditing of carbon emissions and developing plans
to promote emissions reduction; reducing single-use plastics
and other waste; and supporting mental health, education
and livelihoods in our communities.
For more information on our Sustainability approach, refer
to the ‘Sustainability’ section on page 50.
We will also be publishing our inaugural Group Sustainability
Report in May 2022. It will be available on our corporate
website at www.jardines.com.
R0 G 56 B101
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R237 G 73 B92
C1 M87 Y56 K0
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Jardine Matheson Annual Report 2021
Creating Value at Jardines
Our Group businesses have for many years promoted action to support mental health,
andour mental health NGO, MINDSET, celebrates its 20th anniversary this year. With
operations in Hong Kong and Singapore, MINDSET collaborates with a number of mental
health organisations and NGOs, advocacy groups and corporate partners, with the aim of
raising awareness and changing perceptions of, and attitudes towards mental health. It also
aims to strengthen and develop the fabric of mental health support within our communities.
These partnerships provide resources and expertise, which in turn allow MINDSET to develop
comprehensive and effective mental health campaigns and programmes to ensure that those
who are in need of mental health care have access to appropriate support and resources.
MINDSET runs a range of initiatives focussed on raising awareness and reducing the stigma
of mental illness, through the education and empowerment of individuals to enable them to
share with, and support one another. It also provides direct assistance to people with mental
health issues, providing financial support and helping people return towork.
Leading climate action
Driving responsible consumption
Promoting social inclusion
In November 2020, Hongkong Land launched its HK$100 million HOME FUND. Through the
HOME FUND, the company collaborates with more than 60 NGO partners to co-create
programmes focussing on promoting the upward mobility of young people and assisting
families with housing challenges.
In 2021, HOME FUND committed over HK$50 million to support education and youth
upward mobility projects, as well as help tackle social issues relating to housing. It also
signed up six NGO partners for multi-year projects in education which will benefit 1,400
young people. The business also contributed over 850 volunteer hours through 16 events
for 12,000 beneficiaries. Hongkong Land has successfully engaged its tenants in these
initiatives, with more than 100 companies involved with in-kind donation programmes
and green events. In early 2022, Hongkong Land announced that it would contribute
further funds into the HOME FUND to support anti-epidemic efforts in Hong Kong.
Jardine Matheson Annual Report 2021
Group Structure
Percentagesshow effective ownership at rd March .
Other
Southeast
Asian
companies
100%
21%
21%
50%
50.1%
100% 52% 79%
78% 75%
Jardine Matheson Annual Report 2021
Group Structure
Chinese mainland
Indonesia
Singapore
Malaysia
The Philippines
Brunei
Vietnam
Thailand
Cambodia
Myanmar
Hong Kong
Taiwan
Macau
Jardine Matheson Annual Report 2021
14
Jardine Matheson Group Businesses at a Glance
* Figures in brackets show effective ownership at 3rd March 2022.
Jardine Matheson
Jardine Matheson has a wide range of automotive interests across China,
Southeast Asia and the United Kingdom. The Group has a long-standing
strategic partnership with Zhongsheng Group, a leading automotive
distribution group on the Chinese mainland. The Group’s sale in 2021
ofits Zung Fu China business to Zhongsheng has strengthened this
partnership and led to Jardines increasing its stake in the business.
TheGroup’s automotive businesses also comprise Zung Fu Motors
Group in Hong Kong and Macau; Cycle&Carriage in Singapore, Malaysia
and Myanmar; Tunas Ridean inIndonesia; and Jardine Motors Group in
the United Kingdom.
Hongkong Land is a major listed property investment, management and
development group. Its more than 850,000 sq. m. of prime office and
retail space in Hong Kong, Singapore, Beijing, Jakarta and other major
Asian cities attracts the world’s foremost companies and luxury brands.
The group also has a number of high quality residential, commercial
andmixed-use projects under development in cities across China
andSoutheast Asia, including a 43% interest in a 1.1 million sq. m.
mixed-use project in West Bund, Shanghai. (52%)*
Jardine Pacific’s diverse portfolio comprises industry leaders in the areas
of engineering and construction, aviation and transport services, and
restaurants. Its companies seek to deliver excellent performance and
best in class service to their customers and to create value for their
business partners and shareholders. (100%)*
Jardine Matheson Annual Report 2021
15
Mandarin Oriental is an international hotel investment and management
group with luxury hotels, resorts and residences in sought-after
destinations around the world. The group operates 36 hotels and
sevenresidences in 24 countries and territories, and has a strong
pipeline of properties under development. As an innovative industry
leader, the group is committed to exceeding its guests’ expectations
through exceptional levels of hospitality. (79%)*
DFI Retail Group is a leading listed Pan-Asian multi-brand retailer whose
activities cover Food (including Grocery Retail and Convenience Stores),
Health and Beauty, Home Furnishings, Restaurants and Other Retailing.
The group aims to provide quality and value to Asian consumers by
offering leading brands, a compelling retail experience and great service,
all provided through a strong store network supported by efficient supply
chains. (78%)*
Astra is a diversified business group operating in Indonesia with
sevencore businesses: Automotive; Financial Services; Heavy
Equipment, Mining, Construction & Energy; Agribusiness; Infrastructure
and Logistics; Information Technology; and Property. With more than
240 subsidiaries, joint ventures and associated entities, as well as
nearly 190,000 employees, it is one of the largest companies in
Indonesia by market capitalisation. Astra is also renowned for its
‘CaturDharma’ corporate philosophy that underpins sustainability and
its community programmes supporting education, the environment,
SMEs and healthcare. Jardine Cycle & Carriage has 50.1% interest
inAstra.
Jardine Cycle & Carriage (‘JC&C’) is the investment holding company of
the Jardine Matheson Group in Southeast Asia, listed in Singapore. JC&C
seeks to create growth for Southeast Asia by investing in market-leading
businesses based on the themes of urbanisation and the emerging
consumer class. These include Astra in Indonesia; Truong Hai Group
Corporation, Refrigeration Electrical Engineering Corporation and
Vinamilk in Vietnam; and Thailand-headquartered Siam City Cement.
Other investments include automotive businesses under the
Cycle & Carriage banner (in Singapore, Malaysia and Myanmar) and
Tunas Ridean in Indonesia. (75%)*
* Figures in brackets show effective ownership at 3rd March 2022.
Jardine Matheson Group Businesses at a Glance
Jardine Matheson Annual Report 2021
“Jardines faced major challenges in 2021 as a result of the ongoing
pandemic, but the dedication and hard work of our colleagues
across the Group enabled us to continue to adapt to the changing
trading environment and deliver significant improvements in the
underlying performance of our businesses. The Company also
deployed substantial levels of capital to acquire 100% of Jardine
Strategic, which both enhanced corporate governance and created
significant value for our shareholders, while also increasing the
Group’s operational and financial flexibility. I want to thank everyone
across the Group for their commitment to our customers and our
businesses in the face of considerable challenges.
High levels of uncertainty remain this year, given the continuing
impact of the pandemic. We remain confident, however, in our long-
term strategy, rooted in Hong Kong and the growth markets of Asia.”
Ben Keswick
Executive Chairman
Chairman’s Statement
Jardine Matheson Annual Report 2021
Chairman’s Statement
2021 in Review
2021 was a further year of exceptional challenges for
colleagues across the Group, who have continued to be
impacted both personally and professionally by the
pandemic. The Group’s ability to continue to thrive in the
difficult environment created by COVID-19 can only be
achieved with the commitment of the huge number of people
who work for Jardines, as well as the Group’s many partners
across all its markets. I want to start by thanking each and
every one of them.
I also want to recognise the adaptability our colleagues have
shown to a fast pace of change and new ways of working.
Iam especially proud of our frontline staff, who have put the
needs of customers first despite everything.
The resilience the Group demonstrated in 2021 reflects our
long track record of successfully navigating change and
challenge throughout the past 190 years. We are confident
that we will be able to continue to take advantage of the best
long-term opportunities in Asia, while adapting to the
changing external environment and evolving expectations
ofour stakeholders.
Performance
The Group’s underlying net profit for the year rose by
US$428million (39%) to US$1,513 million. The increase
wasprimarily driven by a stronger contribution from Astra,
arecovery in the performance of Mandarin Oriental and
improved contributions by the Group’s Motors business
(including its stake in Zhongsheng) and its Southeast Asian
400,000 employees by business
Jardine Pacific ,
Jardine Motors ,
Hongkong Land ,
, Astra
, Jardine
Cycle & Carriage
, Mandarin
Oriental
,DFI Retail
Group
businesses held by Jardine Cycle & Carriage. There were also
resilient performances by Hongkong Land and the Group’s
unlisted Jardine Pacific businesses. The profits of DFI Retail
were reduced by the impact of the significant loss made by
its associate Yonghui.
While a large part of the increase in the Group’s profit was
due to improvements in the underlying performances of most
of our businesses, results also benefitted from the impact of
the Group simplification which was completed in April 2021.
This overall improvement in performance is encouraging,
although the Group’s results were 5% behind those of 2019,
before the pandemic began.
The financial and operational strength of the Group’s
businesses continue to be supported by its investment
strategy and approach to capital allocation. The Board keeps
its portfolio of businesses under review and regularly
assesses whether action is necessary to ensure that the
Group’s activities remain aligned with its strategic priorities.
Despite the short-term challenges of the pandemic,
theBoard sees it as essential to continue to invest for the
long-term in business opportunities which will drive
futuregrowth.
The Board is recommending an increased final dividend of
US$1.56 per share, which produces a full-year dividend of
US$2.00 per share, up 16% from the prior year.
Significant Developments
In April 2021 we completed the simplification of the Group’s
parent company structure by acquiring the 15% of the
issuedshare capital of Jardine Strategic Holdings Limited
(‘Jardine Strategic’) that the Company did not already own.
We emphasised at the time that the transaction was a natural
step in the evolution of the Group and would create value for
shareholders. Wealso said that it was consistent with our
policy of investing further in the growth prospects of our
existing businesses. Aswe highlighted at the time, the
transaction has delivered arange of benefits to the Group,
including a material enhancement to earnings attributable to
shareholders, the creation of a conventional ownership
structure for the Group and increased financial and
operational flexibility.
Jardine Matheson Annual Report 2021
Chairman’s Statement
The Group has a long history of building partnerships and
developing businesses across Asia, which has seen great
success with some of the largest brand owners over many
years. The Group’s regional network and connections create
areal advantage as we work with our Group companies to
evolve their businesses and position them well for future
growth. We place great importance on building and
maintaining strong relationships with governments and
otherkey stakeholders in the markets where we operate.
We have seen it as essential to continue to focus on these
relationships even when the pandemic has made the
practicalities of doing so more difficult. In this context,
lastautumn I travelled to the Chinese mainland and spent
nearly two months visiting our businesses there and meeting
with a wide range of business partners and senior
government representatives.
We have also successfully strengthened our strategic
partnership with the founders of Zhongsheng, a leading
China motor dealership group, which we have focussed on
developing since first acquiring an interest in the business
in2014. In late 2021, we sold our Zung Fu China business to
Zhongsheng, as a result of which we have further increased
the Group’s interest in Zhongsheng, a highly resilient,
cash-generative business.
Sustainability
We believe that real value can be realised from integrating
sustainability in the strategy and business models of our
Group companies, and that it is increasingly important for
each of our businesses to consider sustainability issues in all
aspects of their decision-making.
We are aiming to create real scale in our sustainability
efforts, and believe that we can add more value as a group of
businesses working together than by each business pursuing
their own agendas without alignment.
Jardines has made significant progress over the past year
inbuilding a strong level of engagement between our
businesses on sustainability issues. Our Sustainability
Leadership Council, whose members are chief executives of
each of our businesses, has helped create alignment among
them on the Group’s sustainability strategy and agenda.
Each of our Group companies is pursuing their own
sustainability strategy, tailored to their business and sector,
as well as the interests of their stakeholders, while following
an approach which is aligned with that of the Group.
Jardine Matheson Annual Report 2021
Chairman’s Statement
The Group works closely with each of its businesses to help
them as they implement their sustainability strategies,
providing support, guidance and resource as appropriate.
Wehave also put in place cross-Group working groups to
support each of the pillars of the Group’s sustainability
strategy, facilitating collaboration between Group companies
and providing a governance framework to support the
execution of our sustainability strategy.
We have over the past year developed a set of 10 key metrics
against which each of our businesses is measuring itself,
andwhich we are collating in order to form a Group-wide
picture of our sustainability performance, which will be
disclosed in our first Group Sustainability Report, to be
published later in the first half of the year.
Governance
We have continued our focus in the last year on enhancing
our approach to corporate governance. The completion in
April 2021 of the acquisition of the minority stake in Jardine
Strategic led to a simplification of the Group’s holding
company structure.
We have also led a series of enhancements to the governance
of our listed subsidiaries. This has included a series of
changes to strengthen our boards, with new independent
non-executive directors with sector expertise and experience
appointed to the boards of Dairy Farm International Limited,
Mandarin Oriental International Limited and Hongkong Land
Holdings Limited, generally reducing their size and increasing
their diversity. At the same time as making these board
changes, we have established formal audit, remuneration
and nominations committees at the listed company level.
People
Alex Newbigging stepped down from the Board of the
Company on 31st December 2021. As announced on
3rdMarch 2022, Jeremy Parr will be retiring from the Board
on 31st March 2022. On behalf of the Company, I would like
to thank both of them for their contribution to the Board and
the wider Group.
Conclusion
I want to thank all our colleagues across the Group for their
commitment to our customers and our businesses in the face
of considerable challenges, as well as their flexibilityand
willingness to embrace change, to enable thebusiness to
achieve a significant improvement in its underlying
performance.
The resilience the Group demonstrated in 2021 reflects our
long track record of successfully navigating change and
challenge. We are confident that this resilience will enable
usto continue to take advantage of the best long-term
opportunities in Asia, while adapting to the changing
external environment and evolving expectations of
ourstakeholders.
Jardine Matheson Annual Report 2021
2021 has been another challenging year for Jardines,
and our people have had to continue to deal with the
obstacles presented by the global pandemic. I would like
tothank each of them for their dedication and hard work,
often in very challenging circumstances.
COVID-19 and its economic consequences have had a
devastating effect in all our markets, and we have intensified
our focus on ensuring the health and wellbeing of our
communities, customers and colleagues.
Protecting and ensuring the wellbeing of our colleagues has
been a top priority throughout the year, with a particular
focus on encouraging colleague vaccination. We have also
continued to encourage flexible working practices and made
health and safety a top priority. Colleagues across our
businesses continue to be hit by COVID-19, and a major focus
of our efforts has been to support them and keep them safe.
We have given colleagues access to support and resources to
address mental health issues.
Our businesses have also been taking action to support
theirpartners and the communities in which they operate,
tohelp them meet the challenges of the pandemic. In our
communities, this has included extensive corporate social
responsibility support.
The COVID-19 pandemic has led to a tightened talent market
and growing salary inflation, which makes retaining great
Jardines people both a challenge and a high priority. We are
working with our businesses to address this challenge as
effectively as possible.
Another area where Jardines plays an important role in creating
alignment across the Group is the promotion of diversity and
inclusion. We are working with our businesses to increase
the diversity of the boards and senior management of our
Group companies. A key element of this is the successful
nurturing of colleagues at all levels, in order to development
diverse pools of talent from which our future senior leaders
can be selected.
Group Managing Director’s Review
John Witt
Group Managing Director
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
The past year has demonstrated how important it is for
Jardines to apply innovation and adaptability in its approach
to business. We have made good progress in modernising
the core of our businesses and changing how we do business
to reflect the evolving environment in which we find
ourselves. The pace of change is continuing to accelerate,
however, so we need to drive forward our strategic priorities
with real pace in the coming year. These priorities and how
we are progressing them are set out below.
Evolving our Group Portfolio
Ensuring that our business is sustainable and grows earnings
over the long-term is of the utmost importance for the Group,
and we therefore need to continue to evolve the portfolio
toachieve this. This includes deploying capital towards
strategic higher growth initiatives, while prudently divesting
lower-yielding non-strategic assets. This approach is being
taken both at a Group level and within our individual
Groupcompanies.
We have continued to actively manage our portfolio to build
our presence in the more attractive markets of Asia and in
businesses where we can achieve market-leading positions,
in order to maintain growth and create long-term sustainable
value. The healthy geographic diversification we have with
presence in China and Southeast Asia, as well as our balance
of businesses across sectors, continues to underpin our
resilient performance in challenging market conditions.
We continue to focus on expanding the Group’s businesses
in those areas which we see as offering the most
opportunities for future growth. These include the Chinese
mainland and a number of ASEAN markets. We have made
significant capital investments in these markets. In the
Chinese mainland we are focussed on developing our
automotive interests, retail and property development.
Wealso foresee strong future growth in a number of
developing ASEAN markets, in particular Indonesia and
Vietnam. We aim to align with key trends in these markets,
including the developing middle class and increasing
urbanisation, in developing our businesses there. We also
continue to see growth opportunities in developed markets
including Hong Kong and Singapore, which provide a stable
core and a strong asset and cashflow base.
The Group’s capital allocation framework prioritises organic
investment in its portfolio to drive long-term growth and
returns, underpinned by the continued payment of dividends,
which it aims to grow over time. The Group then focusses
oninvesting in new business opportunities as well as
carrying out share buybacks in its Group companies
whereappropriate. The framework is grounded in a strong
balance sheet which provides resilience through the
business cycle. We are also increasingly seeking to ensure
that our investments align with the objectives of our
sustainability strategy.
This prudent capital allocation approach underpinned the
acquisition by the Company in April 2021 of the 15% minority
stake in Jardine Strategic that it did not already own.
Thisresulted in Jardine Matheson increasing its interest
inHongkong Land, DFI Retail, Mandarin Oriental,
JardineCycle & Carriage and Astra, as well as simplifying
theGroup’s ownership structure and governance framework.
Theacquisition was funded in part by debt facilities.
In the balance of the year after the completion of the
acquisition, we prioritised debt reduction ahead of further,
material new investments. The second half of the year saw
two significant strategic disposals – the sale of the Zung Fu
China business to our long-term partner in China, Zhongsheng,
and the sale and leaseback of the Zung Fu Hong Kong
properties. These transactions, which together realised net
cash proceeds of US$1.5 billion, enabled the Company to
reduce its net debt toUS$1.3 billion by the end of 2021.
TheCompany’s remaining debt is funded by US$1.2 billion
of10 and 15 year long-term fixed rate debt, ensuring that its
balance sheet remains robust and flexible.
The Company continued in 2021 to seek mutually beneficial
and enduring partnerships with leading businesses in our
markets, to support our growth plans. Last year, we
announced the Group’s strategic co-operation with Hillhouse
Capital, a leading Asian private equity firm, that deploys
technology to drive innovation in its portfolio companies,
with sustainable, long-term growth as its primary goal.
Thestrategic co-operation enables both of our companies
topartner on mutually beneficial investment and business
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
development opportunities predominantly in China, as well
as Southeast Asia. The partnership is progressing well and is
already resulting in discussion of a number of co-investment
opportunities.
The Group is focussed on developing and implementing its
portfolio strategy and increasing its decision-making agility,
so we can act with speed to seize opportunities when they
arise and maximise our portfolio value.
Driving Innovation and Operational Excellence
We are focussed on driving operational excellence in our
businesses and in new ventures we undertake, and the past
year has seen real progress achieved by our businesses in
driving greater efficiency and productivity, despite the
challenging market environment. DFI Retail’s multi-year
transformation plan is delivering real improvements in
underlying performance across its banners, and we have
seen strong growth in Mandarin Oriental’s hotel and
residences management business. Business improvement
initiatives were completed in the year in JEC, Gammon,
HACTL, Jardine Restaurants and a number of other
companies, with a positive impact on results. The increased
efficiencies which these initiatives create help our
businesses navigate the challenges posed by the pandemic
and prepare for future growth.
Our businesses have also accelerated the pace at which they
embrace digital ways of working to improve operations.
Leveraging increased robotics at HACTL’s cargo terminal and
embracing digital twins in Gammon’s construction business,
as well as building modern warehouse and delivery
capabilities for DFI Retail have helped our businesses
navigate the challenges posed by the pandemic and prepare
for future growth.
As the Asian consumer appetite for digital continues to
increase, our B2C businesses are heavily focussed on
embedding digital as a core component of how we anticipate
and serve their needs – developing omnichannel
experiences, building data capabilities and embracing
start-ups to augment our capabilities to react with speed
andagility to the changing marketplace.
A good example of this is DFI Retail’s yuu rewards platform,
with almost four million members, which has gone from
strength to strength this year and is helping us move beyond
a transactional focus to drive new ways of meeting and
anticipating individual customer needs and preferences, by
embedding e-commerce into the loyalty platform, embracing
new partnerships such as those with insurance and fuel
companies. DFI Retail has also expanded its e-commerce
offering in Southeast Asia with the launch of the CART app in
Singapore. Mandarin Oriental has also made good progress
in developing new ways of using digital and data to enhance
the guest experience on property through wide adoption of a
guest messaging service, Hello MO, and by accelerating its
Fansof MO recognition programme, which has now passed
the milestone of one million members. Our Restaurants
business saw peaks of 90% of sales coming through digital
channels in some locations in 2021.
Our B2B businesses have enthusiastically embraced digital
as a mechanism to anticipate, verify and exceed customer
expectations. Gammon (an early adopter of building
information modelling) now has one of the largest Virtual
Design & Construction (VDC) teams in Hong Kong and
Shenzhen. By undertaking digital prototyping, Gammon can
validate and optimise the design and construction sequence,
ensuring the project is delivered to the highest standard.
We continue to seek new inorganic growth opportunities
which complement our current businesses or enable our
wider participation in the digital economy. We look for
partnership and investment opportunities to increase
exposure to the digital economy, emerging industries and
new geographies. In 2021, JEC acquired the Hong Kong and
Macau business of MGI Group Holdings Limited, a leading
specialty healthcare engineering solutions provider. We also
invested in Pickupp, a leading smart logistics and delivery
business, and Halodoc, a telehealth provider in Indonesia.
We need to build on the progress we have made so far to
develop more new partnerships in this space.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Enhancing Leadership and Entrepreneurialism
We place a high importance on attracting, developing and
retaining leadership talent, and we also support our Group
companies as they do the same. The past year has seen the
making of a series of key senior appointments by our Group
companies to strengthen their leadership and help drive
future growth. These included the external appointments of
anew Chief Commercial Officer by Mandarin Oriental and a
new Chief Executive, Digital by DFI Retail. These leaders have
in turnbeen hiring top quality talent into their areas. We also
continued to demonstrate our commitment to developing our
leaders and providing them with opportunities to progress
their careers within a range of different businesses across the
Group, with over a dozen executive level senior management
moves taking place in the period across our businesses.
We are focussed on providing our colleagues with
appropriate training and other support to equip them with
the right skills to navigate the challenges and opportunities
they face, both in the short term in the context of COVID-19
and for the longer-term. The comprehensive programme of
online learning and academies across the Group has seen
high levels of participation in the year.
As we grow, it is essential that we maintain a high pace of
change and foster a culture of entrepreneurialism across our
businesses. Some good examples of this in action have been
the expansion of DFI Retail’s own brand offering, the rollout
by JEC of its JEDI sustainable building management solution,
and Astra-IKEA’s development of its digital analytics ‘next
product to buy’ capability.
Progressing Sustainability
In 2021 we drove a more aligned, focussed approach to
sustainability across all our Group companies, leveraging
and building on the work many of them were already doing in
this area to maximise the impact we have in our communities
and on the environment.
Great progress was made in the year in putting in place the
key frameworks for delivering the Group’s sustainability
agenda. This included setting metrics to be measured by
each of our businesses and communicated for the Group as
awhole, as well as establishing working groups to support
each of the three pillars of our strategy and drive
collaboration and action across our Group businesses.
We also strengthened the capability of the Group in
relationto sustainability by the appointment of a Head of
Sustainability, and we are well placed to provide guidance
and support to our Group businesses as they take forward
their sustainability agendas. Most of our businesses also
strengthened their sustainability resources during the year,
and we will be creating a community of expertise in this area
across the Group in the coming months.
We are focussed on actively sharing the positive actions our
diverse businesses are taking in this area, by reporting more
effectively on Environmental, Social and Governance (ESG)
issues, and we will be publishing our first Group Sustainability
Report in May 2022.
Creating emotional engagement among our colleagues and
other stakeholders is a key aspect of implementing an
impactful and effective sustainability approach, and this was
a focus of our sustainability efforts during the year, as we
developed a Group-wide volunteering programme, which we
launched in December. We will be working across our Group
businesses in the coming year to encourage colleague
engagement across our sustainability agenda, including high
levels of take-up for volunteering opportunities.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Summary of Performance
Jardine Matheson delivered encouraging performance in
2021, with most of its businesses achieving better results
than last year, although COVID-19 restrictions continue
toimpact trading conditions in a number of markets.
TheGroup’s underlying net profit for the year increased by
39% to US$1,513 million, with underlying earnings per share
up 64% to US$4.83. This was 10% above the Group’s record
earnings per share of US$4.40 in 2018, following the
completion of the Group simplification in April 2021.
There were strong contributions from Astra, which saw
improved performances in most of its divisions; Jardine
Cycle& Carriage, whose Direct Motor Interests and Other
Strategic Interests across Southeast Asia delivered better
results; and the Group’s Motors interests, which saw a higher
contribution from the interest in Zhongsheng (more than 10%
of the Group’s total earnings) as well as stronger performance
in our UK and Hong Kong operations.
Mandarin Oriental continued to be materially impacted by
the pandemic and the resulting reduction in travel, but saw a
significantly reduced annual loss, due to a modest recovery
outside Asia and the benefits of careful costs management.
Jardine Pacific delivered improvements in the underlying
performance of most its businesses, but reported results
were slightly lower than last year due to a focus on
operational improvements.
Hongkong Land delivered a resilient performance in 2021
despite the continued impact of the pandemic, with the
results from Investment Properties in line with last year, while
Development Properties delivered an improved contribution
due to higher residential sales completions, against the
backdrop of an increasingly challenging environment.
DFI Retail’s contribution was considerably lower than the
previous year, with profit impacted by a material loss in its
21%-owned associate, Yonghui. Thegroup also continued to
face challenging trading conditions due to a lack of tourists in
Hong Kong and pandemic restrictions, which impacted store
operations, customer numbers and consumer behaviours.
Results also reflected a lower level of government support
than last year. Excluding the Yonghui impact, however,
performance was relatively resilient compared with the
previous year.
Net non-trading items were positive, versus a negative
position last year. A large proportion of the non-trading gain
resulted from transactions – including a US$791 million gain
on the disposal of the Zung Fu China business and a
US$337million gain on the sale and leaseback of Zung Fu
Hong Kong’s principal operating properties. These gains were
offset by anunrealised US$664 million loss in respect of the
revaluation of the value of the Hongkong Land’s Investment
Properties portfolio.
Jardine Matheson’s diversified portfolio of market-leading
businesses is focussed principally on two of the regions that
are most driving global growth: China and Southeast Asia.
In2021, the split between China and Southeast Asia reverted
to more historic norms, with 55% of the Group’s underlying
profit coming from China (compared with 73% in 2020), and
42% coming from Southeast Asia (compared with 34%
in2020).
The Group’s balance sheet remains strong with gearing
of11%, up from 6% at the end of 2020, reflecting the
acquisition of Jardine Strategic and subsequent
strategicdisposals.
The Group’s capital investment, including expenditure on
properties for sale, was US$10.3 billion in 2021, and capital
investment at its associates and joint ventures exceeded
US$4.7billion. The Group continues to invest for the long-
term and ensure that its businesses have the resources to
drive future growth.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Total capital investment of US$15.0 billion
(US$ million)
, Astra
Jardine
Cycle & Carriage
Mandarin Oriental
Jardine Pacific
Hongkong Land ,
Corporate ,
Jardine Motors
, DFI Retail Group
Outlook
The Group saw a recovery in a number of its businesses in
2021, demonstrating their continuing resilience. In 2022,
Astra is expected to see ongoing benefits from positive
commodity prices across its portfolio, while the normal
progression of projects in the Group’s development
properties business on the Chinese mainland is expected
toresult in a reduction in the number of completions.
Theperformance of the Group’s Hong Kong operations will
depend on the impact of the ongoing pandemic on our
businesses there.
We remain confident in our long-term strategy, rooted in the
growth markets of China and Southeast Asia, and we will
continue to focus on our core priorities of driving operational
excellence, evolving the Group’s portfolio and finding new
growth opportunities, in order to deliver long-term value.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Jardine Pacific
• Underlying net profit of US$175 million, 4% lower than 2020
• Most businesses, however, saw an improvement in their underlying performance in2021
• Jardine Pacific businesses received total government subsidies of US$9 million in 2021,
compared with US$88 million in 2020
Change (%)
Gross revenue (including
100% of associates and
joint ventures) (US$ billion) . . ()
Underlying profit attributable
to shareholders
(US$million) ()
Jardine Pacific
Gammon
HACTL
Jardine Aviation Services
Jardine Engineering Corporation (‘JEC’)
Jardine Restaurant Group
Jardine Schindler
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Underlying profit by business
(excluding corporate & other interests) (US$ million)
Gross revenue (US$ billion)
Underlying profit attributable to shareholders
(US$million)
Gross Revenue (US$ million)
Jardine Pacific’s
.
.
.
.
.
Underlying Profit Attributable
to Shareholders (US$ million)
Jardine Pacific’s
Transport Services
Jardine Restaurants
Zung Fu Hong Kong*
Gammon
JEC
Jardine Schindler
Jardine Pacific produced an underlying net profit of
US$175million, 4% lower than 2020. Most businesses,
however, saw an improvement in their underlying
performance in 2021. Net profit after net non-trading gains
ofUS$389 million was US$564 million.
Jardine Pacific businesses received total government
subsidies of US$9 million in 2021, compared with
US$88million in 2020.
There was significant focus in the year across Jardine Pacific’s
businesses in driving operational improvements. The
benefits are now starting to be seen in improved business
performance and the group is well set for futuregrowth.
Jardine Restaurants saw profits fall by US$5 million. Solid
delivery sales in Taiwan and the benefits realised from
ongoing process re-engineering projects were offset by the
impact of the resurgence of the pandemic in some markets,
as well as increasing supply chain costs. The business
received lower government subsidies than in 2020. JEC
delivered a slightly lower contribution than in 2020, mainly
due to the absence of government subsidies compared with
2020. There was a good performance from the Hong Kong
engineering units, but the businesses in Thailand and
Singapore were impacted by thepandemic. JEC recently
completed the acquisition of a healthcare engineering
solutions provider, strengthening its position in the sector.
Gammon’s profit contribution was slightly higher than the
previous year, due to improved margins and project timing,
and the business also benefitted from the lower impact from
COVID-19 in Hong Kong. Jardine Schindler reported profits in
line with the previous year, with better performance in its
new and existing installation businesses, while markets
remained very competitive.
In Transport Services, HACTL’s performance was slightly
higher than 2020. The business saw high levels of cargo
throughput as it benefitted from the continuing strong
demand in the global air cargo industry. Jardine Aviation
Services saw a US$7 million improvement in results,
recording a small loss, mainly due to lower staff costs and
depreciation from the 2020 restructuring, plus the release of
a customer bad debt provision. The results of the business
were also partly offset by the absence of government support
compared with 2020.
Jardine Pacific saw net non-trading gains of US$389 million
in the year, comprising a gain on disposal of properties of
US$345 million and fair value gains related to investment
properties of US$43 million.
* Zung Fu Hong Kong was reported as part of the Jardine Pacific group of businesses
with effect from st October .
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Change (%)
Revenue* (US$ billion) . . –
Underlying profit attributable
toshareholders*
(US$million)
* Excluding results of automotive interests held through Jardine Cycle & Carriage.
Jardine Motors
The Group’s Motors business produced 49% higher underlying
net profit of US$318 million in 2021. The business benefitted
from a higher contribution from its 21% investment in
Zhongsheng in respect of the second half of 2020 and the
first half of 2021. Zhongsheng saw strong performance from
its used car business, while it begins to develop its
EV-related business. Its acquisition of the Zung Fu China
business from the Group in 2021 significantly strengthened
its market position in its Mercedes-Benz business.
• Motors business performs strongly, led by Zhongsheng and UK Motors
• Underlying net profit up 49% to US$318 million
• Delivery of cars remains impacted by a shortage of microchips and supply chain issues
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Revenue* (US$ billion)
Underlying profit attributable to shareholders*
(US$million)
Revenue by geographical location* (US$ million)
Underlying profit by geographical location*
(excluding corporate) (US$million)
Revenue (US$ million)
Jardine Motors
.
.
.
.
.
Underlying Profit Attributable to
Shareholders (US$ million)
Jardine Motors
,Hong Kong
& Chinese mainland
, United Kingdom
United Kingdom
Hong Kong
& Chinese mainland
* Excluding results of automotive interests held through Jardine Cycle & Carriage.
There was also a higher contribution from our United
Kingdom business, which saw increased volumes and
margins in all operations and achieved cost savings,
delivering US$38 million profit compared with a loss of
US$12 million in 2020, when the business faced extensive
temporary closures of its dealerships in the first half of
theyear.
The Hong Kong business saw better performance in 2021.
Delivery of cars, however, remains impacted by a shortage
ofmicrochips and supply chain issues. The business was
reported as part of the Jardine Pacific group of businesses
with effect from October 2021.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Change (%)
Underlying profit attributable
to shareholders
(US$million) –
Gross assets (US$ billion) . . ()
Net asset value per share
(US$) . . ()
Hongkong Land delivered a resilient performance in 2021,
despite the continued impact of the pandemic and related
restrictions. The group delivered underlying profit of
US$966million, in line with the prior year. Profits from the
group’s Investment Properties business were flat against the
prior year. Retail rental income increased during the year,
although this was offset by lower office rents in Hong Kong.
Agreater number of residential sales completions on the
Chinese mainland resulted in a higher contribution from the
Development Properties business. Good progress was made
during the year on the replenishing of the group’s land bank,
with nine new projects secured on the Chinese mainland and
three in Singapore.
Hongkong Land
• Stable underlying profit
• Resilient Investment Properties performance
• Higher residential profits in China
• 12 new development projects secured
• US$500 million share buyback in progress
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
. million sq.m.
Area of operational commercial investment portfolio under
management (including 100% of joint ventures)
There was a loss attributable to shareholders of
US$349million, reflecting net losses of US$1,315 million
dueto lower valuations of Investment Properties.
Thiscompares to a loss attributable to shareholders
ofUS$2,647 million in 2020, which included a
US$3,610million reduction in property valuations.
Investment Properties
The group’s Central office portfolio in Hong Kong continued
to perform well overall and Central rents declined to a lesser
extent than the broader market. Vacancy and average office
rents were both lower at the end of 2021 than at the end of
the prior year.
The Central LANDMARK retail portfolio remained effectively
fully occupied and saw improved tenant sales due to a
modest recovery in consumer sentiment and an increase in
average retail rents due to a reduction in temporary rent relief
provided to tenants.
The value of the group’s Hong Kong Investment Properties
portfolio decreased by 5% compared with the prior year,
dueto lower rents, with no change in capitalisation rates.
In Singapore, positive rental reversions continued, with
average office rents increasing and vacancy remaining low.
The value of the group’s Singapore Investment Properties
portfolio increased by 1% compared with the prior year.
InBeijing, trading performance at WF CENTRAL continued to
benefit from the strength of luxury retail sentiment on the
Chinese mainland.
In Shanghai, construction is proceeding on schedule at the
group’s 43%-owned prime 1.1 million sq. m. mixed-use
development on the West Bund, which is expected to
complete in multiple phases between 2023 and 2027.
Development Properties
On the Chinese mainland, the profit contribution from
Development Properties increased compared with the prior
year, due to more residential sales completions. Market
sentiment weakened in the second half of the year amidst
tightened credit conditions for the sector, but contracted
sales performance at the group’s projects remained
satisfactory, reflecting the superior locations of its
developments in Tier 1 and 2 cities.
Chinese mainland
Hong Kong
Thailand
Malaysia
Singapore
Indonesia
Philippines
Vietnam
Macau
Cambodia
Investment
Properties –
Office
Investment
Properties –
Retail
Development
Properties
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
In April 2021, the group launched a seven-level shopping
mall in Chongqing under a new lifestyle retail brand –
TheRing, the first in a series of malls under development
using this new brand. In addition, the group has three luxury
retail properties under development, in Shanghai, Chongqing
and Nanjing. It also has six premium lifestyle retail properties
under development on the Chinese mainland. Singapore
profits were in line with the prior year. Despite ongoing
impact from the pandemic, residential market sentiment
remained robust during the year, resulting in the introduction
of cooling measures in late 2021 to moderate demand. In the
rest of Southeast Asia, there were moderate improvements in
market sentiment and a gradual recovery in construction
activities asborders across the region reopened.
Underlying profit attributable to shareholders
(US$million)
Net asset value per share (US$)
Underlying operating profit by activity
(before corporate costs) (US$ million)
Gross assets by activity
Underlying Earnings per Share (US¢)
Hongkong Land
,
,
Net Asset Value per Share (US$)
Hongkong Land
.
.
.
.
.
Development
Properties
Investment
Properties
%Investment
Properties
% Development
Properties
Gross assets by location
Hong Kong %
% Chinese mainland
& Macau
% Southeast Asia
Hongkong Land
Change (%)
Sales including 100% of
associates & joint ventures
(US$ billion) . . ()
Sales (US$ billion) . . ()
Underlying profit attributable
toshareholders
(US$million) ()
2021 was another challenging year for DFI Retail, as the
pandemic continued to constrain normal store operations,
reduce store traffic and impact the customer experience and
customer behaviours. These external factors, combined with
a significant loss incurred by its key associate Yonghui and a
reduced level of government support compared with the
prioryear, materially affected the reported financial results
ofthe group.
DFI Retail Group
• Underlying net profit for the group’s subsidiaries (excluding government support) up 35%
• Group underlying profit of US$105 million compared with US$276 million in 2020
• Group’s results significantly impacted by its US$90 million share of Yonghui’s losses
• Continued progress in multi-year transformation
• Strong underlying Grocery Retail performance
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
The underlying financial performance of the group’s
subsidiaries, excluding government support, however,
improved year-on-year as the group continued to focus on
itsmulti-year transformation plan, driving improvements in
its businesses. These included enhancements to operating
efficiency, improvements to customer service standards and
the delivery of greater value for customers.
Underlying net profit for DFI Retail’s subsidiaries in 2021
wasdown 27% at US$145million. Underlying net profit
attributable to shareholders fell to US$105 million in 2021
from US$276 million in the prior year. Around 70% of this
reduction was due to a US$119 million adverse swing in
thegroup’s share of Yonghui’s profits compared with 2020.
The impact of the loss incurred by Yonghui was partially offset
by an encouraging recovery by Maxim’s, whereDFI Retail’s
share of the profits increased by US$15 million.
Food – Grocery Retail
Given the significant volatility in 2020 performance,
acomparison of performance in 2021 to 2019 provides a
betterunderstanding of the progress made in the group’s
transformation plan. Operating profit for the Grocery Retail
division in 2021 was US$143 million, significantly higher than
the US$63 million reported in 2019. This reflected a strong
improvement in underlying profitability achieved through the
execution of business improvement programmes, business
portfolio management initiatives, store revitalisation
programmes leading to improved store-level execution,
enhanced own brand penetration and progress in driving
customer loyalty in HongKong.
The weaker performance in Grocery Retail in 2021 compared
with 2020 was due to reduced sales as customer buying
behaviours normalised compared with last year, together
with lower levels of government support.
Food – Convenience
The performance of the group’s Convenience business was
broadly flat compared with the prior year. It received lower
levels of government support than the prior year, but saw
better performance in Hong Kong and Macau, where
7-Eleven sales recovered in the third quarter as market
conditions stabilised. There was strong new store growth
andreinvigorated customer traffic into stores, particularly in
HongKong. Operating profit was 5% lower than the prior
year, however, primarily due to lower profits in Singapore and
the Chinese mainland, where COVID-19 restrictions impeded
sales momentum.
Health and Beauty
Total underlying sales (excluding the impact of divestments)
for the Health and Beauty Division were slightly lower than
the prior year. The absence of tourist traffic due to the
ongoing closure of the border with the Chinese mainland
continued to significantly impact Mannings’ performance in
Hong Kong, which was also impacted by lower levels of
government support than the prior year, while Guardian
performance in Singapore andrest of Southeast Asia was
impacted by fewer customer visits due to pandemic
restrictions. Operating profit for 2021 was lower than the
prior year, but profitability increased by over 50% inthe
second half as a result of improved sales and strong
costcontrol.
Home Furnishings
Home Furnishings reported solid performance despite the
negative impact of government-imposed trading restrictions
and global supply chain disruptions. Sales benefitted from
ongoing store network expansion and strong e-commerce
growth, but profits were 36% lower. This was principally due
DFI Retail Group
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Asian countries and
territories
Over
,
Outlets
. million sq.m.
Gross trading area
to ongoing pandemic-related restrictions and compromised
range availability caused by global supply chain constraints,
which impacted like-for-like sales performance, as well as
some additional pre-opening expenses.
Associates
The group’s overall reported financial results in 2021 were
materially affected by its US$90 million share of the loss
incurred byYonghui. Yonghui’s performance was impacted by
a combination of the normalisation of sales performance;
reduced margins resulting from rising competition and
investments in digital.
The contribution from 50%-owned Maxim’s increased
significantly in 2021 to US$52 million, as restaurant
patronage recovered, particularly in Hong Kong and on the
Chinese mainland.
Other Developments
Following a detailed strategic review of PT Hero, DFI Retail’s
89.3%-owned subsidiary in Indonesia, was restructured in
the year and pivoted focus towards its strong brands of IKEA,
Guardian and Hero Supermarkets, and away from the Giant
banner. The Giant banner in Indonesia ceased operations in
July, with six stores subsequently converted to the upscale
Hero banner, the conversion of one store in Bali into an IKEA
store in the fourth quarter and a number of other sites also
scheduled to be transformed into IKEA stores.
‘Own brand’ has continued to be a key driver of value for
customers and Meadows is now the number one brand
across the whole group. Own brand development is also an
ongoing focus within Health and Beauty, with plans to launch
over 1,000 products during 2022.
Digital innovation and e-commerce remain a key focus for
DFIRetail. The yuu rewards programme continues to exceed
expectations and now has almost four million members,
representing over 60% of Hong Kong’s adult population.
Allbrands have benefitted from stronger levels of customer
engagement. The yuu ecosystem has been expanded in 2021
to include Maxim’s as a partner, the introduction of yuu
Insure and Shell as fuel partner, and the launch of yuu-to-me
e-commerce functionality.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
†
Including share of associates and joint ventures.
Sales mix by format
†
Profit mix by format
Retail outlet numbers by format
§
Underlying profit attributable to shareholders
(US$million)
Underlying Profit Attributable
to Shareholders (US$ million)
Dairy Farm
*
#
#
#
#
Before effect of adopting IFRS 16
At IFRS 16 basis
Grocery Retail %
% Health and Beauty
% Home Furnishings
% Restaurants
% Other Retailing
%Convenience
Stores
Grocery Retail %
Other Retailing (%)
% Health and Beauty
% Home Furnishings
% Restaurants
%Convenience
Stores
Grocery Retail ,
, Health and
Beauty
Home Furnishings
, Restaurants
Other Retailing
,Convenience
Stores
Based on operating profit before effect of adopting IFRS and share of results of
associates and joint ventures, and excluding selling, general and administrative
expenses and non-trading items.
* Before effect of adopting IFRS
#
At IFRS basis
§
Including % of associates and joint ventures.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
• Much improved performance
• Pandemic continues to impact results
• Strong liquidity and funding position
• Four hotels opened and five new projects announced
USm
USm
Change (%)
Combined total revenue of
hotels under management ,
Underlying loss attributable
toshareholders () ()
Mandarin Oriental saw a significant improvement in its
performance in 2021, as restrictions on travel were gradually
relaxed in most countries. Performance varied by region,
however, as demand remained heavily influenced by the
extent and pace with which these restrictions were lessened.
Mandarin Oriental
The group delivered a total underlying loss of US$68 million,
US$138 million lower than 2020. Results remain materially
behind pre-COVID-19 levels.
Combined total revenue of hotels under management
increased by 78% in 2021 compared with the prior year.
InEurope and the United States, a relaxation of travel
restrictions in the second half of the year allowed business
levels to improve. In East Asia, by contrast, restraints on
international travel remained in place throughout the year,
limiting most hotels to domestic demand.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Results for most of the group’s owned hotels improved,
driven by both better trading conditions and government
support in some countries. In Europe, results were notably
better in Munich, London, Geneva and Paris, while Boston
and New York performed best of the properties in the
Americas. There was also a strong performance by the
HongKong hotel.
The earnings before interest, tax, depreciation and
amortisation (‘EBITDA’) from the group’s property interests
in2021 were US$24 million, compared with a loss of
US$62million in 2020. Due to associated depreciation costs,
these same properties in aggregate reported an underlying
loss of US$71 million in 2021, compared with a loss of
US$174million in the prior year.
Performance of the management business improved
substantially, producing EBITDA of US$17 million compared
with a loss of US$12 million in 2020. Particularly strong
management fees were earned in resort destinations such
asBodrum and Dubai. There was an underlying profit of
US$5million in 2021, compared with a loss of US$30 million
inthe prior year.
Results were boosted by COVID-19-related receipts that
included government support, primarily in Europe, rent
concessions in Tokyo, and business interruption insurance
proceeds for hotels in the United States.
The group’s total number of hotels under operation has
increased to 36, following the opening of its latest property
inShenzhen in January 2022. In 2021, the group took over
the management of the Al Faisaliah Hotel in Riyadh and
opened a new hotel on the Bosphorus in Istanbul, both
under management contracts. The group also reopened the
Mandarin Oriental Ritz, Madrid, in which it owns a 50%
interest, after an extensive programme of restoration and
refurbishment.
The group’s development pipeline remains robust, with 24
projects expected to open in the next five years. Three new
management contracts were announced in 2021, and two
new developments have been announced since the start of
2022. Two hotels and three standalone residences projects
are scheduled for opening in 2022, while the group also
expects to rebrand two properties in the Middle East.
In Hong Kong, the Causeway Bay site under development
remains on track to complete in 2025.
Underlying (loss)/profit attributable to shareholders
(US$ million)
Net asset value per share* (US$)
* With freehold and leasehold properties at valuation.
Underlying Profit Attributable
to Shareholders (US$ million)
MO
()
()
Net Asset Value per Share* (US$)
MO
.
.
.
.
.
Hotel and residences portfolio
#
As of rd March .
MO
Number of hotels in operation
Number of hotels and residences projects expected in the
next five years
#
#
Combined total revenue of US$1,054 million of hotels
under management by geographical area (US$ million)
The Americas
Asia
Europe,
Middle East
& Africa
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Jardine Cycle & Carriage
• Underlying profit of US$786 million, 83% higher than 2020, and 9% lower than 2019
• Higher contributions across the JC&C portfolio
• Proposed final dividend of US¢62 per share, total dividend of US¢80 per share for
theyear, 86% higher than 2020
Change (%)
Revenue (US$ billion) . .
Underlying profit attributable
toshareholders
(US$million)
Jardine Cycle & Carriage
Astra
Direct Motor Interests:
Cycle & Carriage Bintang
Cycle & Carriage Myanmar
Cycle & Carriage Singapore
Tunas Ridean
Other Strategic Interests:
Refrigeration Electrical Engineering Corporation (‘REE’)
Siam City Cement (‘SCCC’)
Truong Hai Group Corporation (‘THACO’)
Vinamilk
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Underlying profit of US$192 million (excluding Astra,
DMIcentral overheads and corporate) by business
(US$million)
Revenue (US$ billion)
Underlying profit attributable to shareholders
(US$million)
Jardine Cycle & Carriage’s underlying profit attributable to
shareholders was83% higher than last year at US$786million.
Afteraccounting for non-trading items, profit attributable to
shareholders was US$661 million, 22% higher than the same
period last year. Non-trading items in 2021 of US$125 million
included unrealised fair value losses related to non-current
investments.
Astra’s contribution to the group’s underlying profit increased
significantly to US$655 million from US$309 million last year,
reflecting improved performances from most of its
businesses.
The underlying profit from Direct Motor Interests (‘DMI’)
increased to US$39 million from US$14 million last year,
mainly due to improved contributions from Cycle & Carriage
Singapore andTunas Ridean in Indonesia. Other Strategic
Interests contributed an underlying profit of US$151 million,
up 26% from the previous year.
Direct Motor Interests
Direct Motor Interests saw improved performance across its
businesses, with a 58% increase in the contribution from
Cycle & Carriage Singapore, supported by higher profits
fromits premium and used car operations. In Indonesia,
Tunas Ridean’s automotive business recovered well with a
contribution of US$16 million, compared with US$1 million
last year, mainly due to higher profits from its automotive and
financial services businesses.
Revenue (US$ billion)
Jardine C&C
.
.
.
.
.
Underlying Profit Attributable
to Shareholders (US$ million)
Jardine C&C
Cycle & Carriage
Bintang
THACO
Vinamilk
REE
SCCC
Other Strategic Interests: Direct Motor Interests:
Cycle & Carriage
Singapore
Tunas Ridean
() Cycle & Carriage
Myanmar
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Jardine Cycle & Carriage
Other Strategic Interests
Under Other Strategic Interests, THACO’s contribution was
60% higher than last year. Its automotive business continued
to do well, as margins benefitted from an improved sales mix
which offset a small decline in unit sales.
The contribution by SCCC was 18% higher than the previous
year, with results benefitting from areduction in corporate
tax rates in respect of its Sri Lankan operations. Excluding
thetax impact, SCCC’s contribution would have been flat,
with the benefit of continued cost-saving initiatives offset
bycontinued lower cement volumes as market demand
wasaffected by the pandemic and reduced margins as a
result of an increase in coal prices. There was an 8% higher
contribution from REE, mainly due to a stronger performance
by its power and water investments as a result of favourable
hydrography.
The group’s investment in Vinamilk delivered slightly
higherdividend income of US$39 million. Vinamilk’s net
profit declined by 5% as a result of higher input and
transportation costs.
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
• Net earnings per share up 96% compared to 2020 (before prior year gain on sale of
investment in Permata Bank) and 7% below 2019, prior to the impact of COVID-19
• Significant improvement in Automotive, with car sales up 81% and motorcycle sales
up36%
• Higher commodity prices benefitted number of businesses
• Strong financial and funding position
Change* (%)
Net revenue
#
(US$ billion) . .
Profit attributable to
shareholders
#
†
(US$million) ,
* Based on the change in Indonesian rupiah, being the reporting currency of Astra.
#
Reported under Indonesian GAAP.
†
Before the gain on sale of investment in Permata Bank in .
Astra delivered a strong performance, with net profit under
Indonesian accounting standards of Rp20.2 trillion,
equivalent to US$1.4 billion, 25% higher than 2020,
whenthe group benefitted from the gain on the sale of its
investment in Permata Bank. Excluding this one-off gain,
thegroup’s net income would have increased by 96%.
Key contributors to this strong performance included an
overall improvement in the Indonesian economy as the
impact of the pandemic and related containment measures
abated; higher commodity prices – with historic high
commodity prices; and effective government fiscal measures,
including the removal of luxury sales tax on small engine cars
for most of year.
Astra
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
These improved trading conditions drove stronger
performances from all of Astra’s businesses, and in particular
its automotive, financial services, heavy equipment and
mining and agribusiness divisions.
Automotive
Net income from Astra’s automotive division increased by
170% to US$509 million, reflecting the recovery from the
significant adverse impact of the pandemic last year and an
increase in sales volumes, especially in the car segment,
which benefitted from temporary luxury sales tax incentives.
The wholesale market for cars increased by 67% in 2021
andAstra’s car sales were 81% higher, with market share
increasing to 55% from 51% last year. The wholesale market
for motorcycles increased by 38% and Astra Honda Motor’s
sales rose by 36%, with a slightly reduced market share.
AstraOtoparts saw an increase in net income, mainly due to
higher revenues from the original equipment manufacturer,
replacement market and export segments.
Financial Services
Net income from the group’s financial services division
increased by 49% to US$345 million, primarily due to higher
contributions from the consumer finance and general
insurance businesses. Consumer finance businesses saw a
25% increase in new amounts financed. There was a 70% rise
in the contribution from the group’s car-focussed finance
companies and an increase of 66% in the contribution from
its motorcycle-focussed business. These increases were
mainly due to lower loan loss provisioning.
Astra’s heavy equipment-focussed finance operations saw an
88% increase in new amounts financed. The net income
contribution from this segment increased by 85%.
General insurance company Asuransi Astra Buana reported
a21% increase in net income, mainly caused by higher
investment and underwriting income. The group’s life
insurance company, Astra Life, recorded a 50% increase in
gross written premiums.
Heavy Equipment, Mining and Construction
Net income from Astra’s heavy equipment, mining and
construction division increased by 79% to US$427 million,
due to higher Komatsu heavy equipment sales and improved
coal prices.
Komatsu heavy equipment sales rose by 97%, while parts
and service revenues were also higher. Mining contractor
Pamapersada Nusantara recorded 3% higher overburden
removal volume and 1% higher coal production. United
Tractors’ coal mining subsidiaries achieved 3% lower coal
sales, while Agincourt Resources reported a 3% increase in
gold sales.
General contractor Acset Indonusa reported a net loss of
US$49 million, mainly due to the slowdown of several
ongoing projects and reduced construction project
opportunities during the pandemic.
Astra
Jardine Matheson Annual Report 2021
Group Managing Director’s Review
Profit attributable to shareholders of US$1,408 million
by business (US$ million)
Motorcycle sales including associates and
joint ventures (thousand units)
Motor vehicle sales including associates and
joint ventures (thousand units)
Motor Vehicle Sales including Associates
and Joint Ventures (thousand units
Astra
Motorcycle Sales including Associates
and Joint Ventures (thousand units)
Astra
,
,
,
,
,
Heavy Equipment,
Mining &
Construction
Automotive
Financial Services
Property
Agribusiness
Information
Technology
Infrastructure
& Logistics
US$m
New heavy equipment
financing
US$.bn
New consumer
financing
%
Market share for
new motorcycles
%
Market share for
new motor cars
Agribusiness
Net income from the group’s agribusiness division was
US$109million, 137% higher than 2020, mainly due to
higher crude palm oil prices, which rose by 32%. Crude palm
oil and derivatives sales fell slightly.
Infrastructure and Logistics
Astra’s infrastructure and logistics division saw its net
income increase by 53% to US$5 million in 2021. Thegroup’s
toll road concessions saw 25% higher toll revenue. Serasi
Autoraya’s net income increased by 26%, mainly due to
improved operating margins and more vehiclesunder
contract, although used car sales were lower.
During the year, the group acquired a 49% stake in
PTJasamarga Pandaan Malang, the operator of the
Pandaan-Malang toll road, one of the important toll roads
inEast Java.
Information Technology
Net income from the group’s information technology division
was 86% higher at US$5 million.
Property
Net income from the group’s property division increased by
26% to US$8 million. During the year, Astra Land Indonesia
(‘ALI’), Astra’s 50:50 joint venture with Hongkong Land,
acquired the remaining 33% stake in Astra Modern Land,
thedeveloper of the Asya residential township in East
Jakarta, which it did not already own. In early 2022,
ALIestablished a joint venture with LOGOS to develop and
manage modern logistics warehouses in Indonesia.
Jardine Matheson Annual Report 2021
Financial Review
Results
Underlying business performance
USm
USm
Revenue , ,
Operating profit , ,
Net financing charges () ()
Share of results of associates
and joint ventures ,
Profit before tax , ,
Tax () ()
Profit after tax , ,
Non-controlling interests (,) (,)
Underlying profit attributable
to shareholders , ,
Non-trading items (,)
Net profit/(loss) , ()
US US
Underlying earnings per share . .
The Group’s underlying net profit and underlying earnings per
share in 2021 were up by 39% and 64%, respectively, from
2020 as the performance and profitability of the Group’s
businesses through the COVID-19 pandemic started to
improve. The increase in 2021 was primarily driven by a
stronger contribution from Astra, a recovery in the performance
of Mandarin Oriental, improved contributions bythe Group’s
Motors business and its Southeast Asian businesses held by
Jardine Cycle & Carriage. Hongkong Land and Jardine Pacific
also delivered resilient performances in 2021. DFI Retail
Group (‘DFI Retail’), however, recorded lower underlying
earnings than in 2020 as its associate, Yonghui, moved from
a profit in 2020 to loss in 2021 as the competitive
environment on the Chinese mainland intensified. DFI Retail
and a number of other businesses also saw a reduced level
of government grants and subsidies in 2021. For the Group as
a whole, these amounted to US$58million (underlying profit
attributable to shareholders) in 2021, compared to US$282
million in2020.
While a majority of the increase in Group’s earnings were
driven by improvements in underlying business performance
as outlined above, the reported results also benefitted from
the impact of the Company’s acquisition of the remaining
15% minority interest in Jardine Strategic in April 2021 to
simplify the Group’s ownership structure. Excluding the
impact of this Group simplification, increases in underlying
net profit and underlying earnings per share in 2021 were
29% and 32%, respectively.
Graham Baker
Group Finance Director
Jardine Matheson Annual Report 2021
Financial Review
Revenue
The Group’s revenue of US$35.9 billion in 2021 was 10%
above the prior year.
Astra recorded a significant increase in sales of 36% from
2020 with recovery in the majority of its businesses,
particularly Automotive, where higher volumes in its car sales
operations benefitting from temporary luxury sales tax
incentives, and Heavy Equipment, Mining and Construction
due to higher heavy equipment sales and improved
commodity prices.
Jardine Cycle & Carriage’s motor vehicle operations recorded
a 10% increase in sales from 2020 as a result of higher sales
in its premium and used car operations in Singapore.
Mandarin Oriental’s subsidiary hotels recorded an increase
in revenue of 73% from 2020, but were still 44% behind
2019. Allhotels were open by the end of 2021 and there were
improvements in business activity at hotels in Europe and
the United States as travel restrictions relaxed in the second
half of 2021. Higher revenue was recorded in Hong Kong
hotels compared to 2020 mainly attributable to domestic
demand as borders with the Chinese mainland and
international borders remained effectively closed in 2021.
Hongkong Land’s revenue increased by 14% from 2020
mainly due to higher contribution from Development
Properties reflecting higher residential properties
completions in the Chinese mainland.
12% lower year-on-year sales in DFI Retail was mainly
attributable to lower sales in its Grocery Retail and Health &
Beauty businesses, which were impacted by the continuing
pandemic with restrictions on customer movement and the
absence of panic buying seen at the start of the pandemic in
2020, and the rationalisation of its business in Indonesia by
withdrawal from the Giant Indonesia brand.
The drop in Jardine Pacific’s sales of 20% was mainly due to
the sale of the Innovix business during 2020, mitigated by
higher delivery sales in Restaurants’ business inTaiwan.
Jardine Motors reported an overall marginal decrease in sales
reflecting strong improvement in sales in the United Kingdom
compared to 2020 when there was temporary closure of
dealerships and lower demand due to the pandemic, and
lower sales contribution from Chinese mainland business
following completion of the sale of the business to
Zhongsheng in October 2021.
Gross revenue, including 100% of revenue from associates
and joint ventures, which is a measure of the full extent of the
Group’s operations, increased by 20% to US$109.4 billion.
The increase was largely from Astra’s associates in the
Indonesia Automotive business, Zhongsheng, and Hongkong
Land’s property associates and joint ventures.
Operating Profit
Operating profit from the Group’s subsidiaries, excluding
non-trading items, was US$3,328 million, an increase of
US$991 million or 42%.
Astra’s underlying operating profit increased by 94% from
2020 to US$1,789 million, with higher contributions from the
Automotive and Heavy Equipment, Mining and Construction
businesses reflecting higher revenues; higher contributions
from Astra’s consumer finance and general insurance
businesses; and higher profit in the Agribusiness due to
higher crude palm oil prices.
Mandarin Oriental reported a lower underlying operating loss
of US$26 million in 2021, compared to US$186 million in
2020, which included a US$45 million impairment provision
on the carrying value of the Geneva hotel property. Results
from owned hotels improved driven by better trading
conditions, government support received in some countries
and continued focus on cost control. The management
business also recorded a profit with higher management fees
earned in a number of destinations.
For Jardine Motors’ subsidiaries, overall underlying operating
profit increased by US$34 million (23%) to US$183 million.
The Group’s United Kingdom dealerships recorded an
operating profit of US$55 million in 2021 due to increased
volumes and margins, as well as, improved overhead
efficiencies, which compared to a loss of US$3 million in
2020 when there was an extensive temporary closure of its
dealerships in the first half of the year. This was partly offset
by the impact of the sale of the Group’s dealerships in the
Chinese mainland to Zhongsheng in October 2021.
Jardine Cycle & Carriage’s underlying operating profit
increased by US$20 million (36%) to US$73million, with
higher earnings in the Singapore motoroperations.
Jardine Pacific recorded operating profit in 2021 at
US$85million, which was US$2 million (3%) lower than
2020. The Restaurant businesses reported a higher profit
with higher delivery sales in Taiwan and the benefits realised
from the ongoing process re-engineering project, and
absence of the 2020 impairment provisions on loss-making
stores, partly offset by significantly lower government
support received in 2021 than in 2020. JEC’s contribution was
in line with 2020 with good performance from the Hong Kong
engineering operations, but the businesses in Thailand and
Singapore were impacted by the pandemic.
Hongkong Land’s underlying operating profit decreased by
US$16 million (2%) from 2020 to US$943 million, primarily
due to higher corporate expenses, with contributions from
development properties sales in the Chinese mainland and
earnings from its commercial portfolio in line with 2020.
DFI Retail’s underlying operating profit was US$99 million
(24%) below 2020 at US$313 million, principally due to lower
contributions from its Grocery Retail business in Hong Kong
and Southeast Asia reflecting normalisation of customer
buying behaviours and reduced levels of government support.
Contributions from Convenience store business in 2021 was
broadly in line with 2020. Lower operating profit in Health
and Beauty business reflected lower sales resulting from
fewer customer visits due to pandemic restrictions. Home
Furnishings business recorded lower profit in 2021 principally
due to supply issues and additional pre-operating expenses.
Jardine Matheson Annual Report 2021
Financial Review
Net Financing Charges
Net financing charges at US$389 million were US$6 million
(1%) lower compared to 2020 principally due to the lower
average levels of net borrowings in Astra following the sale
ofits interest in Permata Bank in May 2020, partly offset by
higher borrowings in the Company following the privatisation
of Jardine Strategic in April 2021. Interest cover, excluding
financial services companies, increased from 11 times to
14times in 2021. Cover was calculated as the sum of
underlying operating profit – before the deduction of the
amortisation of right-of-use assets, net of actual lease
payments – and the share of results of associates and joint
ventures, divided by net financing charges excluding interest
on lease liabilities.
Share of Results of Associates and Joint Ventures
The Group’s US$1,178 million share of underlying results of
associates and joint ventures was US$334 million, or 40%,
higher than the prior year.
The overall contribution from Astra’s associates and joint
ventures increased by US$251 million in 2021 to
US$453million, primarily due to strong performance from
itsAutomotive business with increased car sales volumes.
Contributions from Hongkong Land’s associates and joint
ventures increased by US$88 million to US$356 million,
primarily from its joint venture development property projects
in the Chinese mainland.
The Group’s contribution from Zhongsheng, reflecting its
results in the second half of 2020 and the first half of 2021,
was higher by US$71million at US$206 million.
The overall contribution from Jardine Cycle & Carriage’s
associates and joint ventures increased by US$43 million to
US$128 million. Higher profit in the automotive and financial
services businesses was reported by its 46.2%-owned Tunas
Ridean in Indonesia. The 26.6%-owned associate in Vietnam,
THACO, recorded stronger automotive result as margins
benefitted from an improved sales mix which offset a small
decline in unit sales. Higher contribution was seen in the
25.5%-owned SCCC in 2021, mainly due to a reduction in
corporate tax rate in respect of its Sri Lankan operations.
Excluding the favourable tax impact, SCCC’s contribution
would have been flat as benefit from continued cost saving
initiatives were offset by continued low market demand for
cement and reduced margin due to higher coal prices.
Therewas a highercontribution from REE due to improved
performance from its power and water investments as a
result of favourable hydrography.
In Mandarin Oriental, a lower loss of US$22 million was
reported by its associates and joint ventures, mainly
attributable to the hotels in the United States.
In DFI Retail, the overall contribution from associates
decreased by US$116 million to a loss of US$40million,
mainly due to its share of the loss incurred by its 21%-owned
associate, Yonghui, compared to a profit in 2020. Yonghui’s
adverse performance in 2021 was impacted by a combination
of the normalisation of salesperformance, reduced margins
resulting from rising competition and investments in digital.
This was mitigated bya higher contribution from 50%-owned
Maxim’s, asrestaurant patronage recovered, particularly in
Hong Kong and the Chinese mainland.
Jardine Pacific’s associates and joint ventures performed in
line with 2020.
Tax
The underlying effective tax rate for the year was 28%,
compared to 25% in 2020. The increase in effective tax rate
in2021 reflects a number of factors, including absence of the
one-off benefit of a reduction in corporate income tax rates in
Indonesia in 2020, the 2020 reversal of a prior year tax
provision, and changes in the geographical mix of the
Group’s profit.
Non-trading Items
In 2021, the Group had net non-trading gains of
US$368million, which included a gain of US$791 million
onthe sale of Zung Fu’s business on the Chinese mainland to
Zhongsheng, and a gain of US$337 million on the sale and
leaseback of two of Zung Fu’s properties in Hong Kong; partly
offset by a net decrease of US$681 million in the fair value of
investment properties, primarily in Hongkong Land, and a net
decrease of US$62 million in the fair value of other
investments.
In 2020, the Group had net non-trading losses of
US$1,479million, which included a net decrease of
US$1,424million in the fair value of investment properties,
primarily in Hongkong Land, and impairment of goodwill
andinvestment in associates and joint ventures of
US$223million; mitigated by the gains of US$120 million
and US$64 million on the sale of Permata Bank in Astra and
Wellcome Taiwan in DFI Retail respectively, and a net increase
of US$100 million in the fair value of other investments.
Dividends
The Board is recommending a final dividend of US$1.56 per
share for 2021, providing a total annual dividend for 2021 of
US$2.00 per share, 16% increased from 2020. The final
dividend will be payable on 11th May 2022, subject to
approval at the Annual General Meeting to be held on
5thMay 2022, to shareholders on the register of members at
the close of business on 18th March 2022. The dividends will
be available in cash with a scrip alternative.
Jardine Matheson Annual Report 2021
Financial Review
Cash Flow
Summarised cash flow
USm
USm
Cash generated from
operations , ,
Net interest and other
financing charges paid () ()
Tax paid () ()
Dividends from associates
and joint ventures
Operating activities , ,
Capital expenditure and
investments (,) (,)
Disposals , ,
Cash flow before financing , ,
Acquisition of the
remaining interest in
Jardine Strategic (,) –
Principal elements of lease
payments () ()
Other financing activities () (,)
Net (decrease)/increase in
cash and cash
equivalents (,) ,
Cash inflow from operating activities for the year of
US$5,076million was US$199 million lower than in 2020.
Therewere higher inflows from increased operating profit,
lowerfinancing charges and higher dividends received from
Hongkong Land’s property joint ventures and Astra’s joint
ventures in its Automotive business. This was more than
offset by increase in net working capital mainly in Hongkong
Land with increased investment in development property
projects and in Astra’s Heavy Equipment, Mining and
Construction, Automotive and Financial Services businesses
as a result of improved trading condition with the impact of
the pandemic and related containment measures abated
during2021.
Capital expenditure and investments for the year,
beforedisposals, amounted to US$2,738 million
(2020:US$7,034 million). This included the following:
• US$1,294 million for investments in various associates
andjoint ventures, primarily Hongkong Land’s investments
of US$1,208 million in Development Property projects,
most of which were joint venture projects in the Chinese
mainland in Chongqing, Shanghai, Wuhan, Nanjing and
Chengdu; and Astra’s investments in and capital injections
into associates and joint ventures of US$68 million,
including US$66 million related to investments in toll road
concession business;
• US$620 million for the purchase of tangible assets, which
included US$328 million in Astra (of which US$187 million
was for the acquisition of heavy equipment and machinery,
predominantly by Pamapersada, US$49 million was for
outlet development and additional operational machinery
and equipment in Astra’s automotive business, and
US$53million was to improve plantation infrastructure in
Astra’s agribusiness); US$185 million in DFI Retail for new
store expansion and the refurbishment of existing stores;
and US$31 million in Jardine Motors for dealership
developments;
• US$467 million for the purchase of other investments,
which included US$375 million acquisition of securities in
Astra; and
• US$158 million for the purchase of intangible assets,
which included US$63 million for mining exploration costs
and US$36 million for the acquisition of contracts by
Astra’s general insurance business.
In 2020, the Group’s principal capital expenditure and
investments included:
• US$4,660 million for additions to investment properties,
which included US$4,485 million for Hongkong Land’s
acquisition of a mixed-use site in the Xuhui District in
Shanghai (the ‘West Bund project’);
• US$931 million for investments in various associates and
joint ventures, primarily Hongkong Land’s investments of
US$837 million in Development Property projects, most of
which were joint venture projects in the Chinese mainland
in Shanghai, Chongqing, Chengdu and Wuhan; Mandarin
Oriental’s shareholders’ loans to its associate and joint
venture hotels of US$41 million; and Astra’s investments in
and capital injections into associates and joint ventures of
US$27 million, including US$24 million related to
investments in toll road concessions;
• US$659 million for the purchase of tangible assets by
Group companies;
• US$494 million for the purchase of other investments,
which included US$478 million of securities by Astra’s
general insurance business; and
• US$131 million for the purchase of intangible assets, which
included US$52 million for mining exploration costs and
US$30 million for the acquisition of contracts by Astra’s
general insurance business.
The contribution to the Group’s cash flow from
disposalsforthe year amounted to US$2,969 million
(2020:US$5,900 million), which principally included:
• US$738 million being proceeds received, net of transaction
costs, relating to sale and leaseback of Zung Fu Hong
Kong’s properties in Hung Hom and Chai Wan; and
US$754million being proceeds received, net of tax and
transaction costs, relating to sale of Zung Fu China to the
Group’s associate, Zhongsheng, fora total consideration of
US$1.3 billion, which comprised US$886 million in cash
and US$428 million worth of new shares in Zhongsheng,
increasing the Group’s shareholding in Zhongsheng to
20.9%;
• US$850 million mainly related to advances and
repayments from associates and joint ventures in
Hongkong Land; and
Jardine Matheson Annual Report 2021
Financial Review
Net borrowings* and total equity (US$ billion)
* Excluding net borrowings of Astra’s financial services companies.
JM Financial Review
Net borrowings
Total equity
.
.
.
.
.
.
.
.
.
.
• US$246 million and US$152 million from the sale of
securities by Astra’s general insurance business and
Corporate, respectively.
The Group’s cash flow from disposals in 2020 included
principally:
• US$2,566 million being proceeds received relating to
Hongkong Land’s sale of a 57% interest in a subsidiary–
becoming a 43%-owned joint venture – which owns the
West Bund project in the Chinese mainland;
• US$1,436 million relating to advances and repayments
from associates and joint ventures in Hongkong Land;
• US$1,136 million from Astra’s sale of Permata Bank;
• US$109 million and US$84 million from DFI Retail’s sale of
Wellcome Taiwan and Rose Pharmacy, respectively; and
• US$445 million from the sale of other investments by
Astra’s general insurance business.
During the year, the Company acquired its remaining 15%
interests in Jardine Strategic to simplify the Group’s parent
company structure. The total acquisition cost was
US$5.6billion, of which US$5.5 billion had been settled
by31st December 2021. The Company also repurchased
itsown shares at a total cost of US$584 million
(2020:US$549 million) in 2021.
Additional shares in Group companies, primarily share
buybacks in Hongkong Land, were purchased at a total cost
of US$299million (2020: US$27 million) during 2021.
Thesepurchases are recognised as part of financing
activitiesin the Consolidated Cash Flow Statement.
The Group’s management also monitors total capital
investment across the Group. The Group’s capital investment,
including expenditure on properties for sale and investment
in the Group’s simplification of its holding structure, was
US$10.3 billion in 2021 (2020:US$7.6 billion), in addition to
which capital investment at its associates and joint ventures
exceeded US$4.7 billion (2020: US$2.5 billion). The Group
continued to make investment to drive future growth during
2021, reflecting the Group’s capital allocation framework
prioritising organic investments in the Group’s businesses,
but M&A investments in new businesses were relatively small
in 2021 at parent-level as the Group prioritised debt
reduction following the significant investment in acquiring
the remaining 15% minority interest in Jardine Strategic.
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 42 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 11% at 31st December 2021, up from 6% at
the end of 2020 but down from 14% at 30th June 2021.
Netborrowings, on the same basis, were US$6.6 billion at
31st December 2021, compared with US$3.7billion at the
end of 2020. Astra’s financial services companies had net
borrowings of US$2.7 billion at the end of the year, compared
with US$2.8 billion at the end of 2020.
At the year end, undrawn committed facilities totalled
US$8.0 billion. In addition, the Group had liquid funds of
US$7.3 billion. During the year, the Group’s total equity
decreased by US$4.4 billion to US$58.4 billion due to
simplification of the Group’s holding structure by acquisition
of the 15% minority interest in Jardine Strategic completed in
April 2021.
The average tenor of the Group’s borrowings at
31stDecember 2021 was 4.9 years, up from 4.4 years at
the end of 2020. 78% 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 31st December 2021, approximately 41% of the
Group’s borrowings, exclusive of Astra’s financial services
companies, were at floating rates and the remaining 59%
Jardine Matheson Annual Report 2021
Financial Review
were at fixed rates including those hedged with derivative
financial instruments with major creditworthy financial
institutions. 95% of the borrowings for Astra’s financial
services companies were at fixed rates.
Borrowings Profile at 31st December 2021
Shareholders’ Funds
Shareholders’ funds at 31st December 2021 are analysed
below, by business and by geographical area. There were no
significant changes from the prior year.
Interest rate*
By geographical area
By business
Currency
Maturity
* Excluding Astra’s financial services companies.
Floating %
% Fixed
IDR %
% USD
% HKD
% Others
< year %
- years %
% > years
% - years
%Jardine
Cycle & Carriage
Astra %
Jardine Pacific %
DFI Retail Group %
Mandarin Oriental %
% Jardine Motors
% Hongkong Land
% Southeast Asia
China %
% Rest of the World
% United Kingdom
Principal Risks and Uncertainties
A review of the principal risks and uncertainties facing the
Group is set out on pages 74 to 78.
Audit Opinion on DFI Retail
A qualified audit opinion for limitation of scope has been
issued by PricewaterhouseCoopers on DFI Retail’s financial
statements for the year ended 31st December 2021 as
Yonghui management concluded that it was impractical to
conduct an additional full scope audit on their results for the
twelve months ended 30th September 2021 which was the
basis for incorporating into DFI Retail’s 2021 financial
statements. Yonghui’s own independent auditors, Ernst &
Young, are performing their audit of Yonghui for the year
ended 31st December 2021 to satisfy Yonghui’s own reporting
obligations. A similar limitation does not arise in Jardine
Matheson’s 2021 financial statements given the significantly
higher level of materiality.
Accounting Policies
The Directors continue to review the appropriateness of the
accounting policies adopted by the Group, having regard
todevelopments in International Financial Reporting
Standards(‘IFRS’).
In 2021, the Group adopted the Interest Rate Benchmark
Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7,
IFRS4 and IFRS 16. The amendments provide practical
expedient from certain requirements under these IFRSs.
There was no significant impact on the Group’s consolidated
financial statements upon applying the amendments from
1stJanuary 2021.
The Group also adopted the 2021 Amendment to IFRS 16
‘Leases’ in relation to the COVID-19 related rent concessions.
This Amendment extends the practical expedient in the 2020
Amendment to eligible lease payments due on or before
30thJune 2022. By applying the 2021 Amendment,
the Group continued to recognise the COVID-19 related rent
concessions, which meet the conditions required under the
Amendment, in the profit and loss in the period which they
relate, instead of accounting for them as lease modifications.
The Group’s share of the rent concessions received by its
subsidiaries, associates and joint ventures in 2021, after tax
and non-controlling interests, amounted to US$44 million
(2020: US$62 million).
Jardine Matheson Annual Report 2021
Sustainability
Sustainability as a Key Enabler
Jardines has applied a multi-generational long-term
perspective in its approach to business for nearly 200 years.
Helping to make the communities we serve stronger,
healthier, and more resilient for future generations is good
for business; it has also long been an integral part of our
corporate purpose.
In 2019, we embarked on a ‘sustainability journey’ to embed
sustainable development priorities into the Group’s
operations, strategies, and planning. We are committed to
adapting how the Group operates to respond to changing
economic, social and environmental realities in the markets
where we operate. Our approach to sustainability goes
beyond managing and mitigating a set of business risks to a
focus on adding value by leveraging opportunities that will
contribute to the long-term success of our businesses.
Many of Jardines’ group businesses are already actively
pursuing sustainability strategies tailored to the specific
needs and interests of stakeholders in their respective
geographies and industries. In developing our Group-wide
sustainability agenda, we are collaborating across our Group
companies on common areas of focus and putting
sustainability metrics at the core of how we evaluate
performance.
Launch of our Inaugural Group
SustainabilityReport
Jardines is a member of the World Business Council for
Sustainable Development (‘WBCSD’); a global, CEO-led
organisation of over 200 leading businesses from all sectors
and all major economies working together to accelerate our
transition to a sustainable world. The Group benefits from the
insights it gains from the way other members of WBCSD are
approaching the many sustainability challenges and
opportunities they face.
The scope of our inaugural standalone Sustainability Report*
will reflect the Group’s operational control and/or influence
in relation to its group businesses. As a diversified
conglomerate with a broad portfolio of businesses across a
range of sectors and geographies, managing and disclosing
Environmental, Social and Governance (‘ESG’) impacts for an
organisation of our size and complexity presents challenges
that we are working hard to overcome.
To inform the preparation of our Sustainability Report, weare
referencing the World Economic Forum (‘WEF’) Stakeholder
Capitalism Metrics, Global Reporting Initiative (‘GRI’)
Standards and Recommendations from the Taskforce for
Climate-related Financial Disclosures (‘TCFD’).
The Jardine Matheson Sustainability Report will be made
available on our corporate website at www.jardines.com.
* The Jardine Matheson Sustainability Report is expected to be published in May .
Jardine Matheson Annual Report 2021
Sustainability
Building Towards 2030
The Group believes more value can be created through our
businesses collaborating and driving our sustainability
agendas forward together, than by each business working on
a standalone basis.
Our sustainability strategy, entitled ‘Building Towards 2030’,
encompasses the Group’s response to social and
environmental megatrends that are shaping the communities
we serve, and has three core pillars – Leading Climate Action,
Driving Responsible Consumption and Shaping Social
Inclusion. The strategy provides anoverarching framework
forsustainability activity by the Group as a whole, and each
of our businesses have developed their own sustainability
strategies which align with the Group approach. Our
business units are responsible for driving performance under
each pillar while the Group provides guidance and support
for progress on eight focus areas. Since we cannot manage
what we do not measure, our priority in 2021 has been to
align all business units on a common platform of key
performance metrics. We will disclose new data for the social
and environmental impacts of the Group in our standalone
Sustainability Report.
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Nature
Plastic
Food
Carbon
Risk
CO2
Jardine Matheson Annual Report 2021
Sustainability
Materiality
The Group’s sustainability agenda is designed to reflect the
needs of our people, our customers, and our communities;
and to be responsive to the social, environmental and
economic challenges faced by the communities we operate
inacross our markets in China and Southeast Asia.
Sustainable Development Goals
Our approach is aligned with the United Nations’ (‘UN’) 2030
Agenda for Sustainable Development, which aims to end
poverty, protect the planet and ensure peace and prosperity
for all people by 2030. From among the UN’s 17 Sustainable
Development Goals (‘SDGs’), we have identified five that are
most closely aligned with the Group’s priorities.
Stakeholder Engagement
We are focussed on carrying out extensive stakeholder
engagement on sustainability issues on an ongoing basis
both at Group level and at the level of our individual business
units. Each of our major businesses is taking the lead on
driving forward their respective sustainability agendas,
reflecting what matters most to their businesses at an
industry and market level.
Implementation Structure
The Group’s approach to corporate governance and risk
management is uniquely suited to the size, complexity,
andownership structure of our business interests in Asian
markets. We respect the independence of our subsidiaries
and affiliates by affirming the operational accountability of
their respective management teams. Atthe same time,
weleverage the experience and expertise of our corporate
networks to enhance leadership and entrepreneurialism,
evolve our portfolio, and deliver operational excellence
across the Group.
The same approach applies to our implementation structure
for sustainability; we are building on the sustainability
strategies developed by each of our businesses, while
ensuring alignment and creating opportunities for effective
collaboration.
Risk
Carbon
Health Education Livelihood
Leading climate action
Driving responsible consumption
Shaping social inclusion
Nature Plastic Food
Jardine Matheson Annual Report 2021
Sustainability
Partners
Regulators
Creditors
Investors
Employees
Partners
Regulators
Creditors
Investors
Employees
Operating companies
Group-wide
collaboration
Group Customers
Commercial
relationships
Social inclusion working group
Climate action working group
Responsible consumption working group
Cross-group collaboration
Group Finance/Group Audit and Risk Management
JM Sustainability Leadership Council
JM sustainability capability
Group leadership and support
Oversight from Boards of individual businesses and JMH
Individual business sustainability strategies and frameworks
Stakeholder engagement
Group sustainable implementation structure
Jardine Matheson Annual Report 2021
Sustainability
Policies and Guidelines
Information sharing and harmonisation of ESG policies and
initiatives are integral to the Group’s sustainable governance
approach. We are in the process of codifying good practices
into a coherent and comprehensive set of Group policies.
Together, these make explicit the Group’s high expectations
for behaviour by all employees of the Group and our
operating companies, as well as others with whom we work,
such as suppliers and business partners, concerning a range
of sustainability governance topics.
The respective roles of our individual business units and the Group in implementing our sustainability approach are as follows:
Deliver Monitor Report
Develop suitable systems and processes for
managing the delivery of our sustainability agenda.
Enable the Group and its businesses to deliver
results and monitor and report on performance.
Review
Review material
sustainability
issues
Align
Align sustainability
strategy with
corporate strategy
Role of the Group
Leadership
Sustainability capability
Group policies and guidelines
Enterprise risk management
Capital allocation
Group sustainability reporting
Role of the business units
Alignment with Group strategy
Cross-group collaboration
Sustainability metrics and targets
Reporting on sustainability performance
Sustainability budgeting as part of the annual
budget and business planning process
Sustainability management building blocks
Jardine Matheson Annual Report 2021
Sustainability
Board Reporting and Budgeting Process
Group companies report on sustainability progress to their
respective Boards (or in the case of private companies to Risk
Management and Control and Compliance Meetings) twice a
year. Sustainability is an explicit focus of the budgeting
andbusiness planning process for each of our businesses.
The budget submissions for each business include an
overview of how sustainability has been incorporated into
itswider strategy and may also identify new business
opportunities driven by sustainability.
Working Groups
We are increasing collaboration between our business units
by creating communities of expertise on specific focus areas.
Collaborative working groups support the three pillars of our
sustainability strategy:
Sustainability Leadership Council
The Sustainability Leadership Council (‘SLC’) comprises the
chief executives of our businesses and meets regularly to
share experience and provide oversight of the sustainability
activities of individual businesses, with the aim of
implementing a Group-wide approach to sustainability.
Composition of the SLC
• Chief executives of all principal businesses
• Jardine Matheson executive directors and heads of
Groupfunctions
• One non-executive Director
• One external adviser
Group Sustainability Capability
The Group Sustainability function works closely with
representatives from individual businesses to facilitate
cross-Group activity and works with other Group functions to
offer our businesses support and advice on sustainability
matters, such as metrics, budgets, and reporting. The team
also monitors and identifies sustainability-related financial
risks and opportunities, engages stakeholders on
sustainability-related topics and coordinates the provision
ofinternal and external sustainability expertise.
Capital Allocation
The Group’s capital allocation framework prioritises organic
investment in its portfolio to drive long-term growth and
returns, underpinned by the continued payment of dividends,
which it aims to grow over time. We then focus on investing
in new business opportunities, as well as carrying out share
buybacks in our Group companies where appropriate.
Theframework is grounded in a strong balance sheet which
provides resilience through the business cycle. We are also
increasingly seeking to ensure that our investments align
with the objectives of our sustainability strategy.
Climate
action
Working group
Responsible
consumption
Working group
Social
inclusion
Working group
Jardine Matheson Annual Report 2021
56
Directors’ Profiles
* Executive Director
Ben Keswick*
Executive Chairman
Ben Keswick, 49, has been Executive Chairman of Jardine Matheson since January 2019.
Hewas Managing Director from April 2012 to June 2020. He has held a number of
executivepositions since joining the Group in 1998, including finance director and then
chiefexecutive officer of Jardine Pacific between 2003 and 2007, and group managing director
of Jardine Cycle & Carriage until March 2012. Mr Keswick is chairman of Dairy Farm,
HongkongLand and Mandarin Oriental. He is also chairman of Jardine Cycle & Carriage and
acommissioner of Astra. He is a director of Yonghui Superstores and held the position of
chairman between 2018 and 2020. He has an MBA from INSEAD.
John Witt*
Group Managing Director
John Witt, 58, was appointed Group Managing Director in June 2020, when he also became
managing director of Dairy Farm, Hongkong Land and Mandarin Oriental. He joined the Board
in 2016 and was Group Finance Director from 2016 to 2020. He has been with the Jardine
Matheson Group since 1993 and has held a number of senior finance positions, including chief
financial officer of Hongkong Land. Mr Witt is chairman of Jardine Matheson Limited and is also
a director of Jardine Pacific and Jardine Motors, as well as a commissioner and chairman of the
Executive Committee of Astra. He is a Chartered Accountant and has an MBA from INSEAD.
Y.K. Pang*
Deputy Managing Director
and Chairman of Hong Kong
Y.K. Pang, 61, joined the Board in 2011 and was appointed Deputy Managing Director in 2016
and Chairman of Hong Kong in 2019. He has held a number of senior executive positions in the
Group, which he joined in 1984, including chief executive of Hongkong Land between 2007
and 2016. He was a director of Dairy Farm from 2016 to November 2021. He is chairman of
Jardine Pacific, Hong Kong Air Cargo Terminals and Zung Fu. Mr Pang is also deputy chairman of
Jardine Matheson Limited, and a director of Gammon, Hongkong Land, Jardine Matheson
(China), Mandarin Oriental and Greatview. He is chairman of the Hong Kong Tourism Board and
the Hong Kong Management Association, a member of the Council and General Committee of
the Hong Kong General Chamber of Commerce and the Employers’ Federation of Hong Kong.
Graham Baker*
Group Finance Director
Graham Baker, 53, joined the Board as Group Finance Director in June 2020. He was previously
an executive director and chief financial officer of Smith+Nephew in the United Kingdom from
2017 to 2020. Prior to joining Smith+Nephew, he worked for 20 years for AstraZeneca PLC in
arange 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.
Heis also a director of Jardine Matheson Limited.
Stuart Gulliver
Stuart Gulliver, 62, 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. He is a director and member of the audit and finance committees of
Airport Authority Hong Kong, and is also a member of the International Advisory Council of
Hong Kong Exchanges and Clearing Limited. He is a director, chairman of the risk committee
and a member of the audit committee of The Saudi British Bank. He is also a director and
member of the audit committee and the risk and health, safety and environment committee of
Saudi Aramco.
Jardine Matheson Annual Report 2021
57
* Executive Director
Company Secretary
Jonathan Lloyd
Registered Office
David Hsu*
David Hsu, 63, joined the Board in 2016, having first joined the Group in 2011. He is chairman
of Jardine Matheson (China), with responsibility for supporting the Group’s business
developments on the Chinese mainland, Taiwan and Macau. He was previously chief executive
of J.P. Morgan Asset Management in the Asia Pacific Region. Mr Hsu is also a director of
JardineMatheson Limited and Zhongsheng.
Julian Hui
Julian Hui, 60, joined the Board in 2018, having first joined the Group in 1994. He is an
executive director of Owens Company, and a director of Central Development.
Adam Keswick*
Adam Keswick, 49, first joined the Group in 2001 and was appointed to the Board in 2007.
Hewas Deputy Managing Director from 2012 to 2016, and became chairman of Matheson & Co.
in 2016. Mr Keswick is a director of Dairy Farm, Hongkong Land and Mandarin Oriental. He is
also a director of Ferrari NV, Schindler and Yabuli China Entrepreneurs Forum and vice chairman
of the supervisory board of Rothschild & Co.
Anthony Nightingale
Anthony Nightingale, 74, joined the Group in 1969 and was appointed as a Director in 1994.
Hewas Managing Director from 2006 until he retired from executive office in 2012. He is also
adirector of Dairy Farm, Hongkong Land, Jardine Cycle & Carriage and a commissioner of Astra.
He is a director of Prudential, Shui On Land and Vitasoy. He is chairperson of The Sailors Home
and Missions to Seafarers in Hong Kong.
Jeremy Parr*
Jeremy Parr, 61, was appointed to the Board in 2016, having first joined the Group as Group
General Counsel in 2015. He was a director of Dairy Farm and Mandarin Oriental from 2015 to
December 2020. He was previously a senior corporate partner with Linklaters, where he was
the global head of the firm’s corporate division, based in London. Mr Parr is also a director of
Jardine Matheson Limited. Mr Parr will be retiring from the Board on 31st March 2022.
Percy Weatherall
Percy Weatherall, 64, first joined the Company in 1976 and was appointed to the Board in 1999
before being appointed Managing Director in 2000. He retired from executive office in 2006.
He is also a director of Matheson & Co. He is chairman of Corney & Barrow and the Nith District
Salmon Fishery Board.
Michael Wei Kuo Wu
Michael Wu, 51, joined the Board in 2015. He is chairman and managing director of
Maxim’sCaterers in Hong Kong. He is also a non-executive director of Hang Seng Bank and
Hongkong Land.
Directors’ Profiles
Jardine Matheson Annual Report 2021
58
Overview of Governance Approach
The Jardine Matheson Group (the ‘Group’) understands the value of good corporate governance in driving the long-term
sustainable success of the business. It is committed to high standards of governance and has developed over many years an
approach which both the Group and its stakeholders regard as appropriate to the nature of its business and the long-term
strategy it pursues in its Asian markets.
We believe that an important part of strong governance is corporate stability, and this is provided by the long-term stewardship of
the business by family and related shareholders, who hold a significant proportion of the Group’s shares. This stability, coupled
with an effective and robust corporate governance framework, supports the Board in delivering the Group’s strategy and helps
deliver sustainable growth.
Group Structure
the direct management of the Company’s own activities, and with the oversight of the operations of other listed companies
within the wider Group.
The structural relationship between the Group companies is considered a key element of the Group’s success. By coordinating
objectives, establishing common values and standards and sharing experience, contacts and business relationships, the Group
optimises opportunities across the Asian countries in which it operates.
The Company’s system of governance is tailored to the Group’s size, ownership structure, complexity and breadth of businesses.
It is based on a well-tried approach to oversight and management, in which individual subsidiaries and affiliates benefit from the
Group’s strategic guidance and 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.
The Company is incorporated in Bermuda . The majority of the Group’s business interests are located in China and Southeast
Asia. The primary listing of the Company’s equity shares is a standard listing on the Main Market of the London Stock Exchange
(the ‘LSE’), and the Company’s primary regulator is the Financial Conduct Authority of the United Kingdom (the ‘FCA’).
The Disclosure Guidance and Transparency Rules (the ‘DTRs’) issued by the FCA require that this Report addresses all relevant
information about the Company’s corporate governance practices beyond the requirements under Bermuda law.
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 standard listed company
on the LSE.
The Company’s share capital is almost 60%-owned by Jardine Strategic Limited (‘Jardine Strategic’), a Bermuda-incorporated
wholly-owned subsidiary of the Company.
In April 2021 the Company completed the simplification of the parent company structure of the Group, which included the
acquisition by the Company, for cash, of the 15% of the issued share capital of Jardine Strategic Holdings Limited that it did not
already own. As part of the transaction, Jardine Strategic Holdings Limited was amalgamated with a wholly-owned subsidiary of
the Company and continued as Jardine Strategic Limited. Subject to shareholder approval, the Company intends to effect the
cancellation of Jardine Strategic’s almost 60% shareholding in the Company after the Annual General Meeting in May 2022.
Corporate Governance
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59
Corporate Governance
Governance of the Company’s Listed Subsidiaries
In addition to the simplification of the Group structure, the Company has focussed in the last year on changing the Group’s
approach to corporate governance more generally. The Company has led a series of changes to the governance of the Group’s
listed subsidiaries, including the composition of their boards.
These changes, which were made to the boards of Dairy Farm International Holdings Limited (‘DFIH’) and Mandarin Oriental
International Limited (‘MOIL’) in December 2021, and were announced in respect of Hongkong Land Holdings Limited (‘HKLH’) in
February 2022, have increased the diversity and brought greater sector expertise to the boards through the appointment of new
independent non-executive directors. The size of the boards has also generally reduced as a result of the retirement of a number
of existing directors.
In addition to making these board changes, each of DFIH, MOIL and HKLH has in the past year established formal audit,
remuneration and nominations committees at the listed company level.
Governance and Legal Framework
As a company incorporated in Bermuda , the Company is governed by:
• the Bermuda Companies Act 1981 (the ‘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 ‘Takeover Code’) was established; and
• the Company’s Memorandum of Association and Bye-laws.
The Takeover Code was established under the Special Act and is based on London’s City Code on Takeovers and Mergers.
Itprovides an orderly framework within which takeover offers can be conducted and the interests of shareholders protected.
Other acquisition mechanisms available under the Companies Act include schemes of arrangement, amalgamation, and
mergers. The Companies Act provides an orderly framework within which such procedures can be conducted and the interests of
shareholders protected in those circumstances.
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 standard listing in London means that it is bound by many of the same rules as premium-listed companies under
the Listing Rules, the DTRs, the Market Abuse Regulation
1
(‘MAR’) and the Prospectus Rules, including in relation 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 offering 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 London Stock Exchange. The Company and its directors are also subject to
legislation and regulations in Singapore relating to insider dealing.
The Company is not required to comply with the UK Corporate Governance Code (the ‘Code’), which applies to all premium-listed
companies and sets out the governance principles and provisions expected to be followed by companies subject to the Code.
When the shareholders approved the Company’s move to a standard listing from a premium listing in 2014, however, the
Company stated that it intended to maintain certain governance principles which were then applicable to it by virtue of its
premium listing.
As a result, the Company has adopted a number of governance principles (the ‘Governance Principles’) based on the
then-applicable requirements for a premium listing, which go further than the standard listing requirements.
1
The EU Market Abuse Regulation and, with effect from 1 January 2021, the UK Market Abuse Regulation.
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60
Corporate Governance
The key elements of the Governance Principles are as follows:
• When assessing a significant transaction (a larger transaction which would be classified as a class 1 transaction under the
provisions of the UK Listing Rules), the Company will engage an independent financial adviser to provide a fairness opinion on
the terms of the transaction.
• 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.
• Further, as soon as the terms of a significant transaction or a related party transaction are agreed, an announcement will be
issued by the Company 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.
The Management of the Group
Board
The Board is responsible for ensuring that the Group is appropriately managed and achieves the strategic objectives it sets,
in a way that is supported by the right culture, values and behaviours throughout the Group.
The Directors have the 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 Directors are
responsible for include:
• responsibility for 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 operations;
• approval of major changes to 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 upon recommendation from the Audit Committee, and interim management
statements;
• approval of Annual Report and Accounts;
• approval of dividend policy and amount and form of interim and final dividend payments for approval by shareholders
asrequired;
• 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 the 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.
Jardine Matheson Annual Report 2021
61
Corporate Governance
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 the Group management company,
Jardine Matheson Limited (‘JML’).
The Company sees the value of regularly reviewing the effectiveness of its processes and making improvements where
appropriate. The Board will therefore be establishing an evaluation process for the Board and committees of the Company,
aswell as leading the introduction of evaluation processes for the boards and committees of DFIH, HKLH and MOIL.
Board Composition
The Board’s composition and the way it operates provide stability, allowing the Company to take a long-term view as it seeks to
grow its business and pursue investment opportunities.
As at 3rd March 2022, the Board comprises 12 Directors, three of whom (25%) – Stuart Gulliver, Julian Hui and Michael Wei Kuo
Wu– areregarded as Independent Non-executive Directors. Two further Non-executive Directors – Anthony Nightingale and
PercyWeatherall – do not have any executive responsibilities, nor have they been an employee of the Company or Group within
the past five years, and they are sufficiently distanced from the day-to-day operations of the Company for the Company to take
the view that they are independent directors, even though they have served on the Board for over nine years.
The names of all the Directors and brief biographies appear on pages 56 to 57 of this Report.
Ben Keswick has been Executive Chairman of the Board since 15th June 2020. John Witt has held the role of Group Managing
Director from the same date. Ben Keswick previously held the roles of Executive Chairman and Managing Director on a combined
basis from 1st January 2019.
The Board considers that there is a clear division of responsibilities between the Chairman and the Group Managing Director,
andthis ensures an appropriate balance of power and authority.
Chairman
The Chairman’s role is to lead the Board, ensuring its effectiveness while taking account of the interests of the Group’s various
stakeholders, and promoting high standards of corporate governance. The Chairman’s principal responsibilities are in the areas
of strategy, external relationships, governance and people. He 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 Board directors on a regular basis between board meetings and promoting effective communication
between Executive and Non-executive Directors;
• Ensuring, together with the Group Managing Director, that all NEDs 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;
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62
Corporate Governance
• 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 senior management positions.
Group Managing Director
The role of the Group Managing Director is to implement the strategy agreed by the Board and manage the Group’s operations.
The Group Managing Director is responsible for developing the Group’s strategy and ensuring its timely execution, as well as
managing all aspects of the performance and management of the Group, with day-to-day responsibility for:
• Effective management of the Group’s businesses;
• Leading the development of the Group’s strategic direction and implementing the agreed strategy;
• Overseeing the Group’s 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 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 operational updates to the Board on all matters of significance relating to the Group’s businesses
orreputation;
• Ensuring, together with the Chairman, an appropriate focus on attracting and retaining the right people and carrying out
succession planning for senior management positions;
• Deepening collaboration within the Group and with external partners; and
• Fostering innovation and entrepreneurialism to drive the Group’s businesses.
The Chairman has appointed the Group Managing Director as Managing Director of the Group’s listed subsidiaries HKLH, DFIH
and MOIL, pursuant to their respective Bye-laws. The Group Managing Director’s role in relation to each of these businesses
includes:
• Providing oversight of the day to-day management of each business by its CEO and his leadership team;
• Carrying out ongoing reviews of the business, financial and operational performance of each business against agreed
objectives;
• Providing regular feedback to each CEO on his/her performance and conducting an annual performance review;
• Leading CEO succession planning;
• Ensuring that there is appropriate discussion of future competencies required of the management team to execute the
strategy;
• Ensuring that the information submitted to the board is of high quality and provided on a timely basis;
• Ensuring the board conducts reviews on past significant capex decisions; and
• Communicating with shareholders as appropriate.
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63
Corporate Governance
Non-executive Directors
The Non-executive Directors bring insight and relevant experience to the Board. They have responsibility for constructively
challenging thestrategies proposed by the Executive Directors and scrutinising the performance of management in achieving
agreed goals and objectives. In addition, Non-executive Directors work on individual initiatives as appropriate.
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.
In 2021, as a result of the travel restrictions imposed due to the pandemic, it was necessary to hold all four Board meetings virtually.
The Board receives high quality, up-to-date information for each of its meetings, 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.
Those of the Company’s Directors who are based outside Asia will usually visit Asia regularly to review and discuss the Group’s
businesses. They also participate in a series of strategy review meetings that precede each of the regular Board meetings.
In2021, however, Directors were generally unable to travel to Asia due to the pandemic, and all of these strategic reviews
wereheld virtually. These Directors are not directly involved in the operational management of the Group’s business activities,
but their knowledge of the Group’s affairs, as well as their experience of the wider Group, provide significant value to the ongoing
review by the Company of the Group’s businesses and reinforce the Board oversight process.
Board Attendance
Directors are expected to attend all Board meetings. The table below shows the attendance at the scheduled Board meetings:
Meetings Eligible
to attend % attendance
Current Directors
Executive Directors
Ben Keswick 4/4 100%
John Witt 4/4 100%
Y.K. Pang 4/4 100%
Graham Baker 4/4 100%
David Hsu 4/4 100%
Jeremy Parr 4/4 100%
Adam Keswick 4/4 100%
Non-executive Directors
Stuart Gulliver 4/4 100%
Julian Hui 4/4 100%
Anthony Nightingale 4/4 100%
Percy Weatherall 4/4 100%
Michael Wu 4/4 100%
Former Director
Alex Newbigging 4/4 100%
Note: Alex Newbigging stepped down from the Board of the Company with effect from 31st December 2021. Jeremy Parr will retire from the Board on31st March 2022.
Jardine Matheson Annual Report 2021
64
Corporate Governance
Appointment and Retirement of Directors
Each new Director is appointed by the Board and, in accordance with the Company’s Bye-laws, is subject to retirement and
re-appointment at the first annual general meeting after the appointment. After that, Directors are 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 and Non-executive Directors, but the requirement to retire by rotation does not extend
to the Chairman or Group Managing Director.
In accordance with Bye-law 84, Stuart Gulliver, Julian Hui and Michael Wei Kuo Wu will retire by rotation at the forthcoming
Annual General Meeting and, being eligible, offer themselves for re-election. Stuart Gulliver, Julian Hui and Michael Wei Kuo Wu
do not have service contracts with the Company or its subsidiaries.
Operational Management
Operational management is delegated to the appropriate level, and coordination with the Group’s listed subsidiaries is
undertaken by the board of the Group management company, JML. The JML board meets regularly in Hong Kong and is chaired by
the Group Managing Director. It has five other members, whose names appear on page 191 of this Report, including the Group
Deputy Managing Director, Group Finance Director, Group General Counsel and Group Digital Director.
Company 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 and 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 delegation of authority in place. Across the
Group, there are established policies and procedures for financial planning and budgeting, information and reporting systems,
risk management and monitoring the Group’s operations and performance. The information systems in place are designed to
ensure that the financial information reported is reliable and up-to-date.
Directors’ Responsibilities in Respect of the Financial Statements
Under the Companies Act, 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,
inaccordance 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 which 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%.
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65
Corporate Governance
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: (i) Jardine Strategic and its subsidiary undertakings are directly and indirectly interested in 426,938,280
ordinary shares carrying 59.8% of the voting rights; (ii) the 1947 Trust is interested in 35,915,991 ordinary shares carrying 5.03%
of the voting rights. Apart from this interest and the interests disclosed under ‘Directors’ Share Interests’ above, the Company
isnot aware of any holders of voting rights of 5% or more attaching to the issued ordinary share capital of the Company as at
3rdMarch 2022.
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 152.
Securities Purchase Arrangements
The Directors have the power under the Bermuda Companies Act and the Company’s Memorandum of Association 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 for share repurchases or the acquisition of further shares in
Group companies. When doing so, it considers the potential for the enhancement of earnings or asset values per share. When
purchasing such shares, the Company is subject to the provisions of MAR.
During the year, the Company repurchased and cancelled 10,135,966 ordinary shares for an aggregate total cost of
US$580million. The ordinary shares, which were repurchased in the market, represented some 1.41% of the Company’s issued
ordinary share capital.
Annual General Meeting
The 2022 Annual General Meeting will be held on 5th May 2022. The full text of the resolutions and explanatory notes in respect
of the meeting are contained in the Notice of Meeting which accompanies this Report.
Corporate Website
The Company’s corporate website, which contains a wide range of information of interest to investors, can be found at
www.jardines.com.
Group Policies
Code of Conduct
The Group conducts business in a professional, ethical and even-handed manner. Its ethical standards are clearly set out in
itsCode of Conduct, a set of guidelines to which every employee across the Group must adhere and which is reinforced and
monitored by an annual compliance certification process. The Code of Conduct requires that all Group companies comply with
alllaws of general application, all rules and regulations that are industry-specific and proper standards of business conduct.
Inaddition, the Code of Conduct prohibits the giving or receiving of illicit payments. It requires that all managers be fully aware
oftheir obligations under the Code and establish procedures to ensure compliance at all levels within their organisations.
The Company’s policy on commercial conduct underpins the Group’s internal control process, particularly in the area of
compliance. The policy is set out in the Code of Conduct.
Data Privacy
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.
The Group’s Code of Conduct and Data Breach Notification Policy underpin this commitment.
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Whistleblowing
The Company has a whistleblowing policy covering how employees can report matters of serious concern. The Audit Committee
has 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.
In January 2021, a new Company-level confidential whistleblowing service, managed by an independent party, was launched to
supplement 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 phone hotline or online. 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 an HR or Group Legal representative. All reports are treated confidentially and no retaliation against a
person reporting a potential breach of the Code in good faith will be tolerated.
Diversity and Inclusion
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.
Jardines is a diversified Group operating a wide range of market-leading businesses across Asia and other regions. 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. Our Group
Code of Conduct, which is available on our corporate website at www.jardines.com, states that all employees, regardless of race,
gender, nationality, religion, disability, age, sexual orientation, or background, should be treated fairly, impartiallyand with
dignity and respect. Recruitment of our employees and their remuneration, promotion, training, development and other benefits
are based on aptitude, merit and ability.
We value the physical and mental health, safety and well-being of our employees, and this is key to the success of our Group.
Allstaff 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
theorganisation.
Appointments to the Group’s various boards and senior management positions are based on merit – an objective assessment of
the fit of the prospective individuals and the needs of the Group.
The Company keeps the composition of its Board and senior management positions under review to ensure that it adapts to the
changing business landscape. The Company recognises that gender diversity is an important issue, and this is something it is
actively focussed on, with consistent improvement in this area.
The Company created the new role of Group Head of Diversity and Inclusion in 2020, to lead initiatives to develop a Group-wide
approach to diversity and inclusion and ensure that an open and inclusive culture is integrated into the way each of the Group’s
businesses operates.
The Company is developing a formal Diversity and Inclusion Policy, which is expected to be published in the first half of 2022.
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Remuneration Report
Introduction
This Report sets out the Company’s approach to remuneration for its directors and employees. It summarises the link
betweentheCompany’s strategy and its remuneration framework, and between performance and reward, in determining
remuneration outcomes.
Remuneration Philosophy and Reward Framework
At the heart of the Company’s remuneration framework is a commitment to deliver competitive remuneration for excellent
performance, to attract the most talented individuals and motivate and retain them, while aligning the interests of colleagues
and shareholders.
The Company achieves this through:
• performance-based variable compensation;
• incentives based on financial measures and strategic objectives which reflect key goals critical to sustained organisational
success;
• consideration of business and operational risk, as well as sustainability development goals through the design of performance
objectives;
• providing incentives and policies which align the interests of executives to those of shareholders (including minimum
shareholding requirements for Executive Directors of both the Company and Jardine Matheson Limited);
• ensuring remuneration outcomes are reasonable, taking into account community and stakeholder expectations; and
• targetting remuneration levels and outcomes that appropriately reflect the challenges and complexity of being a multinational
Asian conglomerate with diverse businesses.
The Board has overall responsibility for setting remuneration for the Company’s employees, ensuring it is appropriate and
supports the Group’s strategy, creating value for stakeholders. The Company’s policy is to offer competitive remuneration
packages to its senior executives. It is recognised that, due to the nature of the Group and its diverse geographic base, a number
of its senior executives are required to be offered international terms, and the nature of the remuneration packages is designed
to reflect this. In addition, executives joining the Group may be offered an initial fixed-term service contract to reflect any
requirement to relocate.
Directors’ Remuneration
Shareholders decide in general meetings the Directors’ fees which are payable to the Chairman and all Non-executive Directors,
as provided for by the Company’s Bye-laws.
Certain Directors are discretionary objects under a trust created in 1947 (the ‘1947 Trust’), which holds 35,915,991 ordinary shares
in the Company representing 5.03% of the Company’s issued share capital. The 1947 Trust’s income consists solely of ordinary
dividends it receives on its 5.03% shareholding in the Company. The 1947 Trust was established and acts independently of the
Company and accordingly the payments made to the Trust are accounted for as ordinary dividends. 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. Those Directors who are beneficiaries of the 1947 Trust receive discretionary annual incentive
bonuses from the income of the trust, based principally on the dividend income it receives from the Company. The fact that these
bonuses are not borne by the Company benefits shareholders.
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How Remuneration is Linked to Business Strategy
The Company’s remuneration strategy is designed to support and reinforce its business and sustainability strategies. The level of
remuneration is determined based on a review of the contribution to the execution of these strategies in both the short- and
long-term. In particular, the level of contribution to, and achievement of, the Company’s key strategic objectives evolving the
Group’s portfolio, driving operational excellence, enhancing leadership and entrepreneurialism and progressing sustainability
are reviewed in determining bonus levels.
Remuneration Outcomes in 2021
For the year ended 31st December 2021, the Directors received US$58.9 million (2020: US$64.4 million) in aggregate, being:
• Distributions from the 1947 Trust of US$48.8 million (2020: US$53.0 million); and
• Directors’ fees and employee benefits from the Group of US$10.1 million (2020: US$11.4 million).
Directors’ fees and employee benefits included:
• US$0.3 million (2020: US$0.3 million) in Directors’ fees;
• US$9.4 million (2020: US$10.1 million) in short-term employee benefits including salary, bonuses, accommodation and
deemed benefits in kind;
• US$0.3 million (2020: US$0.5 million) in post-employment benefits; and
• US$0.1 million (2020: US$0.5 million) in share-based payments.
The information set out in this section headed ‘Remuneration Outcomes in 2021’ forms part of the audited financial statements.
Share Schemes
In the past, share-based long-term incentive plans provided incentives for Executive Directors and senior managers. No options
were granted in 2020 or 2021, however, andthere are no current plans to grant further options. Share options are not granted to
Non-executive Directors.
Share Ownership by Directors
The Company believes that it is essential to align the interests of shareholders and Executive Directors and that all Executive
Directors (of both the Company and Jardine Matheson Limited) should hold shares in the Company for the long-term. In 2020 the
Company adopted a policy in relation to share ownership by Executive Directors, which requires all Executive Directors to hold
Jardine Matheson shares with a value of 2.5times their annual basic salary for the period while they are directors. New Directors
are permitted two years from the commencement of the policy, or their employment for newly appointed Directors to accumulate
the required level of shareholding, and the same period is applied to existing Directors who do not yet hold the required value
ofshares.
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Directors’ Share Interests
The Directors of the Company in office on 3rd March 2022 had interests* as set out below in the ordinary share capital of the
Company. These interests included those notified to the Company in respect of the Directors’ closely associated persons*.
Ben Keswick 47,243,587
(a) (b)
John Witt 183,124
Y.K. Pang 425,000
Graham Baker 20,171
Stuart Gulliver 51,424
David Hsu 135,148
Adam Keswick 40,236,677
(a) (b)
Anthony Nightingale 1,196,960
Jeremy Parr
(c)
40,641
Percy Weatherall 39,175,706
(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, Adam Keswick and Percy Weatherall.
(b) Includes 35,143,555 ordinary shares held by family trusts, the trustee of which is a closely associated person of Ben Keswick, Adam Keswick and Percy Weatherall.
(c) Jeremy Parr will retire from the Board on 31st March 2022.
* within the meaning of MAR
In addition to the interests of the Directors set out in the table above, the interests for each of the Executive Directors include
35,915,991 ordinary shares in the Company held by the 1947 Trust, which the Executive Directors are interested in as
discretionary objects under the 1947 Trust (as further described in the ‘Directors’ Remuneration’ section above) and/or as the
1947 Trust is a closely associated person of certain of the Directors. For these purposes, such Directors are deemed to be
interested in the 35,915,991 ordinary shares held by the 1947 Trust.
In addition, as at 3rd March 2022, Ben Keswick, John Witt, Y.K. Pang, David Hsu, Adam Keswick and Jeremy Parr held options in
respect of 120,000, 90,000, 80,000, 30,000, 50,000 and 25,000 ordinary shares, respectively, issued in the past pursuant to the
Company’s share-based long-term incentive plans.
Supporting our Colleagues
In addition to providing competitive rewards, the Company is focussed on providing colleagues with a wide range of other
benefits. Highlights of the past year have included supporting colleagues through the pandemic by providing two days’
additional annual leave to staff who received the first two vaccine doses, as well as an additional day’s leave for colleagues who
received their booster shot; subsidising the cost of quarantine for colleagues returning to Hong Kong from overseas; introducing
a flexible and bespoke benefits framework, allowing the customisation of benefits in order to best suit each colleague’s
situation; and introducing a volunteering leave policy.
The Company has also heavily invested in staff development during the year, with highlights including the successful Jardines
Learning Festival and the establishment of the Jardines Learning Academy; and the offering of opportunities to colleagues to
attend development programmes offered by leading business schools.
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Audit Committee Report
Audit Committee
The Board is supported by the activities of the Audit Committee. Matters considered by the Audit 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, Anthony Nightingale, and Adam Keswick. None of these
Directors is directly involved in operational management. Stuart Gulliver was appointed as the chairman of the Audit Committee
with effect from 25th January 2021, in place of Anthony Nightingale, who remains a member of the Audit Committee.
With the appointment of Stuart Gulliver, who is an Independent Non-executive director, as chairman of the Audit Committee,
theCompany considers that the Committee now has a majority of independent members. Stuart Gulliver has recent financial
experience and expertise, as well as a deep understanding of risk management.
The Company’s Chairman, Group Managing Director, Deputy 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 Audit Committee meets twice a year
and reports to the Board after each meeting.
The role of the Audit Committee is governed by its terms of reference. The Committee’s remit includes:
• independent oversight and assessment of financial reporting processes including related internal controls;
• independent oversight of risk management and compliance; cybersecurity, business ethics issues and the risks related to
information systems and procedures;
• overseeing the effectiveness of the internal and external audit functions;
• 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 half-year and year-end results, a review of the Company’s financial information
andany issues raised in connection with the preparation of the results, including the adoption of any new accounting policies,
isundertaken by the Audit Committee with the executive management and a report is received from the external auditors.
Theexternal auditors also have access when necessary to the full Board and other senior executives and the boards of the
Group’s operating companies.
The Audit 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 Group’s companies.
The matters considered by the Audit Committee during 2021 included:
• reviewing the 2020 annual financial statements and 2021 half-yearly financial statements, with particular focus on the impact
of COVID-19, valuation of investment properties, carrying value of investments in certain associates and joint ventures, and
provisioning for consumer financing debtors;
• reviewing the actions and judgements of management in relation to changes in accounting policies and practices, to ensure
clarity of disclosures and compliance with new accounting standards;
• receiving reports from Internal Audit on the status of the control environment of the Group and its business divisions, and
progress made in resolving matters identified in the reports;
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• 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;
• receiving updates on the cybersecurity threat landscape and the Group’s cybersecurity environment, risk management
approach, training, priorities and control effectiveness;
• receiving reports from Risk Management and Legal functions on key legal matters and compliance and Code of Conduct issues,
and the actions taken in addressing those issues and strengthening controls;
• reviewing the annual internal audit plan and status updates;
• reviewing and approving the revised terms of reference of the Group’s Internal Audit and Risk Management function;
• reviewing the biennial assessment of the effectiveness of the Group’s Internal Audit function;
• reviewing the Group’s governance approach to cybersecurity management, data security and privacy management across its
businesses;
• reviewing the independence, audit scope and fees of PwC, and recommending their re-appointment as the External Auditor;
and
• conducting a review of the terms of reference of the Audit Committee.
Audit Committee Attendance
The table below shows the attendance at the scheduled Audit Committee meetings:
Meetings eligible
to attend % attendance
Current Audit Committee members
Stuart Gulliver (Chairman) 2/2 100%
Adam Keswick 2/2 100%
Anthony Nightingale 2/2 100%
Risk Management and Internal Control
The Board has overall responsibility for the Group’s systems of risk management and internal control. The Board has delegated
tothe Audit Committee responsibility for providing oversight in respect of risk management activities. The Audit Committee
considers the Group’s principal risks and uncertainties and potential changes to the risk profile. It reviews the operation and
effectiveness of the Group’s systems of internal control (financial, operational and compliance) and the procedures by which
these risks are monitored and mitigated.
The Audit Committee considers the systems and procedures regularly and reports to the Board semi-annually. The internal
control systems are designed to manage, rather than eliminate, business risk; to help safeguard the Group’s assets against fraud
and other irregularities; and give reasonable, but not absolute, assurance against material financial misstatement orloss.
Executive management oversees the implementation of the systems of internal control within the Group’s operating companies,
the responsibility for which rests with each company’s board and its executive management.
The Group has an established risk management process which is reviewed regularly and covers all business units within
theGroup. This includes the maintenance of risk registers that detail the emerging and existing risks to the future success ofthe
business and the relevant key controls and mitigating factors that address those risks. These are reviewed on a regularbasis.
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Risk Governance Structure
Each business unit is responsible for:
• Identifying and assessing principal risks and uncertainties to which it is exposed;
• Implementing the most appropriate actions to mitigate and control those risks to an acceptable level;
• Providing adequate resources to minimise, offset or transfer the effects of any loss that may occur while managing acceptable
risk/benefit relationships;
• Monitoring the effectiveness of the systems of risk management and internal control;
• Reporting periodically to its board of directors and the Group’s Audit and Risk Management function (Group Audit and
RiskManagement or ‘GARM’) on the principal risks and uncertainties.
Information and guidelines for reporting principal risks and uncertainties are regularly communicated to the business units.
Riskmanagement initiatives, such as training and sharing sessions, are undertaken by each business unit.
External Audit (‘PwC’)
Group Audit and Risk
Management (‘GARM’)
Oversee Report Monitor/Review
JM Board of Directors JM Audit Committee
BU Boards of Directors
BU Audit Committees/
Risk Management and
Compliance Committees
BU Management
BU Audit/RM/
Compliance teams
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A Risk Management Framework based on ISO 31000 and COSO principles is embedded within the Group’s processes, to identify,
assess and define the strategies to be adopted to monitor risks. The risk registers prepared by each business unit provide the
basis for an aggregation process, which summarises the principal risks and uncertainties facing the Group as a whole.
The key elements of the Risk Management Framework are as follows:
Risk Identification
• Identify and document the Group’s exposure to uncertainty with existing strategic objectives
• Adopt structured and methodical techniques to identify critical risks
Risk Assessment
• Evaluate risks by estimating likelihood, financial and reputational damage, and the speed at
which the risk materialises, based on its inherent and residual level
• Determine risk rating using the risk heatmap, with four levels of residual risk status
Risk Treatment
• Tolerate – accept if within the Group’s risk appetite
• Terminate – dispose or avoid risks where no appetite
Risks may be accepted if mitigated to an appropriate level via:
• Transfer – take out insurance or share risk through contractual arrangements with business
partners
• Treat – redesign or monitor existing controls or introduce new controls
Risk Reporting & Monitoring
• Periodic review of principal risks and uncertainties
• Setting key risk indicators to enhance monitoring and mitigation of risks
• Regular reporting of principal risks and uncertainties from business units to the Group’s
Board of Directors via Audit Committee and Group Audit and Risk Management
Risk
Identification
Risk
Treatment
Risk
Reporting &
Monitoring
Risk
Assessment
Risk Management Framework
Risk management is integrated into each business unit’s strategic planning, budgeting, decision-making and operations.
Centralto this is the continuous and systematic application of:
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Principal Risks and Uncertainties
Set out below are the principal risks and uncertainties facing the Company as required to be disclosed pursuant to the DTRs,
aswell as a summary of the steps taken to mitigate those risks.
These risks are in addition to matters referred to in the Chairman’s Statement, Group Managing Director’s Review and other parts
of the Annual Report.
Economic Risk
Most of the Group’s businesses are exposed to the risk of adverse developments in global and regional economies and
financial markets, either directly, or through the impact such developments might have on the Group’s joint venture partners,
associates, franchisors, bankers, suppliers or customers. These developments could include recession, inflation, deflation,
currency fluctuations, restrictions in the availability of credit, business failures, or increases in financing costs, oil prices or
the cost of raw materials. Such developments might increase operating costs, reduce revenues, lower asset values or result in
some or all of the Group’s businesses being unable to meet their strategic objectives.
Mitigation Measures
• Monitor the volatile macroeconomic environment and consider economic factors in strategic and financial planning
processes.
• Make agile adjustments to existing business plans and explore new business streams and new markets.
• Review pricing strategies and keep conservative assumptions on global commodity prices.
• Insurance programme covering property damage and business interruption.
Commercial Risk
Risks are an integral part of standard commercial activities, and where practicable steps are taken to mitigate them. Risks can
be more pronounced when businesses are operating in volatile markets.
A number of the Group’s businesses make significant investment decisions regarding developments or projects, which are
subject to market risks. This is especially the case where projects are longer-term and take more time to deliver returns.
The Group’s businesses operate in sectors and regions which are highly competitive and evolving rapidly. Failure to compete
effectively, whether in terms of price, tender terms, product specification, application of new technologies or levels of service,
and failure to manage change in a timely manner, can hurt earnings or market share. Significant competitive pressure may
also lead to reduced margins.
It is essential for the products and services provided by the Group’s businesses to meet the appropriate quality and safety
standards, and there is an associated risk if they do not, including the risk of damage to brand equity or reputation, which
might adversely impact the ability to achieve sufficient revenues and profit margins.
In addition, growing sustainability consciousness in customers’ purchasing preferences has resulted in customers being more
willing to switch to other companies, brands or providers that provide sustainable products or services.
Mitigation Measures
• Utilise market intelligence and deploy digital strategies for business-to-consumer businesses.
• Establish customer relationship management programme and digital commerce capabilities.
• Engage in longer-term contracts and proactively approach suppliers for contract renewals.
• Re-engineer existing business processes.
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Financial and Treasury Risk
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The market risk the Group faces includes i) 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; ii) interest rate risk through the impact of rate changes on interest bearing liabilities and assets; and iii) securities
price risk as a result of its equity investments and limited partnership 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.
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 may face liquidity risk if its credit rating deteriorates or if it is unable to meet its financing commitments .
Mitigation Measures
• Limiting foreign exchange and interest rate risks to provide a degree of certainty about costs.
• Management of the investment of the Group’s cash resources so as to minimise risk, while seeking to enhance yield.
• Adopting appropriate credit guidelines to manage counterparty risk.
• When economically sensible to do so, taking borrowings 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.
• 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 Company also maintains
sufficient cash and marketable securities, and ensures the availability of funding from an adequate amount of committed
credit facilities and the ability to close out market positions.
• The Group’s Treasury operations are managed as cost centres and are not permitted to undertake speculative transactions
unrelated to underlying financial exposures.
The detailed steps taken by the Group to manage its exposure to financial risk are set out in the Financial Review on pages 48
to 49 and Note 42 to the financial statements on pages 166 to 175.
Concessions, Franchises and Key Contracts Risk
Many of the Group’s businesses and projects rely on concessions, franchises, management, outsourcing or other vital
contracts. Accordingly, cancellation, expiry or termination, or the renegotiation of any such concession, franchise,
management, outsourcing or other third-party key contracts could adversely affect the financial condition and results of
operations of certain subsidiaries, associates and joint ventures of the Group.
Mitigation Measures
• Strengthen existing relationships with the principals through sustaining substantial market shares and complying with
dealer standards and principals’ policies.
• Monitor sales performance and manufacturer scorecards.
• Regular communication with franchisees and strengthen quality assurance programmes to maintain requirements by
franchise principals.
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Regulatory and Political Risk
The Group’s businesses are subject to several regulatory regimes in the territories they operate. Changes in such regimes in
relation to foreign ownership of assets and businesses, exchange controls, planning controls, emission regulations, tax rules,
and employment legislation could potentially impact the operations and profitability of the Group’s businesses.
Changes in the political environment, including political or social unrest, in the Group’s territories, could adversely affect the
Group’s businesses.
Mitigation Measures
• Stay connected and informed of relevant new and draft regulations.
• Engage external consultants and legal experts where necessary.
• Raise awareness via principals’ brand conference with an annual update on new regulations that may have been
implemented in other markets.
Pandemic and Natural Disasters Risk
The Group businesses could be impacted by a global or regional pandemic which seriously affects economic activity or the
ability of businesses to operate smoothly. The pandemic has also created heightened demand and competition across
industries for various skillsets. In addition, many of the territories in which the Group operates can experience natural
disasters such as earthquakes and typhoons from time to time.
Mitigation Measures
• Flexible work arrangements and compliance with hygiene protocols.
• Supply chain stabilisation includes sourcing backup suppliers and better coordination with logistics partners.
• Engage external consultants for climate risk analysis.
• Business Continuity Plans are tested and audited periodically.
• Insurance programmes that provide robust cover for natural disasters.
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Cybersecurity Risk
The Group’s businesses are ever more reliant on technology in their operations and face increasing cyberattacks from groups
targeting both individuals and businesses. As a result, the privacy and security of customer and corporate information are at
risk of being compromised through a breach of our or our suppliers’ IT systems or the unauthorised or inadvertent release of
information, resulting in brand damage, impaired competitiveness or regulatory action. Cyberattacks may also adversely
affect our ability to manage our business operations or operate information technology and business systems, resulting in
business interruption, lost revenues, repair or other costs.
The potential impact on many of our businesses of disruption to IT systems or infrastructure, whether due to cyber-crime
orother factors, could be significant. There is also an increasing risk to our businesses from negative social media
commentary, which could influence customer and other stakeholder behaviours, impact operations or profitability, or lead
toreputationaldamage.
Mitigation Measures
• Engage external consultants to perform assessments on the business units with industry benchmarks.
• Define cybersecurity programme and centralised function to provide oversight, manage cybersecurity matters, and
strengthen cyber defences and security measures.
• Perform regular vulnerability assessment and/or penetration testing to identify weaknesses.
• Maintain disaster recovery plans and backup for data restoration.
• Arrange regular security awareness training at least annually and phishing testing to raise users’ cybersecurity awareness.
Investment, Strategic Transactions and Partnerships Risk
Competition for attractive investment opportunities has increased with the rise of global investment funds and deep pools of
low-cost capital, supporting a greater appetite by investors across sectors for strategic transactions and partnerships to
optimise the business portfolio and enhance growth. As the Group’s businesses pursue projects and investments against
keen competitors, they face pressure on the terms they are willing to secure and accept prized assets and relationships.
In addition, conflicts with strategic partners may arise due to various reasons such as different corporate cultures and
management styles.
Mitigation Measures
• Establish Group Investment and Business Development Committee.
• Conduct sufficient research, due diligence and evaluation of investment opportunities and potential business partners.
• Develop clear frameworks and levels of authority for investment or partnership decisions.
• Regular performance monitoring and strategic reviews of new businesses and projects.
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People Risk
The competitiveness of the Group’s businesses depends on the quality of the people that it attracts and retains. Unavailability
of needed human resources may impact the ability of the Group’s businesses to operate at capacity, implement initiatives and
pursue opportunities.
The pandemic has accelerated corporate investments in digital projects and stimulated global consumer demand for
e-commerce. This has created heightened demand and competition across industries for various skillsets, particularly in
ITand logistics. Pandemic-related travel restrictions and a more stringent approach to issuing work visas to non-locals in
some of the key markets have also disrupted the availability of labour across borders, exacerbating labour shortages as
economies rebound.
Mitigation Measures
• Ensure proactive manpower planning and succession planning are in place.
• Enhance modern employer branding, training for staff members, compensation and benefits, talent development plan.
• Implement strategy to promote diversity and inclusion across the Group.
• Provide employee retention programmes.
• Establish employee assistance programmes.
Environmental and Climate Risk
Global climate change has led to a trend of increased frequency and intensity of potentially damaging natural events for the
Group’s assets and operations. With interest in sustainability surging in recent years from investors, governments and other
interested parties, expectations by regulators and other stakeholders for accurate corporate sustainability reporting and
commitments towards carbon neutrality and other sustainability related goals are also growing. This brings increasing
challenges to the Group and its businesses to meet key stakeholders’ expectations.
Mitigation Measures
• Sustainability Leadership Council established to mobilise and coordinate sustainability efforts across the Group.
• A sustainability strategy framework, including a Climate Action pillar, drives the Group’s sustainability agenda.
• A Climate Action Working Group, with representatives from all business units, drives Group-wide initiatives which
strengthen collaboration and share knowledge.
• A Group-wide climate change policy is being developed to build climate resilience across Jardines.
• Developing a plan to make net zero commitments across Group businesses.
• Assessing emerging Environmental, Social and Governance (ESG) reporting standards and requirements, to align Group
disclosures to best market practice.
• Conducting climate risk assessments and adaptation action plans based on recommendations of Task Force on Climate-
related Financial Disclosure (TCFD), including implementing measures to address physical risks posed by climate change
and identifying opportunities in global transition to a low carbon economy.
Monitoring of Risk Management and Internal Control Systems
The effectiveness of the Company’s risk management and internal control systems is monitored by the internal audit function,
which reports functionally to the Audit Committee of the Company, and by a series of audit committees or risk management
andcompliance committees that operate in each significant business unit across the Group. The internal audit function
alsomonitors the approach taken by the business units to managing risk. The findings of the internal audit function and
recommendations for any corrective action required are reported to the relevant audit committee and, if appropriate, to the
Company’s Audit Committee.
Shareholder Information
Financial Calendar
2021 full-year results announced 3rd March 2022
Shares quoted ex-dividend 17th March 2022
Share registers closed 21st to 25th March 2022
2021 final dividend scrip election period closes 22nd April 2022
Annual General Meeting to be held 5th May 2022
2021 final dividend payable 11th May 2022
2022 half-year results to be announced 28th July 2022*
Shares quoted ex-dividend 18th August 2022*
Share registers to be closed 22nd to 26th August 2022*
2022 interim dividend scrip election period closes 23rd September 2022*
2022 interim dividend payable 12th October 2022*
*Subject to change
Dividends
The dividends will be available in cash with a scrip alternative. Shareholders will receive their cash dividends in United States
Dollars, except when 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 Sterling.
Theseshareholders may make new currency elections for the 2021 final dividend by notifying the United Kingdom transfer agent
inwriting by 22nd April 2022. The Sterling equivalent of dividends declared in United States Dollars will be calculated by reference
to a rate prevailing on 27th April 2022.
Shareholders holding their shares through CREST in the United Kingdom will receive their cash dividends in 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 on CDP’s Direct Crediting Service (‘DCS’)
For those shareholders who are on CDP’s DCS, they 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 on CDP’s DCS
For those shareholders who are not on CDP’s DCS, they 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
Link Market Services (Jersey) Limited
12 Castle Street
St Helier, Jersey JE2 3RT
Channel Islands
United Kingdom Transfer Agent
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL, United Kingdom
Singapore Branch Registrar
M & C Services Private Limited
112 Robinson Road #05-01
Singapore 068902
Press releases and other financial information can be accessed through the internet at www.jardines.com.
Jardine Matheson Annual Report 2021
Consolidated Profit and Loss Account
for the year ended 31st December 2021
80
Jardine Matheson Annual Report 2021
2021 2020
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$m
Revenue 3 35,862 – 35,862 32,647 – 32,647
Net operating costs 4 (32,534 ) 1,114 (31,420 ) (30,310 ) 458 (29,852 )
Change in fair value
ofinvestment
properties 13 – (1,410 ) (1,410 ) – (3,477 ) (3,477 )
Operating profit/(loss) 3,328 (296 ) 3,032 2,337 (3,019 ) (682 )
Net financing charges 5
– financing charges (595 ) – (595 ) (637 ) – (637 )
– financing income 206 – 206 242 – 242
(389 ) – (389 ) (395 ) – (395 )
Share of results of
associates and
jointventures 6
– before change in fair
value of investment
properties 1,178 10 1,188 844 (268 ) 576
– change in fair value
ofinvestment
properties – 81 81 – (177 ) (177 )
Profit/(loss) before tax 4,117 (205 ) 3,912 2,786 (3,464 ) (678 )
Tax 7 (828 ) (123 ) (951 ) (483 ) (3 ) (486 )
Profit/(loss) after tax 3,289 (328 ) 2,961 2,303 (3,467 ) (1,164 )
Attributable to:
Shareholders of the
Company 8 & 9 1,513 368 1,881 1,085 (1,479 ) (394 )
Non-controlling
interests 1,776 (696 ) 1,080 1,218 (1,988 ) (770 )
US$ US$ US$ US$
Earnings/(loss) per share 8
– basic 4.83 6.01 2.95 (1.07 )
– diluted 4.83 6.01 2.95 (1.07 )
Consolidated Statement of Comprehensive Income
for the year ended 31st December 2021
81
Jardine Matheson Annual Report 2021
2021 2020
Note US$m US$m
Profit/(loss) for the year 2,961 (1,164 )
Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss:
Remeasurements of defined benefit plans 19 86 6
Net revaluation surplus before transfer to investment properties
– tangible assets 11 75 –
– right-of-use assets 12 3 –
Tax on items that will not be reclassified (9 ) (1 )
Share of other comprehensive income of associates and joint ventures 9 1
Items that may be reclassified subsequently to profit or loss:
Net exchange translation differences
– net (loss)/gain arising during the year (227 ) 712
– transfer to profit and loss (21 ) (227 )
(248 ) 485
Revaluation of other investments at fair value through other
comprehensive income
– net (loss)/gain arising during the year 16 (2 ) 19
– transfer to profit and loss (3 ) (4 )
(5 ) 15
Cash flow hedges
– net gain/(loss) arising during the year 75 (70 )
– transfer to profit and loss 12 5
Tax relating to items that may be reclassified (21 ) 12
Share of other comprehensive (expense)/income of associates and joint ventures (16 ) 268
(203 ) 715
Other comprehensive (expense)/income for the year, net of tax (39 ) 721
Total comprehensive income/(expense) for the year 2,922 (443 )
Attributable to:
Shareholders of the Company 1,908 74
Non-controlling interests 1,014 (517 )
Consolidated Balance Sheet
at 31st December 2021
82
Jardine Matheson Annual Report 2021
At 31st December
2021 2020
Note US$m US$m
Assets
Intangible assets 10 2,635 2,695
Tangible assets 11 6,184 6,862
Right-of-use assets 12 4,274 4,768
Investment properties 13 32,847 34,273
Bearer plants 14 499 497
Associates and joint ventures 15 17,980 16,545
Other investments 16 2,908 2,940
Non-current debtors 17 2,961 3,032
Deferred tax assets 18 518 485
Pension assets 19 32 11
Non-current assets 70,838 72,108
Properties for sale 20 3,345 2,339
Stocks and work in progress 21 2,793 2,849
Current debtors 17 6,928 6,753
Current investments 16 46 61
Current tax assets 172 158
Bank balances and other liquid funds 22
– non-financial services companies 6,904 8,801
– financial services companies 378 402
Asset classified as held for sale 85 55
Current assets 20,651 21,418
Total assets 91,489 93,526
Approved by the Board of Directors
John Witt
Graham Baker
Directors
3rd March 2022
Consolidated Balance Sheet
83
Jardine Matheson Annual Report 2021
At 31st December
2021 2020
Note US$m US$m
Equity
Share capital 23 179 181
Share premium and capital reserves 25 25 31
Revenue and other reserves 35,800 34,457
Own shares held 27 (6,223 ) (5,282 )
Shareholders’ funds 29,781 29,387
Non-controlling interests 28 28,587 33,456
Total equity 58,368 62,843
Liabilities
Long-term borrowings 29
– non-financial services companies 11,026 8,576
– financial services companies 1,273 1,246
Non-current lease liabilities 30 3,022 3,040
Deferred tax liabilities 18 743 699
Pension liabilities 19 451 507
Non-current creditors 31 250 366
Non-current provisions 32 309 322
Non-current liabilities 17,074 14,756
Current creditors 31 10,074 8,645
Current borrowings 29
– non-financial services companies 2,513 3,945
– financial services companies 1,846 1,930
Current lease liabilities 30 812 850
Current tax liabilities 609 368
Current provisions 32 193 189
Current liabilities 16,047 15,927
Total liabilities 33,121 30,683
Total equity and liabilities 91,489 93,526
Consolidated Statement of Changes in Equity
for the year ended 31st December 2021
84
Jardine Matheson Annual Report 2021
Share
capital
Share
premium
Capital
reserves
Revenue
reserves
Asset
revaluation
reserves
Hedging
reserves
Exchange
reserves
Own
shares
held
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 US$m
2021
At 1st January 181 – 31 33,497 2,167 (55 ) (1,152 ) (5,282 ) 29,387 33,456 62,843
Total comprehensive income – – – 1,966 76 37 (171 ) – 1,908 1,014 2,922
Dividends paid by the Company – – – (505 ) – – – – (505 ) – (505 )
Dividends paid to non-controlling interests – – – – – – – – – (669 ) (669 )
Unclaimed dividends forfeited – – – 1 – – – – 1 1 2
Issue of shares – 3 – – – – – – 3 – 3
Employee share option schemes – – 1 – – – – – 1 – 1
Scrip issued in lieu of dividends 1 (1 ) – 152 – – – – 152 – 152
Repurchase of shares (3 ) (8 ) – (569 ) – – – – (580 ) – (580 )
Acquisition of the remaining interest in
JardineStrategic – – – – – – – (941 ) (941 ) (4,627 ) (5,568 )
Subsidiaries disposed of – – – – – – – – – (5 ) (5 )
Change in interests in subsidiaries – – – 282 – – – – 282 (581 ) (299 )
Change in interests in associates and joint ventures – – – 73 – – – – 73 (2 ) 71
Transfer – 6 (7 ) 29 (1 ) – (27 ) – – – –
At 31st December 179 – 25 34,926 2,242 (18 ) (1,350 ) (6,223 ) 29,781 28,587 58,368
2020
At 1st January 183 – 32 34,903 2,167 (22 ) (1,630 ) (5,282 ) 30,351 34,720 65,071
Total comprehensive expense – – – (371 ) – (33 ) 478 – 74 (517 ) (443 )
Dividends paid by the Company – – – (637 ) – – – – (637 ) 111 (526 )
Dividends paid to non-controlling interests – – – – – – – – – (840 ) (840 )
Unclaimed dividends forfeited – – – 1 – – – – 1 – 1
Issue of shares – 2 – – – – – – 2 – 2
Employee share option schemes – – 1 – – – – – 1 1 2
Scrip issued in lieu of dividends 1 (1 ) – 134 – – – – 134 – 134
Repurchase of shares (3 ) (2 ) – (549 ) – – – – (554 ) – (554 )
Subsidiaries disposed of – – – – – – – – – (13 ) (13 )
Capital contribution from non-controlling interests – – – – – – – – – 39 39
Change in interests in subsidiaries – – – 18 – – – – 18 (45 ) (27 )
Change in interests in associates and joint ventures – – – (3 ) – – – – (3 ) – (3 )
Transfer – 1 (2 ) 1 – – – – – – –
At 31st December 181 – 31 33,497 2,167 (55) (1,152) (5,282) 29,387 33,456 62,843
On 8th March 2021, the Company announced a plan to simplify the Group’s parent company structure, including the acquisition
for cash of the 15% of Jardine Strategic Holdings Limited’s (‘Jardine Strategic’) issued share capital that the Company and
itswholly-owned subsidiaries did not already own (the ‘Acquisition’). The Acquisition was implemented by way of an
amalgamation of Jardine Strategic and a wholly-owned subsidiary of the Company, under the Companies Act 1981 of Bermuda.
The total Acquisition value was approximately US$5.6 billion, of which US$5.5 billion had been settled and reflected in the
consolidated cash flow statement for the year ended 31st December 2021. The Acquisition was financed by the issuance of a
total of US$1.2 billion bonds on 9th April 2021 (refer note 29), new revolving credit facilities and existing cash resources.
The Acquisition was completed on 14th April 2021, following shareholders’ approval at Jardine Strategic’s special general
meeting on 12thApril 2021. The Acquisition value and the related transaction costs resulted in a reduction of the Group’s
totalequity.
Consolidated Statement of Changes in Equity
for the year ended 31st December 2021
Consolidated Statement of Changes in Equity
85
Jardine Matheson Annual Report 2021
Share
capital
Share
premium
Capital
reserves
Revenue
reserves
Asset
revaluation
reserves
Hedging
reserves
Exchange
reserves
Own
shares
held
Attributable to
shareholders of
the Company
Attributable to
non-controlling
interests
Total
equity
US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
2021
At 1st January 181 – 31 33,497 2,167 (55 ) (1,152 ) (5,282 ) 29,387 33,456 62,843
Total comprehensive income – – – 1,966 76 37 (171 ) – 1,908 1,014 2,922
Dividends paid by the Company – – – (505 ) – – – – (505 ) – (505 )
Dividends paid to non-controlling interests – – – – – – – – – (669 ) (669 )
Unclaimed dividends forfeited – – – 1 – – – – 1 1 2
Issue of shares – 3 – – – – – – 3 – 3
Employee share option schemes – – 1 – – – – – 1 – 1
Scrip issued in lieu of dividends 1 (1 ) – 152 – – – – 152 – 152
Repurchase of shares (3 ) (8 ) – (569 ) – – – – (580 ) – (580 )
Acquisition of the remaining interest in
JardineStrategic – – – – – – – (941 ) (941 ) (4,627 ) (5,568 )
Subsidiaries disposed of – – – – – – – – – (5 ) (5 )
Change in interests in subsidiaries – – – 282 – – – – 282 (581 ) (299 )
Change in interests in associates and joint ventures – – – 73 – – – – 73 (2 ) 71
Transfer – 6 (7 ) 29 (1 ) – (27 ) – – – –
At 31st December 179 – 25 34,926 2,242 (18 ) (1,350 ) (6,223 ) 29,781 28,587 58,368
2020
At 1st January 183 – 32 34,903 2,167 (22 ) (1,630 ) (5,282 ) 30,351 34,720 65,071
Total comprehensive expense – – – (371 ) – (33 ) 478 – 74 (517 ) (443 )
Dividends paid by the Company – – – (637 ) – – – – (637 ) 111 (526 )
Dividends paid to non-controlling interests – – – – – – – – – (840 ) (840 )
Unclaimed dividends forfeited – – – 1 – – – – 1 – 1
Issue of shares – 2 – – – – – – 2 – 2
Employee share option schemes – – 1 – – – – – 1 1 2
Scrip issued in lieu of dividends 1 (1 ) – 134 – – – – 134 – 134
Repurchase of shares (3 ) (2 ) – (549 ) – – – – (554 ) – (554 )
Subsidiaries disposed of – – – – – – – – – (13 ) (13 )
Capital contribution from non-controlling interests – – – – – – – – – 39 39
Change in interests in subsidiaries – – – 18 – – – – 18 (45 ) (27 )
Change in interests in associates and joint ventures – – – (3 ) – – – – (3 ) – (3 )
Transfer – 1 (2 ) 1 – – – – – – –
At 31st December 181 – 31 33,497 2,167 (55 ) (1,152 ) (5,282 ) 29,387 33,456 62,843
On 8th March 2021, the Company announced a plan to simplify the Group’s parent company structure, including the acquisition
for cash of the 15% of Jardine Strategic Holdings Limited’s (‘Jardine Strategic’) issued share capital that the Company and
itswholly-owned subsidiaries did not already own (the ‘Acquisition’). The Acquisition was implemented by way of an
amalgamation of Jardine Strategic and a wholly-owned subsidiary of the Company, under the Companies Act 1981 of Bermuda.
The total Acquisition value was approximately US$5.6 billion, of which US$5.5 billion had been settled and reflected in the
consolidated cash flow statement for the year ended 31st December 2021. The Acquisition was financed by the issuance of a
total of US$1.2 billion bonds on 9th April 2021 (refer note 29), new revolving credit facilities and existing cash resources.
The Acquisition was completed on 14th April 2021, following shareholders’ approval at Jardine Strategic’s special general
meeting on 12thApril 2021. The Acquisition value and the related transaction costs resulted in a reduction of the Group’s
totalequity.
Consolidated Cash Flow Statement
for the year ended 31st December 2021
86
Jardine Matheson Annual Report 2021
2021 2020
Note US$m US$m
Operating activities
Cash generated from operations 33 (a) 5,383 5,930
Interest received 194 209
Interest and other financing charges paid (573 ) (692 )
Tax paid (728 ) (804 )
Dividends from associates and joint ventures 800 632
Cash flows from operating activities 5,076 5,275
Investing activities
Purchase of subsidiaries 33 (c) (24 ) (87 )
Purchase of associates and joint ventures 33 (d) (194 ) (206 )
Purchase of other investments 33 (e) (467 ) (494 )
Purchase of intangible assets (158 ) (131 )
Purchase of tangible assets (620 ) (659 )
Additions to right-of-use assets (25 ) (37 )
Additions to investment properties 33 (f) (118 ) (4,660 )
Additions to bearer plants (32 ) (35 )
Advances to and repayments to associates and joint ventures 33 (g) (1,100 ) (725 )
Advances from and repayments from associates and joint ventures 33 (h) 850 1,437
Sale of subsidiaries 33 (i) 1,510 2,821
Sale of associates and joint ventures 33 (j) 60 1,138
Sale of other investments 33 (k) 398 445
Sale of intangible assets – 1
Sale of tangible assets 135 47
Sale of right-of-use assets 13 –
Sale of investment properties 3 11
Cash flows from investing activities 231 (1,134 )
Financing activities
Issue of shares 3 2
Capital contribution from non-controlling interests – 39
Acquisition of the remaining interest in Jardine Strategic (5,490 ) –
Change in interests in subsidiaries 33 (l) (299 ) (27 )
Purchase of own shares 23 (584 ) (549 )
Drawdown of borrowings 29 12,572 7,967
Repayment of borrowings 29 (11,467 ) (7,557 )
Principal elements of lease payments 33 (m) (894 ) (962 )
Dividends paid by the Company (353 ) (392 )
Dividends paid to non-controlling interests (669 ) (840 )
Cash flows from financing activities (7,181 ) (2,319 )
Net (decrease)/increase in cash and cash equivalents (1,874 ) 1,822
Cash and cash equivalents at 1st January 9,153 7,157
Effect of exchange rate changes (1 ) 174
Cash and cash equivalents at 31st December 33 (n) 7,278 9,153
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
1 Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’),
including International Accounting Standards (‘IAS’) and Interpretations adopted by the International Accounting Standards
Board. 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 principal accounting policies are included in note 40.
The Group has adopted the following amendments for the annual reporting period commencing 1st January 2021.
Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
(effective 1st January 2021)
The amendments provide practical expedient from certain requirements under the IFRSs as a result of the reform which
affect the measurement of financial assets, financial liabilities and lease liabilities, and a number of reliefs for hedging
relationships. The Group applied the amendments from 1st January 2021 and there is no significant impact on the Group’s
consolidated financial statements.
COVID-19 Related Rent Concessions beyond 30th June 2021: Amendment to IFRS 16 Leases
(effective 1st April 2021)
The Group adopted and applied the practical expedient of the COVID-19 Related Rent Concessions: Amendment to IFRS 16
Leases, published in June 2020 (‘2020 amendment’), in the 2020 annual financial statements. The 2021 amendment
extends the practical expedient in the 2020 amendment to eligible lease payments due on or before 30th June 2022.
Byusing the 2021 amendment, the Group continues to apply the practical expedient consistently to all lease contracts with
similar characteristics and in similar circumstances, and does not assess these concessions as lease modifications.
Apart from the above, there are no other amendments which are effective in 2021 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 41).
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 14 to 15 and pages 20 to 43.
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
Jardine Matheson Annual Report 2021
Jardine
Pacific
Jardine
Motors
#
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
2021
Revenue (refer note 3) , , , , , , – () , – ,
Net operating costs (,) (,) (,) (,) () (,) (,) () (,) , (,)
Change in fair value of investment properties – – – – – – – – – – (,) (,)
Operating profit/(loss) () , () – , () ,
Net financing charges
– financing charges () () () () () () () () – () – ()
– financing income – – –
() () () () () () () () – () – ()
Share of results of associates and joint ventures
– before change in fair value of investment properties () () () – , ,
– change in fair value of investment properties – – – – – – – – – –
() () () – , ,
Profit/(loss) before tax , () , () – , () ,
Tax () () () () () () () () – () () ()
Profit/(loss) after tax () , () – , () ,
Non-controlling interests () () () () () (,) – (,) (,)
Profit/(loss) attributable to shareholders () () – , ,
Net (borrowings)/cash (excluding net borrowings of financial
services companies)*
(,) () () (,) , (,) – (,)
Total equity , , , , , , , () () ,
2020
Revenue (refer note 3) , , , , , , – () , – ,
Net operating costs (,) (,) (,) (,) () (,) (,) () (,) (,)
Change in fair value of investment properties – – – – – – – – – – (,) (,)
Operating profit/(loss) () () – , (,) ()
Net financing charges
– financing charges () () () () () () () – () – ()
– financing income – – –
() () () () () () () – () – ()
Share of results of associates and joint ventures
– before change in fair value of investment properties () () – ()
– change in fair value of investment properties – – – – – – – – – – () ()
() () – ()
Profit/(loss) before tax , () , () – , (,) ()
Tax () () () () () () () – () () ()
Profit/(loss) after tax () () – , (,) (,)
Non-controlling interests () () () () () () – (,) ,
Profit/(loss) attributable to shareholders () () – , (,) ()
Net (borrowings)/cash (excluding net borrowings of financial
services companies)* (,) () () (,) , – (,)
Total equity , , , , , , , , () ,
* Net (borrowings)/cash is total borrowings less bank balances and other liquid funds. Net borrowings of financial services companies amounted to
US$2,741 million at 31st December 2021 (2020: US$2,774 million) and relates to Astra.
#
During 2021, the operations under Jardine Motors had been restructured. The motor trading business in the Chinese mainland (‘Zung Fu China’) was sold
to the Group’s associate, Zhongsheng, in October 2021 (refer notes 15 and 33(i)). Subsequent to the sale, the motor trading businesses in Hong Kong and
Macau are managed by Jardine Pacific. Accordingly, the results of these operations are presented under Jardine Pacific from October 2021. Operations
in the United Kingdom and Zhongsheng remain unchanged with results presented under Jardine Motors.
Notes to the Financial Statements
segments (2020: seven) as more fully described on pages 14 to 15. No operating segments have been aggregated to form the reportable
segments. Set out below is an analysis of the Group’s underlying profit, net borrowings and total equity by reportable segment.
Jardine Matheson Annual Report 2021
Jardine
Pacific
Jardine
Motors
#
Hongkong
Land DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage Astra
Corporate
and other
interests
Intersegment
transactions
Underlying
business
performance
Non-
trading
items Group
US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
2021
Revenue (refer note 3) , , , , , , – () , – ,
Net operating costs (,) (,) (,) (,) () (,) (,) () (,) , (,)
Change in fair value of investment properties – – – – – – – – – – (,) (,)
Operating profit/(loss) () , () – , () ,
Net financing charges
– financing charges () () () () () () () () – () – ()
– financing income – – –
() () () () () () () () – () – ()
Share of results of associates and joint ventures
– before change in fair value of investment properties () () () – , ,
– change in fair value of investment properties – – – – – – – – – –
() () () – , ,
Profit/(loss) before tax , () , () – , () ,
Tax () () () () () () () () – () () ()
Profit/(loss) after tax () , () – , () ,
Non-controlling interests () () () () () (,) – (,) (,)
Profit/(loss) attributable to shareholders () () – , ,
Net (borrowings)/cash (excluding net borrowings of financial
services companies)*
(,) () () (,) , (,) – (,)
Total equity , , , , , , , () () ,
2020
Revenue (refer note 3) , , , , , , – () , – ,
Net operating costs (,) (,) (,) (,) () (,) (,) () (,) (,)
Change in fair value of investment properties – – – – – – – – – – (,) (,)
Operating profit/(loss) () () – , (,) ()
Net financing charges
– financing charges () () () () () () () – () – ()
– financing income – – –
() () () () () () () – () – ()
Share of results of associates and joint ventures
– before change in fair value of investment properties () () – ()
– change in fair value of investment properties – – – – – – – – – – () ()
() () – ()
Profit/(loss) before tax , () , () – , (,) ()
Tax () () () () () () () – () () ()
Profit/(loss) after tax () () – , (,) (,)
Non-controlling interests () () () () () () – (,) ,
Profit/(loss) attributable to shareholders () () – , (,) ()
Net (borrowings)/cash (excluding net borrowings of financial
services companies)* (,) () () (,) , – (,)
Total equity , , , , , , , , () ,
* Net (borrowings)/cash is total borrowings less bank balances and other liquid funds. Net borrowings of financial services companies amounted to
US$2,741 million at 31st December 2021 (2020: US$2,774 million) and relates to Astra.
#
During 2021, the operations under Jardine Motors had been restructured. The motor trading business in the Chinese mainland (‘Zung Fu China’) was sold
to the Group’s associate, Zhongsheng, in October 2021 (refer notes 15 and 33(i)). Subsequent to the sale, the motor trading businesses in Hong Kong and
Macau are managed by Jardine Pacific. Accordingly, the results of these operations are presented under Jardine Pacific from October 2021. Operations
in the United Kingdom and Zhongsheng remain unchanged with results presented under Jardine Motors.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
2 Segmental Information (continued)
Set out below are analyses of the Group’s underlying profit attributable to shareholders and non-current assets,
bygeographical areas:
US$m US$m
Underlying profit attributable to shareholders:
China
Southeast Asia
United Kingdom ()
Rest of the world ()
, ,
Corporate and other interests () ()
, ,
Non-current assets*:
China , ,
Southeast Asia , ,
United Kingdom
Rest of the world , ,
, ,
* Excluding amounts due from associates and joint ventures, financial instruments, deferred tax assets and pension assets.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
3 Revenue
Jardine
Pacific
Jardine
Motors
Hongkong
Land DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage
Intersegment
Astra transactions
Group
US$m US$m US$m US$m US$m US$m US$m US$m US$m
2021
Gross Revenue , , , , , , () ,
Revenue
By product and
service:
Property – , – – – () ,
Motor vehicles , – – – , , () ,
Retail and
restaurants – – , – – – – ,
Financial services – – – – – – , – ,
Engineering,
heavyequipment,
mining and
construction – – – – – , () ,
Hotels – – – – – – ()
Other – – – – – – , – ,
, , , , , , () ,
By geographical
location of
customers:
China , , , – – () ,
Southeast Asia , , , () ,
United Kingdom – , – – – – – ,
Rest of the world – – – – – ,
, , , , , , () ,
From contracts with
customers:
Recognised at a
point in time , , , , , () ,
Recognised
overtime – () ,
, , , , , , () ,
From other sources:
Rental income
frominvestment
properties – – – – ()
Revenue from
financial services
companies – – – – – – , – ,
Other – – – –
– , – , () ,
, , , , , , () ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
3 Revenue (continued)
Jardine
Pacific
Jardine
Motors
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
2020
Gross Revenue , , , , , , () ,
Revenue
By product and
service:
Property – , – – – () ,
Motor vehicles – , – – – , , () ,
Retail and
restaurants – – , – – – – ,
Financial services – – – – – – , – ,
Engineering,
heavyequipment,
mining and
construction – – – – – , () ,
Hotels – – – – – – –
Other – – – – – , – ,
, , , , , , () ,
By geographical
location of
customers:
China , , , , – – () ,
Southeast Asia , , , () ,
United Kingdom – , – – – – – ,
Rest of the world – – – – – ,
, , , , , , () ,
From contracts with
customers:
Recognised at a
point in time , , , , , () ,
Recognised
overtime – () ,
, , , , , , () ,
From other sources:
Rental income
frominvestment
properties
– – – – ()
Revenue from
financial services
companies – – – – – – , – ,
Other – – – –
– , – , () ,
, , , , , , () ,
Gross revenue comprises revenue together with 100% of revenue from associates and joint ventures.
No interest income calculated using effective interest method had been included in revenue from contracts with customers
in 2021 and 2020.
Rental income from investment properties included variable rents of US$29 million (2020: US$20 million).
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
3 Revenue (continued)
Contract balances
Contract assets primarily relate to the Group’s rights to consideration for work completed but not billed, and are transferred
to receivables when the rights become unconditional which usually occurs when the customers are billed.
Costs to fulfil contracts includes costs recognised to fulfil future performance obligations on existing contracts that have not
yet been satisfied. Costs to obtain contracts include costs such as sales commission and stamp duty paid, as a result of
obtaining contracts. The Group has capitalised these costs and recognised in profit and loss when the related revenue is
recognised.
Contract liabilities primarily relate to the advance consideration received from customers for which revenue is recognised
over time.
Contract assets and contract liabilities are further analysed as follows:
US$m US$m
Contract assets (refer note 17)
– properties for sale
– engineering, heavy equipment, mining and construction
– other
– provision for impairment () ()
Contract liabilities (refer note 31)
– properties for sale ,
– motor vehicles
– retail and restaurants
– engineering, heavy equipment, mining and construction
– other
, ,
At 31st December 2021, costs to fulfil contracts and costs to obtain contracts amounted to US$144 million (2020:US$395million)
and US$6 million (2020: US$17 million) were capitalised, and US$591 million (2020: US$610 million) and US$19million
(2020: US$17 million) have been recognised in profit and loss during the year, respectively.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
3 Revenue (continued)
Revenue recognised in relation to contract liabilities
Revenue recognised in the current year relating to carried-forward contract liabilities:
US$m US$m
Properties for sale
Motor vehicles
Retail and restaurants
Engineering, heavy equipment, mining and construction
Other
Revenue expected to be recognised on unsatisfied contracts with customers
Timing of revenue to be recognised on unsatisfied performance obligations:
Properties
for sale
Motor
vehicles
Engineering,
heavy
equipment,
mining and
construction Other Total
US$m US$m US$m US$m US$m
2021
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 – – –
, ,
2020
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 – – –
, , ,
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
4 Net Operating Costs
US$m US$m
Cost of sales (,) (,)
Other operating income , ,
Selling and distribution costs (,) (,)
Administration expenses (,) (,)
Other operating expenses () ()
(,) (,)
The following credits/(charges) are included in net operating costs:
Cost of stocks recognised as expense (,) (,)
Cost of properties for sale recognised as expense (,) ()
Amortisation of intangible assets () ()
Depreciation of tangible assets (,) (,)
Amortisation/depreciation of right-of-use assets () (,)
Depreciation of bearer plants () ()
Impairment of intangible assets () ()
Impairment of tangible assets () ()
Impairment of right-of-use assets () ()
Write down of stocks and work in progress () ()
Reversal of write down of stocks and work in progress
Impairment of financing debtors () ()
Impairment of trade debtors, contract assets and other debtors () ()
Operating expenses arising from investment properties () ()
Net foreign exchange losses – ()
Employee benefit expense
– salaries and benefits in kind (,) (,)
– share options granted () ()
– defined benefit pension plans (refer note 19) () ()
– defined contribution pension plans () ()
(,) (,)
Expenses relating to low-value leases () ()
Expenses relating to short-term leases () ()
Expenses relating to variable lease payment not included in lease liabilities () ()
Gain on lease modification and termination
Sublease income
Auditors’ remuneration
– audit () ()
– non-audit services () ()
() ()
Dividend income from equity investments
Interest income from debt investments
Rental income from properties
In relation to the COVID-19 pandemic, the Group had received government grants and rent concessions of US$58 million
(2020: US$255 million) and US$49 million (2020: US$76 million), respectively, for the year ended 31st December 2021.
Thesesubsidies were accounted for as other operating income.
Net operating costs included the following gains/(losses) from non-trading items:
Change in fair value of other investments ()
Asset impairment () ()
Sale of Zung Fu China (refer notes 15 and 33 (i)) –
Sale and closure of other businesses –
Sale of Zung Fu properties in Hong Kong –
Sale of other property interests
Restructuring of businesses () ()
Reclassification of joint ventures as subsidiaries –
Other ()
,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
5 Net Financing Charges
US$m US$m
Interest expense
– bank loans and advances () ()
– interest on lease liabilities () ()
– other () ()
() ()
Fair value (losses)/gains on fair value hedges ()
Fair value adjustment on hedged items attributable to the hedged risk ()
– –
() ()
Interest capitalised
Commitment and other fees () ()
Financing charges () ()
Financing income
() ()
6 Share of Results of Associates and Joint Ventures
US$m US$m
By business:
Jardine Pacific
Jardine Motors
Hongkong Land
DFI Retail ()
Mandarin Oriental () ()
Jardine Cycle & Carriage ()
Astra
Corporate and other interests () ()
,
Share of results of associates and joint ventures included the following gains/(losses)
fromnon-trading items:
Change in fair value of investment properties ()
Change in fair value of other investments
Asset impairment (refer note 15) () ()
Sale and closure of businesses –
Bargain purchase on acquisition ()
Other –
()
Results are shown after tax and non-controlling interests in the associates and joint ventures.
In relation to the COVID-19 pandemic, included in share of results of associates and joint ventures were the Group’s share
ofthe government grants and rent concessions of US$18 million (2020: US$125 million) and US$19 million
(2020:US$30million), respectively, for the year ended 31st December 2021.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
7 Tax
US$m US$m
Tax charged to profit and loss is analysed as follows:
Current tax () ()
Deferred tax
() ()
China () ()
Southeast Asia () ()
United Kingdom ()
Rest of the world () ()
() ()
Reconciliation between tax expense and tax at the applicable tax rate*:
Tax at applicable tax rate ()
Income not subject to tax
– change in fair value of investment properties
– other items
Expenses not deductible for tax purposes
– change in fair value of investment properties () ()
– other items () ()
Tax losses and temporary differences not recognised () ()
Utilisation of previously unrecognised tax losses and temporary differences
Recognition of previously unrecognised tax losses and temporary differences
Deferred tax assets written off () ()
Deferred tax liabilities written back
(Underprovision)/overprovision in prior years ()
Withholding tax () ()
Land appreciation tax in Chinese mainland () ()
Change in tax rate ()
Other () ()
() ()
Tax relating to components of other comprehensive income is analysed as follows:
Remeasurements of defined benefit plans () ()
Cash flow hedges ()
()
Share of tax charge of associates and joint ventures of US$456 million (2020: US$301 million) is included in share of results
of associates and joint ventures. Share of tax charge of US$11 million (2020: tax credit of US$9 million) is included in other
comprehensive income of associates and joint ventures.
* The applicable tax rate for the year was 21.7% (2020: 13.1%) 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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
8 Earnings/(Loss) per Share
Basic earnings per share are calculated on profit attributable to shareholders of US$1,881 million (2020: loss of
US$394million) and on the weighted average number of 313 million (2020: 368 million) shares in issue during the year.
Diluted earnings per share are calculated on profit attributable to shareholders of US$1,881 million (2020: loss of
US$394million), which is after adjusting for the effects of the conversion of dilutive potential ordinary shares of
subsidiaries, associates or joint ventures, and on the weighted average number of 313 million (2020: 368 million) shares in
issue during theyear.
The weighted average number of shares is arrived at as follows:
Ordinary shares
in millions
Weighted average number of shares in issue
Company’s share of shares held by subsidiaries () ()
Weighted average number of shares for basic earnings per share calculation
Adjustment for shares deemed to be issued for no consideration under the
Senior Executive Share Incentive Schemes – –
Weighted average number of shares for diluted earnings per share calculation
Additional basic and diluted earnings/(loss) per share are also calculated based on underlying profit attributable to
shareholders. A reconciliation of earnings is set out below:
Basic
earnings
pershare
Diluted
earnings
pershare
Basic
(loss)/
earnings
pershare
Diluted
(loss)/
earnings
pershare
US$m US$ US$ US$m US$ US$
Profit/(loss) attributable to
shareholders , . . () (.) (.)
Non-trading items (refer note 9) () ,
Underlying profit attributable to
shareholders , . . , . .
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
9 Non-trading Items
US$m US$m
By business:
Jardine Pacific
Jardine Motors ()
Hongkong Land () (,)
DFI Retail () ()
Mandarin Oriental () ()
Jardine Cycle & Carriage () ()
Astra ()
Corporate and other interests
(,)
An analysis of non-trading items after interest, tax and non-controlling interests
is set out below:
Change in fair value of investment properties
– Hongkong Land () (,)
– other ()
() (,)
Change in fair value of other investments ()
Asset impairment () ()
Sale of Zung Fu China (refer notes 15 and 33 (i)) –
Sale and closure of other businesses
Sale of Zung Fu properties in Hong Kong –
Sale of other property interests
Restructuring of businesses () ()
Reclassification of joint ventures as subsidiaries –
Bargain purchase on acquisition –
Other () –
(,)
Asset impairment in 2020 included a partial impairment of Jardine Cycle & Carriage’s investment in Siam City Cement of
US$116 million (refer note 15).
Profit on sale and closure of other businesses in 2020 included profit of US$120 million from sale of Astra’s 44.6% interest
in Permata Bank with net proceeds of US$1,136 million.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
10 Intangible Assets
Goodwill
Franchise
rights
Concession
rights
Deferred
exploration
costs Other Total
US$m US$m US$m US$m US$m US$m
2021
Cost , , ,
Amortisation and impairment () () () () () (,)
Net book value at 1st January , ,
Exchange differences () () () – () ()
Additions – –
Disposals () – – – () ()
Amortisation – – () () () ()
Impairment charge () – – () () ()
Net book value at 31st December , ,
Cost , , ,
Amortisation and impairment () () () () () (,)
, ,
2020
Cost , , ,
Amortisation and impairment () – () () () (,)
Net book value at 1st January , ,
Exchange differences () () () – ()
New subsidiaries – – – –
Additions –
Disposals () – – – () ()
Amortisation – – () () () ()
Impairment charge () () – () () ()
Net book value at 31st December , ,
Cost , , ,
Amortisation and impairment () () () () () (,)
, ,
US$m US$m
Goodwill allocation by business:
Jardine Pacific
Jardine Motors
DFI Retail
Mandarin Oriental
Astra
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
10 Intangible Assets (continued)
Goodwill relating to DFI Retail is allocated to groups of cash-generating units (‘CGU’) identified by banners or group of stores
acquired in each geographical segment. Management has assessed the recoverable amount of each group of CGU based on
value-in-use calculations using cash flow projections in the approved budgets and projections based on the weighted
average number of years of the remaining lease terms of stores ranging from four to twelve years.
Key assumptions used for value-in-use calculations for the significant balances of DFI Retail goodwill include budgeted gross
margins between 22%% and 27% and average sales growth rates are between 2% and 5% to project cash flows, which vary
across the Group’s business segments and geographical locations, over the weighted average number of years of the
remaining lease terms, and are based on management expectations for the market development; and pre-tax discount rates
between 5% and 9% applied to the cash flow projections. The discount rates used reflect specific risks relating to the
relevant industry, business life-cycle and geographical location. On the basis of this review, management concluded that no
impairment has occurred during the year.
During 2020, DFI Retail sold its entire interest in Rose Pharmacy, Inc. (‘Rose Pharmacy’) with related goodwill disposed of
which amounted to US$96 million (refer note 33(i)).
Goodwill relating to Astra mainly represents goodwill arising from acquisition of shares in Astra which is regarded as an
operating segment. Accordingly, for the purpose of impairment review, the carrying value of Astra is compared with the
recoverable amount measured by reference to the quoted market price of the shares held. On the basis of this review,
management concluded that no impairment has occurred.
Franchise rights are 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 franchise rights comprise mainly Astra’s
automotive of US$53 million (2020: US$55 million) and heavy equipment of US$95 million (2020: US$96 million), are not
amortised as such rights will contribute cash flows for an indefinite period. Management has performed an impairment
review of the carrying amounts of franchise rights at 31st December 2021 and has concluded that no impairment has
occurred. The impairment review was made by comparing the carrying amounts of the cash-generating units in which the
franchise rights reside with the recoverable amounts of the cash-generating units. The recoverable amounts of the
cash-generating units are determined based on value-in-use calculations. These calculations use pre-tax cash flow
projections based on budgets covering a three-year period. Cash flows beyond the three-year period are extrapolated using
growth rates between 3% and 4%. Pre-tax discount rates between 17% and 20% reflecting specific risks relating to the
relevant industries, are applied to the cash flow projections.
Other intangible assets comprise trademarks, computer software, deferred acquisition costs for insurance contracts and
customer contracts.
The amortisation charges are all recognised in arriving at operating profit and are included in cost of sales, selling and
distribution costs and administration expenses.
The remaining amortisation periods for intangible assets are as follows:
Concession rights by traffic volume over 34 to 38 years
Computer software up to 10 years
Deferred exploration costs by unit of production
Other various
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
11 Tangible Assets
Buildings on
Freehold leasehold
properties land
Leasehold
improve-
ments
Mining
properties
Plant &
machinery
Furniture,
equipment
& motor
vehicles Total
US$m US$m US$m US$m US$m US$m US$m
2021
Cost , , , , , , ,
Depreciation and impairment () (,) (,) () (,) (,) (,)
Net book value at 1st January , , , ,
Exchange differences () () () () () ()
Additions –
Disposals () () () – () () ()
Revaluation surplus before
transfer to investment
properties – – – – –
Transfer to investment
properties – () – – – – ()
Transfer to stock and work in
progress – – – – – () ()
Classified as held for sale () () – – – – ()
Depreciation charge () () () () () () (,)
(Impairment charge)/reversal
ofimpairment charge – () – () ()
Net book value at 31st December , , , ,
Cost , , , , , , ,
Depreciation and impairment () (,) (,) () (,) (,) (,)
, , , ,
2020
Cost , , , , , , ,
Depreciation and impairment () () () () (,) (,) (,)
Net book value at 1st January , , , ,
Exchange differences () ()
New subsidiaries – – –
Additions –
Disposals () () () – () () ()
Transfer from investment
properties
– – – – –
Transfer to stock and work in
progress – – – – – () ()
Classified as held for sale () () – – – – ()
Depreciation charge () () () () () () (,)
(Impairment charge)/reversal
ofimpairment charge () () – () () ()
Net book value at 31st December , , , ,
Cost , , , , , , ,
Depreciation and impairment () (,) (,) () (,) (,) (,)
, , , ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
11 Tangible Assets (continued)
Freehold properties include a hotel property of US$94 million (2020: US$98 million), which is stated net of a grant of
US$18million (2020: US$19 million).
Rental income from properties and other tangible assets amounted to US$260 million (2020: US$204 million) with no
contingent rents (2020: nil).
The maturity analysis of the undiscounted lease payments to be received after the balance sheet date are as follows:
US$m US$m
Within one year
Between one and two years
Between two and five years
Beyond five years
At 31st December 2021, the carrying amount of tangible assets pledged as security for borrowings amounted to
US$449 million (2020: US$465 million) (refer note 29).
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
12 Right-of-use Assets
Leasehold
land Properties
Plant &
machinery
Motor
vehicles Other Total
US$m US$m US$m US$m US$m US$m
2021
Cost , , ,
Amortisation/depreciation and
impairment () (,) () () () (,)
Net book value at 1st January , , – ,
Exchange differences () () () – – ()
Additions –
Disposals () () – – – ()
Revaluation surplus before transfer
to investment properties – – – –
Transfer from investment properties () – – – – ()
Classified as held for sale () – – – – ()
Modifications to lease terms – () () –
Amortisation/depreciation charge () () () () – ()
Impairment charge () – – – – ()
Net book value at 31st December , – ,
Cost , , – ,
Amortisation/depreciation and
impairment () (,) () () – (,)
, – ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
12 Right-of-use Assets (continued)
Leasehold
land Properties
Plant &
machinery
Motor
vehicles Other Total
US$m US$m US$m US$m US$m US$m
2020
Cost , , ,
Amortisation/depreciation and
impairment () (,) () () () (,)
Net book value at 1st January , , – ,
Exchange differences () () – –
New subsidiaries – – –
Additions –
Disposals () () – – – ()
Transfer from investment properties – – – –
Classified as held for sale () – – – – ()
Modifications to lease terms – () () –
Amortisation/depreciation charge () () () () – (,)
Impairment charge () () – – – ()
Net book value at 31st December , , – ,
Cost , , ,
Amortisation/depreciation and
impairment () (,) () () () (,)
, , – ,
The typical lease term associated with the right-of-use assets are as follows:
Leasehold land 4 to 95 years
Properties 1 to 20 years
Plant & machinery 1 to 5 years
Motor vehicles 1 to 10 years
Leasehold land of a hotel property in Hong Kong with carrying value of US$122 million is amortised over 895 years.
At 31st December 2021, the carrying amount of leasehold land pledged as security for borrowings amounted to
US$122 million (2020: US$125 million) (refer note 29). None of the other right-of-use assets were pledged at
31st December 2021 and 2020.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
13 Investment Properties
Completed
commercial
properties
Under
development
commercial
properties
Completed
residential
properties
Under
development
residential
properties Total
US$m US$m US$m US$m US$m
2021
At 1st January , , ,
Exchange differences () () () () ()
Additions
Disposal () – () – ()
Transfer () – – –
Transfer from tangible assets – – –
Transfer from right-of-use assets – – –
Change in fair value (,) () (,)
At 31st December , , ,
Freehold properties
Leasehold properties ,
,
2020
At 1st January , , ,
Exchange differences
Additions (refer note 33 (f)) , ,
Disposal (refer note 33 (i)) – (,) () – (,)
Transfer () () –
Transfer to right-of-use assets – () – – ()
Transfer to tangible assets () – – – ()
Change in fair value (,) () (,)
At 31st December , , ,
Freehold properties
Leasehold properties ,
,
The Group measures its investment properties at fair value. The fair values of the Group’s investment properties at
31stDecember 2021 and 2020 have been determined on the basis of valuations carried out by independent valuers who
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 employed Jones Lang LaSalle to value their commercial investment properties in
Hong Kong, the Chinese mainland, Singapore, Vietnam and Cambodia which are either freehold or held under leases with
unexpired lease terms of more than 20 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 property. The
valuations are comprehensively reviewed by Hongkong Land and Mandarin Oriental.
Fair value measurements of residential properties using no significant unobservable inputs
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
13 Investment Properties (continued)
Fair value measurements of commercial properties using significant unobservable inputs
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 Vietnam and 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 are generally derived using the residual method.
This valuation 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.
Fair value of Mandarin Oriental’s investment property under development is derived using the direct comparison method
and the residual method with equal weighting. The direct comparison method is based on comparing the property to be
valued directly with other comparable properties, which have recently transacted. The residual 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. For the direct comparison method and the estimated capital value of the residual method, 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.
The Group’s policy is to recognise transfers between fair value measurements as of the date of the event or change in
circumstances that caused the transfer.
Information about fair value measurements of Hongkong Land’s and Mandarin Oriental’s commercial properties using
significant unobservable inputs at 31st December 2021:
Range of significant unobservable inputs
Hongkong Land
Completed properties
Fair value Valuation method
Prevailing market
rent per month
Capitalisation/
discount rates
US$m US$ %
Hong Kong , Income capitalisation . to . per square foot . to .
Chinese mainland , Income capitalisation . per square metre .
Singapore Income capitalisation . to . per square foot . to .
Vietnam and Cambodia Discounted cash flow . to . per square metre . to .
Total ,
Range of significant unobservable inputs
Mandarin Oriental
Under development property
Fair value Valuation method Average unit price Capitalisation rates
US$m US$ %
Hong Kong , Direct comparison ,. per square foot n/a
residual* ,. to ,. per square foot . to .
* In using the residual method to make fair value measurements of the under development leasehold commercial property, unobservable inputs
relating to the estimated costs to complete the development and the developer’s estimated profit and marginfor risk have also been used.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
13 Investment Properties (continued)
Prevailing market rents are estimated based on independent valuers’ view of recent lettings, within the subject properties
and other comparable properties. Average unit prices are estimated based on independent valuers’ view of recent
transactions of comparable properties. The higher the rents/unit prices, the higher the fair value.
Capitalisation and discount rates are estimated by independent valuers based on the risk profile of the properties being
valued. The lower the rates, the higher the fair value.
The maturity analysis of lease payments, showing the undiscounted lease payments to be received after the balance sheet
date are as follows:
US$m US$m
Within one year
Between one and two years
Between two and five years
Beyond five years
, ,
Generally the Group’s operating leases in respect of investment properties are for terms of three or more years.
At 31st December 2021, the carrying amount of investment properties pledged as security for borrowings amounted to
US$1,040million (2020: US$964 million) (refer note 29).
14 Bearer Plants
US$m US$m
Cost
Depreciation () ()
Net book value at 1st January
Exchange differences () ()
Additions
Disposals – ()
Depreciation charge () ()
Net book value at 31st December
Immature bearer plants
Mature bearer plants
Cost
Depreciation () ()
The Group’s bearer plants are primarily for the production of palm oil.
At 31st December 2021 and 2020, the Group’s bearer plants had not been pledged as security for borrowings.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures
US$m US$m
Associates
Listed associates
– Yonghui
– Zhongsheng ,
– Siam City Cement
– Robinsons Retail
– other
, ,
Unlisted associates , ,
Share of attributable net assets , ,
Goodwill on acquisition , ,
, ,
Amounts due from associates
, ,
Joint ventures
Listed joint ventures
– PT Tunas Ridean
Unlisted joint ventures , ,
Share of attributable net assets , ,
Goodwill on acquisition
, ,
Amounts due from joint ventures , ,
, ,
, ,
Amounts due from associates are interest free, unsecured and have no fixed terms of repayment.
Amounts due from joint ventures bear interests at fixed rates up to 10% per annum and are repayable within one to
fourteenyears.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Associates Joint ventures
US$m US$m US$m US$m
Movements of associates and joint ventures during the year:
At 1st January , , , ,
Share of results after tax and non-controlling interests
Share of other comprehensive income after tax and
non-controlling interests () ()
Dividends received () () () ()
Additional interest in Zhongsheng in exchange for the
Group’s interest in Zung Fu China (refer note 33(i)) – – –
Acquisitions, other increases in attributable interests
and advances ,
Reclassification from a subsidiary upon partial disposal
in Hongkong Land (refer note 33(i)) – – – ,
Other disposals, decreases in attributable interests and
repayment of advances () () (,) (,)
Other – – –
At 31st December , , , ,
Fair value
#
of listed associates and joint ventures , ,
#
Fair values of the listed associates and joint ventures were based on quoted prices in active markets at the respective balance sheet dates.
Impairment review was performed by management on carrying values of investment in associates and joint ventures at
31stDecember 2021 and concluded that no impairment has occurred.
Following an impairment review performed at 31st December 2020, total impairment charge of US$275 million (refer note 6)
was recognised under the share of results of associates and joint ventures in the profit and loss in 2020, of which US$182million,
or the Group’s attributable share of US$116 million (refer note 9), related to Jardine Cycle & Carriage’s interest in Siam City
Cement. Theimpairment review was performed by comparing the carrying amount of Siam City Cement with the recoverable
amount. Therecoverable amount was determined based on a value-in-use calculation using cash flow projections approved
by management covering a four-year period. Cash flows beyond the four-year period were extrapolated using the growth
rates between 3.5% and 4.0% for the company’s Thailand and Vietnam businesses, and a pre-tax discount rate of 9.8%. As a
result of the impairment of Siam City Cement to a value-in-use recoverable amount in 2020, the calculation used in the 2021
impairment review was inherently sensitive to changes in assumptions. However, based on the impairment review
performed, it was concluded that the carrying value remained supportable.
(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 2021 and 2020:
Name of entity Nature of business
Country of incorporation/
principal place of business/
place of listing
% of ownership
interest
Maxim’s Caterers Limited
(‘Maxim’s’)
Restaurants Hong Kong/Hong Kong/
Unlisted
Yonghui Superstores Co., Limited
(‘Yonghui’)
Grocery retail China/Chinese mainland/
Shanghai
Siam City Cement Public Company
Limited (‘Siam City Cement’)
Cement manufacturing Thailand/Thailand/
Thailand/
Truong Hai Group Corporation
(‘THACO’)
Automotive, property
development and agriculture
Vietnam/Vietnam/
Unlisted
PT Astra Daihatsu Motor Automotive Indonesia/Indonesia/
Unlisted
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Summarised financial information for material associates
Summarised balance sheets at 31st December (unless otherwise indicated):
Maxim’s Yonghui
†
Siam City
Cement THACO
PT Astra
Daihatsu
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Non-current assets , , , , ,
Current assets
Cash and cash equivalents , ,
Other current assets , , ,
Total current assets , , , ,
Non-current liabilities
Financial liabilities* () (,) () () () (,)
Other non-current liabilities* () () () () () ()
Total non-current liabilities (,) (,) () (,) () (,)
Current liabilities
Financial liabilities* () (,) () (,) () (,)
Other current liabilities* () (,) () (,) () (,)
Total current liabilities () (,) () (,) () (,)
Non-controlling interests () () () () – ()
Net assets , , , ,
2020
Non-current assets , , , , ,
Current assets
Cash and cash equivalents , ,
Other current assets , , ,
Total current assets , , ,
Non-current liabilities
Financial liabilities* (,) (,) () () () (,)
Other non-current liabilities* () () () () () ()
Total non-current liabilities (,) (,) (,) () () (,)
Current liabilities
Financial liabilities* () (,) () (,) () (,)
Other current liabilities* () (,) () (,) () (,)
Total current liabilities () (,) () (,) () (,)
Non-controlling interests () () () () – ()
Net assets , , , ,
* Financial liabilities exclude trade and other payables and provisions, which are presented under other current and non-current liabilities.
†
Based on the unaudited summarised balance sheets at 30th September 2021 and 2020.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Summarised statements of comprehensive income for the year ended 31st December (unless otherwise indicated):
Maxim’s Yonghui
†
Siam City
Cement THACO
PT Astra
Daihatsu
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Revenue , , , , , ,
Depreciation and amortisation () () () () () (,)
Interest income
Interest expense () () () () () ()
Profit/(loss) from underlying
business performance ()
Tax () – () () ()
Profit/(loss) after tax from
underlying business performance ()
Loss after tax from non-trading items – () – – – ()
Profit/(loss) after tax ()
Other comprehensive expense () – () – () ()
Total comprehensive income/
(expense) ()
Dividends received from associates –
2020
Revenue , , , , , ,
Depreciation and amortisation () () () () () (,)
Interest income –
Interest expense () () () () – ()
Profit from underlying business
performance
Tax () () () () ()
Profit after tax from underlying
business performance
Profit after tax from non-trading
items – – – –
Profit after tax
Other comprehensive income/
(expense) – () – ()
Total comprehensive income
Dividends received from associates
†
Based on the unaudited summarised statements of comprehensive income for the 12 months ended 30th September 2021 and 30th September 2020.
The information contained in the summarised balance sheets and statements of comprehensive income reflect the amounts
presented in the financial statements of the associates adjusted for differences in accounting policies between the Group
and the associates, and fair value of the associates at the time of acquisition.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Reconciliation of the summarised financial information
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interests in its
material associates for the year ended 31st December:
Maxim’s Yonghui
Siam City
Cement THACO
PT Astra
Daihatsu
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Net assets , , , ,
Interest in associates (%)
Group’s share of net assets in
associates ,
Goodwill – –
Other – – – –
Carrying value , ,
Fair value
#
N/A , N/A N/A ,
2020
Net assets , , , ,
Interest in associates (%)
Group’s share of net assets in
associates ,
Goodwill – –
Other – – – –
Carrying value , ,
Fair value
#
N/A , N/A N/A ,
#
Fair values of the listed associates were based on quoted prices in active markets at the respective balance sheet dates.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
The Group has interests in a number of individually immaterial associates. The following table analyses, in aggregate,
theshare of profit and other comprehensive expense and carrying amount of these associates.
US$m US$m
Share of profit
Share of other comprehensive income
Share of total comprehensive income
Carrying amount of interests in these associates , ,
Contingent liabilities relating to the Group’s interest in associates
US$m US$m
Financial guarantee in respect of facilities made available to an associate
(b) Investment in joint ventures
The material joint ventures of the Group are listed below. These joint ventures have share capital consisting solely of ordinary
shares, which are held directly by the Group.
Nature of investments in material joint ventures in 2021 and 2020:
Nature of business
Country of incorporation and
principal place of business
% of ownership interest
Hongkong Land
– Properties Sub F, Ltd Property investment Macau
– BFC Development LLP Property investment Singapore
– Central Boulevard Development Pte Ltd Property investment Singapore
– One Raffles Quay Pte Ltd Property investment Singapore
Astra
– PT Astra Honda Motor Automotive Indonesia
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Summarised financial information for material joint ventures
Summarised balance sheets at 31st December:
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Non-current assets , , , , , ,
Current assets
Cash and cash equivalents
Other current assets
Total current assets , ,
Non-current liabilities
Financial liabilities* – (,) (,) () – (,)
Other non-current liabilities* () – () () () ()
Total non-current liabilities () (,) (,) () () (,)
Current liabilities
Financial liabilities* – () () () – ()
Other current liabilities* () () () () () (,)
Total current liabilities () () () () () (,)
Net assets , , , , , ,
2020
Non-current assets , , , , , ,
Current assets
Cash and cash equivalents
Other current assets
Total current assets ,
Non-current liabilities
Financial liabilities* – (,) (,) () – (,)
Other non-current liabilities* () – () () () ()
Total non-current liabilities () (,) (,) (,) () (,)
Current liabilities
Financial liabilities* – () () () – ()
Other current liabilities* () () () () () ()
Total current liabilities () () () () () ()
Net assets , , , , , ,
* Financial liabilities exclude trade and other payables and provisions, which are presented under other current and non-current liabilities.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Summarised statements of comprehensive income for the year ended 31st December:
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Revenue , ,
Depreciation and amortisation () – – – () ()
Interest income – – – –
Interest expense – () () () – ()
Profit from underlying
businessperformance
Tax () () () () () ()
Profit after tax from underlying
business performance
Profit/(loss) after tax from
non-trading items () –
Profit/(loss) after tax ()
Other comprehensive expense () () () () () ()
Total comprehensive income/
(expense) ()
Dividends received from joint
ventures
2020
Revenue
, ,
Depreciation and amortisation () – – – () ()
Interest income – – – –
Interest expense – () () () () ()
Profit from underlying
businessperformance
Tax () () () () () ()
Profit after tax from underlying
business performance
Loss after tax from non-trading items () () () () – ()
Profit/(loss) after tax () () () ()
Other comprehensive income/
(expense) ()
Total comprehensive income/
(expense) () () () ()
Dividends received from joint
ventures –
The information contained in the summarised balance sheets and statements of comprehensive income reflect the amounts
presented in the financial statements of the joint ventures adjusted for differences in accounting policies between the Group
and the joint ventures, and fair value of the joint ventures at the time of acquisition.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
15 Associates and Joint Ventures (continued)
Reconciliation of the summarised financial information
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interests in its
material joint ventures for the year ended 31st December:
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor Total
US$m US$m US$m US$m US$m US$m
2021
Net assets , , , , , ,
Interest in joint ventures (%)
Group’s share of net assets in
jointventures ,
Amount due from joint ventures – – –
Carrying value , ,
2020
Net assets , , , , , ,
Interest in joint ventures (%)
Group’s share of net assets in
jointventures ,
Amount due from joint ventures – – –
Carrying value , ,
The Group has interests in a number of individually immaterial joint ventures. The following table analyses, in aggregate, the
share of profit and other comprehensive income and carrying amount of these joint ventures.
US$m US$m
Share of profit
Share of other comprehensive income
Share of total comprehensive income
Carrying amount of interests in these joint ventures , ,
Commitments and contingent liabilities in respect of joint ventures
The Group has the following commitments relating to its joint ventures as at 31st December:
US$m US$m
Commitment to provide funding if called ,
There were no contingent liabilities relating to the Group’s interest in the joint ventures at 31st December 2021 and 2020.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
16 Other Investments
US$m US$m
Equity investments measured at fair value through profit and loss
Listed securities
– Schindler Holdings
– The Bank of N.T. Butterfield & Son
– Toyota Motor Corporation
– Vietnam Dairy Products Vinamilk ,
– Rothschild & Co –
– Other
, ,
Unlisted securities
, ,
Debt investments measured at fair value through other comprehensive income
Limited partnership investment funds measured at fair value through profit and loss
, ,
Non-current , ,
Current
, ,
Debt investments comprised of listed bonds.
Movements during the year:
At 1st January , ,
Exchange differences ()
Additions
Disposals and capital repayments () ()
Change in fair value recognised in profit and loss ()
Change in fair value recognised in other comprehensive income ()
At 31st December , ,
Movements of equity investments and limited partnership investment funds which were valued based on unobservable
inputs during the year are disclosed in note 42.
Management considers debt investments have low credit risk when they have a low risk of default based on credit ratings
from major rating agencies.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors
US$m US$m
Consumer financing debtors
– gross , ,
– provision for impairment () ()
, ,
Financing lease receivables
– gross investment
– unearned finance income () ()
– net investment
– provision for impairment () ()
Financing debtors , ,
Trade debtors
– third parties , ,
– associates
– joint ventures
, ,
– provision for impairment () ()
, ,
Contract assets (refer note 3)
– gross
– provision for impairment () ()
Other debtors
– third parties , ,
– associates
– joint ventures
, ,
– provision for impairment () ()
, ,
, ,
Non-current , ,
Current , ,
, ,
Analysis by geographical area of operation:
China ,
Southeast Asia , ,
United Kingdom
Rest of the world
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors (continued)
US$m US$m
Fair value:
Consumer financing debtors , ,
Financing lease receivables
Financing debtors , ,
Trade debtors , ,
Other debtors* , ,
, ,
* Excluding prepayments and other non-financial debtors.
The fair values of financing debtors are determined based on a discounted cash flow method using unobservable inputs,
which are mainly rates of 7% to 45% per annum (2020: 11% to 38% per annum). The higher the discount rates, the lower the
fair value.
The fair values of trade debtors and other debtors, other than short-term debtors, are estimated using the expected future
receipts discounted at market rates ranging from 4% to 15% (2020: 5% to 15%) per annum. The fair value of short-term
debtors approximates their carrying amounts. Derivative financial instruments are stated at fair value. The higher the
discount rates, the lower the fair value.
Financing debtors
Financing debtors comprise consumer financing debtors and financing lease receivables. They relate primarily to Astra’s
motor vehicle and motorcycle financing.
Financing debtors are due within five years (2020: five years) from the balance sheet date and the interest rates range from
7% to 45% per annum (2020: 11% to 38% per annum).
An analysis of financing lease receivables is set out below:
US$m US$m
Lease receivables
Guaranteed residual value
Security deposits () ()
Gross investment
Unearned lease income () ()
Net investment
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors (continued)
The maturity analyses of financing lease receivables at 31st December are as follows:
Gross
investment
Net
investment
Gross
investment
Net
investment
US$m US$m US$m US$m
Within one year
Between one and two years
Between two and five years
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
atthe reporting date about past events, current conditions and forecasts of future economic conditions, and higher credit
risks of financing debtors who restructured their loans during the COVID-19 pandemic, as allowed under the Indonesia
regulations. 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 and motorcycle financing debtors are
overdue for 30days, or for certain motorcycles 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 arrangements for the purpose of recovering the
outstanding receivables.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors (continued)
The Group provides for credit losses against the financing debtors as follows:
Expected
credit loss
rate
Estimated gross
carrying amount
at default
Expected
credit loss
rate
Estimated gross
carrying amount
at default
% US$m % US$m
Performing . – . , . – . ,
Underperforming . – . , . – . ,
Non-performing . – . . – .
, ,
Movements of provisions for impairment of financing debtors are as follows:
Performing Underperforming Non-performing Total
US$m US$m US$m US$m
2021
At 1st January () () () ()
Exchange differences –
(Additional provisions)/writeback () () ()
Transfer () () –
Write off/utilisation –
At 31st December () () () ()
2020
At 1st January () () () ()
Exchange differences () – ()
Additional provisions () () () ()
Transfer () –
Write off/utilisation –
At 31st December () () () ()
At 31st December 2021 and 2020, there are no financing debtors that are written off but still subject to enforcement activities.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors (continued)
Trade and other debtors
The average credit period on sale of goods and services varies among Group businesses and is generally not more than
60days.
Other debtors are further analysed as follows:
US$m US$m
Derivative financial instruments (refer note 34)
Loans to employees
Other amounts due from associates
Other amounts due from joint ventures
Rental and other deposits
Repossessed collateral of finance companies
Restricted bank balances and deposits
Other receivables
Financial assets , ,
Cost to fulfil contracts (refer note 3)
Costs to obtain contracts (refer note 3)
Prepayments
Reinsurers’ share of estimated losses on insurance contracts
Other
, ,
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
17 Debtors (continued)
The loss allowance for both trade debtors and contract assets at 31st December 2021 and 2020 were determined as follows:
Below
30 days
Between
31 and 60 days
Between
61 and 120 days
More than
120 days Total
2021
Weighted average expected loss rate .% .% .% .%
Gross carrying amount – trade
debtors (US$m) , ,
Gross carrying amount – contract
assets (US$m) – – –
Loss allowance (US$m) () () () () ()
2020
Weighted average expected loss rate .% .% .% .%
Gross carrying amount – trade
debtors (US$m) , ,
Gross carrying amount – contract
assets (US$m) – – –
Loss allowance (US$m) () () () () ()
Movements in the provisions for impairment are as follows:
Trade debtors Contract assets Other debtors
US$m US$m US$m US$m US$m US$m
At 1st January () () () () () ()
Exchange differences () () –
Additional provisions () () () () () ()
Unused amounts
reversed – –
Amounts written off – – –
At 31st December () () () () () ()
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 31st December 2021, the carrying amount of consumer financing debtors, financing lease receivables and other debtors
pledged as security for borrowings amounted to US$84 million, US$1 million and US$7 million (2020: US$276 million,
US$5million and US$12 million), respectively (refer note 29). Trade debtors and contract assets had not been pledged as
security for borrowings at 31st December 2021 and 2020.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
18 Deferred Tax Assets/(Liabilities)
Accelerated
tax
depreciation
Fair value
gains/
(losses) Losses
Employee
benefits
Provisions
and other
temporary
differences Total
US$m US$m US$m US$m US$m US$m
2021
At 1st January () () ()
Exchange differences – () () ()
Disposals () () – () ()
Credited/(charged) to profit and loss () ()
Charged to other comprehensive
income – () – () – ()
At 31st December () () ()
Deferred tax assets ()
Deferred tax liabilities () () () ()
() () ()
2020
At 1st January () () ()
Exchange differences () () () ()
New subsidiaries – () – – ()
Disposals () – – ()
Credited/(charged) to profit and loss () –
Credited/(charged) to other
comprehensive income – – () –
At 31st December () () ()
Deferred tax assets ()
Deferred tax liabilities () () () ()
() () ()
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$301 million (2020: US$283 million) arising from unused tax losses of US$1,339 million
(2020:US$1,287million) have not been recognised in the financial statements. Included in the unused tax losses,
US$392million have no expiry date and the balance will expire at various dates up to and including 2037.
Deferred tax liabilities of US$644 million (2020: US$620 million) arising on temporary differences associated with
investments in subsidiaries of US$6,206 million (2020: US$6,205 million) have not been recognised as there is no current
intention of remitting the retained earnings of these subsidiaries to the holding companies in the foreseeable future.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
19 Pension Plans
The Group operates defined benefit pension plans in the main territories in which it operates, with the major plans in
HongKong and the United Kingdom. Most of the pension plans are final salary defined benefits, calculated based on
members’ length of service and their salaries in the final years leading up to retirement. In Hong Kong, the pension benefits
are usually paid in one lump sum. With the exception of certain plans in Hong Kong, all the defined benefit plans are closed
to new members. In addition, although all plans are impacted by the discount rate, liabilities in Hong Kong are driven by
salary growth, whilst the United Kingdom plans are driven by inflationary rates and life expectancy.
The Group’s defined benefit plans are either funded or unfunded, with the assets of the funded plans held independently of
the Group’s assets in separate trustee administered funds. Plan assets held in trusts are governed by local regulations and
practices in each country. Responsibility for governance of the plans, including investment decisions and contribution
schedules, lies jointly with the company and the boards of trustees. The Group’s major plans are valued by independent
actuaries annually using the projected unit credit method.
The amounts recognised in the consolidated balance sheet are as follows:
US$m US$m
Fair value of plan assets
Present value of funded obligations (,) (,)
() ()
Present value of unfunded obligations () ()
Net pension liabilities () ()
Analysis of net pension liabilities:
Pension assets
Pension liabilities () ()
() ()
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
19 Pension Plans (continued)
The movement in the net pension liabilities is as follows:
Fair value
of plan
assets
Present
value of
obligations Total
US$m US$m US$m
2021
At 1st January (,) ()
Current service cost – () ()
Interest income/(expense) () ()
Past services cost and losses on settlements – () ()
Administration expenses () – ()
() ()
(,) ()
Exchange differences ()
Remeasurements
– return on plan assets, excluding amounts included in interest income –
– change in financial assumptions –
– experience losses –
Contributions from employers –
Contributions from plan participants () –
Benefit payments ()
Settlements –
At 31st December (,) ()
2020
At 1st January (,) ()
Current service cost
– () ()
Interest income/(expense) () ()
Past services cost and losses on settlements – () ()
Administration expenses () – ()
() ()
(,) ()
Exchange differences () –
New subsidiaries – () ()
Disposal ()
Remeasurements
– return on plan assets, excluding amounts included in interest income –
– change in financial assumptions – () ()
– experience losses –
()
Contributions from employers –
Contributions from plan participants () –
Benefit payments ()
Settlements ()
At 31st December (,) ()
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
19 Pension Plans (continued)
The weighted average duration of the defined benefit obligations at 31st December 2021 is 12 years (2020: 12 years).
Expected maturity analysis of undiscounted pension benefits at 31st December is as follows:
US$m US$m
Within one year
Between one and two years
Between two and five years
Between five and ten years
Between ten and fifteen years
Between fifteen and twenty years
Beyond twenty years , ,
, ,
The principal actuarial assumptions used for accounting purposes at 31st December are as follows:
Hong Kong United Kingdom Others
% % % % % %
Discount rate . . . . . .
Salary growth rate . . – – . .
Inflation rate N/A N/A . . N/A N/A
Life expectancy for pensioners in the United Kingdom plans at the age of 65 for male and female are 22 years and 24 years
(2020: 22 years and 24 years), respectively. 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.
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 ()
Salary growth rate ()
Inflation rate ()
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
Inpractice, 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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
19 Pension Plans (continued)
The analysis of the fair value of plan assets at 31st December is as follows:
US$m US$m
Equity investments
Asia Pacific
Europe
North America
Global
Debt investments
Asia Pacific
Europe
North America
Global
Investment funds
Asia Pacific
Europe
North America
Global
Total investments
Cash and cash equivalents
Benefits payable and other () ()
At 31st December 2021, 99% of equity investments, 100% of debt investments and 82% of investment funds were quoted on
active markets (2020: 100%, 99% and 86%, 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 2021. The next ALM review is
scheduled for 2024.
At 31st December 2021, the Hong Kong and United Kingdom plans had assets of US$546 million and US$373 million
(2020:US$525 million and US$373 million), respectively.
The Group maintains an active and regular contribution schedule across all the plans. The contributions to all its plans in
2021 were US$29 million and the estimated amount of contributions expected to be paid to all its plans in 2022 is
US$24million.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
20 Properties for Sale
US$m US$m
Properties in the course of development , ,
Completed properties
, ,
At 31st December 2021, properties in the course of development amounting to US$1,890 million (2020: US$1,338 million)
were not scheduled for completion within the next twelve months.
At 31st December 2021, the carrying amount of properties for sale pledged as security for borrowings amounted to
US$724million (2020: US$474 million) (refer note 29).
21 Stocks and Work in Progress
US$m US$m
Finished goods , ,
Work in progress
Raw materials
Spare parts
Other
, ,
At 31st December 2021 and 2020, the Group’s stocks and work in progress had not been pledged as security for borrowings.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
22 Bank Balances and Other Liquid Funds
US$m US$m
Deposits with banks and financial institutions , ,
Bank balances , ,
Cash balances
, ,
Analysis by currency:
Chinese renminbi ,
Euro
Hong Kong dollar
Indonesian rupiah , ,
Japanese yen
Macau patacas
Malaysian ringgit
New Taiwan dollar
Singapore dollar
United Kingdom sterling
United States dollar , ,
Other
, ,
The weighted average interest rate on deposits with banks and financial institutions at 31st December 2021 was 1.4%
(2020:1.6%) per annum.
23 Share Capital
US$m US$m
Authorised:
1,000,000,000 shares of US¢25 each
Ordinary shares
in millions
US$m US$m
Issued and fully paid:
At 1st January
Scrip issued in lieu of dividends
Repurchased and cancelled () () () ()
At 31st December
During the year, the company repurchased 10 million (2020: 12 million) ordinary shares from the stock market at a cost
ofUS$580 million (2020: US$554 million), which was accounted for by charging US$3 million (2020: US$3 million) to
sharecapital, US$8 million (2020: US$2 million) to share premium and US$569 million (2020: US$549 million) to
revenuereserves.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
24 Share-based Long-term Incentive Plans
Share-based long-term incentive plans (‘LTIP’) have been put in place to provide incentives for selected executives. Awards
take the form of share options to purchase ordinary shares in the Company with exercise prices based on the then prevailing
market prices; however, share awards which will vest free of payment may also be made. Awards normally vest on or after
the third anniversary of the date of grant and may be subject to the achievement of performance conditions.
The Jardine Matheson Holdings Share-based Long-term Incentive Plan (the ‘2015 LTIP’) was adopted by the Company on
5thMarch 2015. Since the adoption of the 2015 LTIP, awards were granted in the form of options with exercise prices based
on the then prevailing market prices and no free shares were granted. No awards were granted under the 2015 LTIP in 2021
and 2020.
Prior to the adoption of the 2015 LTIP, The Jardine Matheson International Share Option Plan 2005 and The Jardine Matheson
Holdings Limited Tax-Qualified Share Option Plan 2005 (formerly The Jardine Matheson Holdings Limited Approved Share
Option Plan 2005) provided selected executives with options to purchase ordinary shares in the Company.
The exercise prices of the options granted in prior years were based on the average market prices for the five trading days
immediately preceding the dates of grant of the options. Options normally vest in tranches over a period of three to five
years, and are exercisable for up to ten years following the date of grant.
Movements during the year:
Weighted
average
exercise
price
Options
inmillions
Weighted
average
exercise
price
Options
inmillions
US$ US$
At 1st January . . . .
Exercised . (.) . (.)
Cancelled . – . –
At 31st December . . . .
The average share price during the year was US$59.0 (2020: US$46.9) per share.
Outstanding at 31st December:
Exercise
price
Options
in millions
Expiry date US$
2021 . – .
2022 . . .
2023 . . .
2024 . . .
2025 . – . . .
2026 . – . . .
2027 . . .
2028 . . .
Total outstanding . .
of which exercisable . .
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
25 Share Premium and Capital Reserves
Share
premium
Capital
reserves Total
US$m US$m US$m
2021
At 1st January –
Capitalisation arising on scrip issued in lieu of dividends () – ()
Repurchase of shares (refer note 23) () – ()
Employee share option schemes
– exercise of share options –
– value of employee services –
Transfer () ()
At 31st December –
2020
At 1st January –
Capitalisation arising on scrip issued in lieu of dividends () – ()
Repurchase of shares (refer note 23) () – ()
Employee share option schemes
– exercise of share options –
– value of employee services –
Transfer () ()
At 31st December –
Capital reserves represent the value of employee services under the Group’s employee share option schemes.
At31stDecember 2021, US$22 million (2020: US$27 million) related to the Company’s Senior Executive Share Incentive
Schemes.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
26 Dividends
US$m US$m
Final dividend in respect of 2020 of US¢128.00 (2019: US¢128.00) per share
Interim dividend in respect of 2021 of US¢44.00 (2020: US¢44.00) per share
, ,
Company’s share of dividends paid on the shares held by subsidiaries () ()
Shareholders elected to receive scrip in respect of the following:
Final dividend in respect of previous year
Interim dividend in respect of current year
A final dividend in respect of 2021 of US¢156.00 (2020: US¢128.00) per share amounting to a total of US$1,118 million
(2020:US$921million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved
at the 2022 Annual General Meeting. The net amount after deducting the dividends payable on the shares held by the
Company’s subsidiaries of US$666 million (2020: US$546 million) will be accounted for as an appropriation of revenue
reserves in the year ending 31st December 2022.
27 Own Shares Held
Own shares held of US$6,223 million (2020: US$5,282 million) represent the Company’s share of the cost of 427 million
(2020: 427 million) ordinary shares in the Company held by subsidiaries and are deducted in arriving at shareholders’ funds.
28 Non-controlling Interests
US$m US$m
By business:
Hongkong Land , ,
DFI Retail
Mandarin Oriental ,
Jardine Cycle & Carriage
Astra , ,
Jardine Strategic – ,
Other –
, ,
Less own shares held attributable to non-controlling interests – ()
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
28 Non-controlling Interests (continued)
Summarised financial information on subsidiaries with material non-controlling interests
Set out below are the summarised financial information for each subsidiary that has non-controlling interests that are
material to the Group.
Summarised balance sheets at 31st December:
Hongkong
Land DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage* Astra*
US$m US$m US$m US$m US$m
2021
Current
Assets , , , ,
Liabilities (,) (,) () (,) (,)
Total current net assets/(liabilities) , (,) , ,
Non-current
Assets , , , , ,
Liabilities (,) (,) () (,) (,)
Total non-current net assets , , , , ,
Net assets , , , , ,
Non-controlling interests – , ,
2020
Current
Assets , , , ,
Liabilities (,) (,) () (,) (,)
Total current net assets/(liabilities) , (,) , ,
Non-current
Assets , , , , ,
Liabilities (,) (,) () (,) (,)
Total non-current net assets , , , , ,
Net assets , , , , ,
Non-controlling interests , ,
* Jardine Cycle & Carriage has 50% interest in Astra.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
28 Non-controlling Interests (continued)
Summarised profit and loss for the year ended 31st December:
Hongkong
Land DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage* Astra*
US$m US$m US$m US$m US$m
2021
Revenue , , , ,
Profit/(loss) after tax from underlying business
performance () , ,
Loss after tax from non-trading items (,) () () () ()
Profit/(loss) after tax () () , ,
Other comprehensive income/(expense) () () ()
Total comprehensive income/(expense) () () , ,
Total comprehensive income/(expense)
allocatedto non-controlling interests () – ,
Dividends paid to non-controlling interests () () – () ()
2020
Revenue , , , ,
Profit/(loss) after tax from underlying business
performance ()
Profit/(loss) after tax from non-trading items
(,) () ()
Profit/(loss) after tax (,) () , ,
Other comprehensive income/(expense) () ()
Total comprehensive income/(expense) (,) () ,
Total comprehensive income/(expense)
allocatedto non-controlling interests – ()
Dividends paid to non-controlling interests () – – () ()
* Jardine Cycle & Carriage has 50% interest in Astra.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
28 Non-controlling Interests (continued)
Summarised cash flows at 31st December:
Hongkong
Land DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage* Astra*
US$m US$m US$m US$m US$m
2021
Cash flows from operating activities
Cash generated from operations , , ,
Interest received –
Interest and other financing charges paid () () () () ()
Tax paid () () () () ()
Dividends from associates and joint ventures –
Cash flows from operating activities , ,
Cash flows from investing activities () () () () ()
Cash flows from financing activities () () (,) (,)
Net increase/(decrease) in cash and
cashequivalents () () , ,
Cash and cash equivalents at 1st January , , ,
Effect of exchange rate changes – () () ()
Cash and cash equivalents at 31st December , , ,
2020
Cash flows from operating activities
Cash generated from/(used in) operations , , () , ,
Interest received
Interest and other financing charges paid () () () () ()
Tax paid () () () () ()
Dividends from associates and joint ventures –
Cash flows from operating activities , () , ,
Cash flows from investing activities (,) () ()
Cash flows from financing activities (,) (,) (,)
Net increase/(decrease) in cash and
cashequivalents () () , ,
Cash and cash equivalents at 1st January , , ,
Effect of exchange rate changes
Cash and cash equivalents at 31st December , , ,
* Jardine Cycle & Carriage has 50% interest in Astra.
The information above is before any inter-company eliminations.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
29 Borrowings
Carrying
amount
Fair
value
Carrying
amount
Fair
value
US$m US$m US$m US$m
Current
– bank overdrafts
– other bank advances , , , ,
– other advances
, , , ,
Current portion of long-term borrowings
– bank loans , , , ,
– bonds and notes , ,
– other loans
, , , ,
, , , ,
Long-term borrowings
– bank loans , , , ,
– bonds and notes , , , ,
– other loans
, , , ,
, , , ,
The fair values are based on market prices or are estimated using the expected future payments discounted at market
interest rates ranging from 0.3% to 8.9% (2020: 0.3% to 12.4%) per annum. This is in line with the definition of ‘observable
current market transactions’ under the fair value measurement hierarchy. The fair value of current borrowings approximates
their carrying amount, as the impact of discounting is not significant.
US$m US$m
Secured , ,
Unsecured , ,
, ,
Secured borrowings at 31st December 2021 included Hongkong Land’s bank borrowings of US$871 million
(2020:US$801million) which were secured against its investment properties and properties for sale, Mandarin Oriental’s
bank borrowings of US$641 million (2020: US$607 million) which were secured against its tangible assets and right-of-use
assets, and Astra’s bonds and notes of US$42 million (2020: US$92 million) and bank borrowings of US$135 million
(2020:US$743 million) which were secured against its various assets.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
29 Borrowings (continued)
Fixed rate borrowings
Weighted
average
interest rates
Weighted
average period
outstanding
Floating
rate
borrowings Total
By currency: % Years US$m US$m US$m
2021
Chinese renminbi . – – , ,
Hong Kong dollar . . , , ,
Indonesian rupiah . . , ,
Malaysian ringgit . – –
Singapore dollar . .
Thai baht . – –
United Kingdom sterling . .
United States dollar . . , , ,
Other . .
, , ,
2020
Chinese renminbi . – –
Hong Kong dollar . . , , ,
Indonesian rupiah . . , ,
Malaysian ringgit . – –
Singapore dollar . .
Thai baht . – –
United Kingdom sterling . .
United States dollar . . , ,
Other . .
, , ,
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 31st December after
taking into account hedging transactions are as follows:
US$m US$m
Floating rate borrowings , ,
Fixed rate borrowings
– 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 , ,
, ,
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
29 Borrowings (continued)
Details of the bonds and notes outstanding at 31st December are as follows:
Maturity
Interest
rates % Nominal values
Current
Non-
current Current
Non-
current
US$m US$m US$m US$m
Hongkong Land
4.28% 12-year notes . HK million – – –
3.86% 10-year notes . HK million – –
4.50% 10-year notes . US million – –
3.00% 10-year notes . HK million – –
2.90% 10-year notes . HK million – –
3.95% 10-year notes . HK, million – –
3.95% 10-year notes . HK million – –
4.625% 10-year notes . US million – –
4.10% 15-year notes . HK million – –
4.50% 15-year notes . US million – –
3.75% 15-year notes . HK million – –
4.00% 15-year notes . HK million – –
4.04% 15-year notes . HK million – –
3.95% 15-year notes . HK million – –
3.15% 15-year notes . HK million – –
4.22% 15-year notes . HK million – –
3.83% 10-year notes . HK million – –
3.75% 10-year notes . HK million – –
4.40% 15-year notes . HK million – –
2.93% 10-year notes . HK million – –
2.875% 10-year notes . US million – –
4.11% 20-year notes . HK million – –
2.25% 10-year notes . US million – – –
1.957% 10-year notes . HK million – – –
4.125% 20-year notes . HK million – –
4.00% 20-year notes . HK million – –
2.83% 12-year notes . HK million – –
4.12% 15-year notes . HK million – –
3.67% 15-year notes . HK million – –
2.72% 15-year notes . HK million – –
2.90% 15-year notes . HK million – –
2.90% 15-year notes . HK million – –
2.65% 15-year notes . HK million – –
3.95% 20-year notes . S million – –
3.45% 20-year notes . S million – –
5.25% 30-year notes . HK million – –
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
29 Borrowings (continued)
Details of the bonds and notes outstanding at 31st December are as follows (continued):
Maturity
Interest
rates % Nominal values
Current
Non-
current Current
Non-
current
US$m US$m US$m US$m
Astra Sedaya Finance (‘ASF’)
Berkelanjutan III Tahap III bonds . Rp billion – –
Berkelanjutan III Tahap IV bonds . Rp billion – –
Berkelanjutan IV Tahap I bonds . Rp billion – – –
Berkelanjutan IV Tahap II bonds – . – . Rp, billion –
Berkelanjutan IV Tahap III bonds – . – . Rp, billion –
Berkelanjutan IV Tahap IV bonds . Rp, billion –
Berkelanjutan V Tahap I bonds . Rp billion –
Berkelanjutan V Tahap II bonds – . – . Rp, billion – –
Berkelanjutan V Tahap III bonds – . – . Rp, billion – –
Sukuk Mudharabah
Berkelanjutan I Tahap I bonds . Rp billion – – –
Euro Medium Term Notes . Rp billion – – –
Federal International
Finance(‘FIF’)
Berkelanjutan III Tahap III bonds . Rp, billion – – –
Berkelanjutan III Tahap IV bonds . Rp billion – – –
Berkelanjutan III Tahap V bonds . Rp, billion – –
Berkelanjutan IV Tahap I bonds . Rp, billion – –
Berkelanjutan IV Tahap II bonds . Rp billion –
Berkelanjutan V Tahap I bonds – . – . Rp, billion – –
Berkelanjutan V Tahap II bonds – . – . Rp, billion – –
Medium Term Notes . Rp billion –
SAN Finance
Berkelanjutan II Tahap II bonds . Rp billion – –
Berkelanjutan III Tahap I bonds . Rp billion – –
Serasi Autoraya (‘SERA’)
Berkelanjutan I Tahap I bonds . Rp billion –
Jardine Matheson
2031 Bonds . US million – – –
2036 bonds . US million – – –
, , ,
Notes issued by Hongkong Land and bonds issued by Jardine Matheson were unsecured.
The ASF bonds were issued by a wholly-owned subsidiary of Astra. The ASF Berkelanjutan III Tahap III and IV bonds were
collateralised by fiduciary guarantee over financing debtors of the subsidiary which amounting to 50% of the total
outstanding principal of the bonds. All other ASF bonds were unsecured.
The FIF bonds were issued by a wholly-owned subsidiary of Astra and were unsecured.
The SAN Finance bonds were issued by a partly-owned subsidiary of Astra. SAN Finance Berkelanjutan II Tahap II bonds were
collateralised by fiduciary guarantee over financing debtors of the subsidiary which amounting to 60% of the total
outstanding principal of the bonds. SAN Finance Berkelanjutan III Tahap I bonds were unsecured.
The SERA bonds were issued by a wholly-owned subsidiary of Astra and were unsecured.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
29 Borrowings (continued)
The movements in borrowings are as follows:
Bank
overdrafts
Long-term
borrowings
Short-term
borrowings Total
US$m US$m US$m US$m
2021
At 1st January , , ,
Exchange differences – () () ()
Amortisation of borrowing costs –
Transfer – (,) , –
Change in fair value – () – ()
Change in bank overdrafts () – – ()
Drawdown of borrowings – , , ,
Repayment of borrowings – (,) (,) (,)
At 31st December , , ,
2020
At 1st January , , ,
Exchange differences () –
Disposals () – () ()
Amortisation of borrowing costs –
Transfer – (,) , –
Change in fair value – –
Change in bank overdrafts – –
Drawdown of borrowings – , , ,
Repayment of borrowings – (,) (,) (,)
At 31st December , , ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
30 Lease Liabilities
US$m US$m
At 1st January , ,
Exchange differences ()
New subsidiaries –
Additions
Disposals () ()
Modifications to lease terms
Lease payments (,) (,)
Interest expense
At 31st December , ,
Non-current , ,
Current
, ,
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 31st December 2021 and 2020.
The Group has not entered into any material lease contracts which have not commenced at 31st December 2021 and 2020.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
31 Creditors
US$m US$m
Trade creditors
– third parties , ,
– associates
– joint ventures
, ,
Accruals , ,
Other amounts due to joint ventures
Rental and other refundable deposits
Deferred consideration payable
Contingent consideration payable
Derivative financial instruments
Other creditors
Financial liabilities , ,
Contract liabilities (refer note 3) , ,
Gross estimated losses on insurance contracts
Rental income received in advance
Unearned premiums on insurance contracts
Other
, ,
Non-current
Current , ,
, ,
Analysis by geographical area of operation:
China , ,
Southeast Asia , ,
United Kingdom
Rest of the world
, ,
Derivative financial instruments are stated at fair value. Other creditors are stated at amortised cost. The fair values of these
creditors approximate their carrying amounts.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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
2021
At 1st January
Exchange differences () – () () – ()
Additional provisions
Unused amounts reversed () () () () – ()
Utilised () () () () () ()
At 31st December
Non-current –
Current
2020
At 1st January
Exchange differences – () ()
Additional provisions
Disposals – – () – – ()
Unused amounts reversed – () () – () ()
Utilised () () () () () ()
At 31st December
Non-current –
Current
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.
Provisions for reinstatement and restoration costs comprised the estimated costs, to be incurred by the Group as lessees,
indismantling 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.
Other provisions principally comprise provisions in respect of indemnities on disposal of businesses and legal claims.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
33 Notes to Consolidated Cash Flow Statement
(a) Cash generated from operations
US$m US$m
By nature:
Operating profit/(loss) , ()
Adjustments for:
Depreciation and amortisation (refer note 33(b)) , ,
Change in fair value of investment properties , ,
Profit on sale of subsidiaries (,) ()
Profit on sale of associates and joint ventures () ()
Loss/(profit) on sale of other investments ()
Profit on sale of right-of-use assets –
Loss on sale of intangible assets
Profit on sale of tangible assets () ()
Profit on sale of investment properties – ()
Loss on sale of repossessed collateral of finance companies
Fair value loss on cash flow hedge –
Fair value loss/(gain) on other investments ()
Fair value gain on agricultural produce () ()
Fair value loss on livestock –
Impairment of intangible assets
Impairment of tangible assets
Impairment of right-of-use assets
Impairment of debtors
Write down of stocks and work in progress
Reversal of write down of stocks and work in progress () ()
Gain on lease modification and termination () ()
Rent concessions () ()
Change in provisions
Net foreign exchange (gain)/loss ()
Amortisation of borrowing costs for financial services companies
Options granted under employee share option schemes
, ,
, ,
Change in working capital:
Increase in concession rights () ()
(Increase)/decrease in properties for sale ()
(Increase)/decrease in stocks and work in progress ()
(Increase)/decrease in debtors () ,
Increase/(decrease) in creditors and provisions , (,)
Increase in pension obligations
()
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
33 Notes to Consolidated Cash Flow Statement (continued)
(b) Depreciation and amortisation
US$m US$m
By business:
Jardine Pacific
Jardine Motors
Hongkong Land
DFI Retail
Mandarin Oriental
Jardine Cycle & Carriage
Astra , ,
, ,
(c) Purchase of subsidiaries
Net cash outflow for purchase of subsidiaries in 2021 principally related to Jardine Pacific’s acquisition of a healthcare
engineering solution provider in Hong Kong and Macau.
Net cash outflow in 2020 included US$14 million for Jardine Motors’ acquisition of a dealership business in the Chinese
mainland; US$21 million for DFI Retail’s payment for deferred consideration on acquisition of a 100% interest in San Miu
Supermarket Limited in Macau in 2015; and US$44 million for Astra’s acquisition ofa 100% interest in PT Jakarta Marga Jaya,
a toll road business company, and US$7 million for Astra’s increased interest in PTAsuransi Jiwa Astra, a life insurance
company, from 50% to 100%.
Goodwill in 2020 mainly arose from the acquisition of PT Asuransi Jiwa Astra of US$56 million, attributable to synergy with
Astra’s existing insurance business. None of the goodwill is expected to be deductible for tax purposes.
(d) Purchase of associates and joint ventures in 2021 mainly included US$115 million for Hongkong Land’s investments in
the Chinese mainland, US$9 million for Jardine Cycle & Carriage’s additional interest in Refrigeration Electrical Engineering
Corporation, and US$66 million for Astra’s investments in toll road concession business.
Purchase in 2020 mainly included US$153 million for Hongkong Land’s investments primarily in the Chinese mainland;
US$15 million for DFI Retail’s capital injection into an associate for the development of e-commerce platform to support the
group’s digital business; and US$24 million for Astra’s settlement of deferred consideration on acquisition of toll road
concessions in 2019.
(e) Purchase of other investments in 2021 included US$375 million for acquisition of securities in Astra and US$69 million
for investment in limited partnership investment funds in Corporate. Purchase in 2020 included US$478 million for Astra’s
acquisition of securities.
(f) Additions to investment properties in 2020 mainly included US$4,485 million for Hongkong Land’s acquisition of a
mixed-use site in the Xuhui District in Shanghai, Chinese mainland.
(g) Advances to and repayments to associates and joint ventures in 2021 mainly included Hongkong Land’s advances to its
property joint ventures. Advances to and repayments to associates and joint ventures in 2020 comprised US$684 million for
Hongkong Land’s advances to its property joint ventures and US$41 million for Mandarin Oriental’s advances to its associate
and joint venture hotels.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
33 Notes to Consolidated Cash Flow Statement (continued)
(h) Advances from and repayments from associates and joint ventures in 2021 and 2020 mainly included advances from and
repayments from Hongkong Land’s property joint ventures.
(i) Sale of subsidiaries
US$m US$m
Non-current assets ,
Current assets
Non-current liabilities () ()
Current liabilities () ()
Non-controlling interests () ()
Net assets ,
Cumulative exchange translation difference () ()
Profit on disposal ,
Deferred gain on sale and leaseback of properties –
Sales proceeds , ,
Adjustment for carrying value of an associate (refer note 15) () –
Adjustment for carrying value of a joint venture – (,)
Adjustment for deferred payments –
Cash and cash equivalents of subsidiaries disposed of () ()
Net cash inflow , ,
Analysis of net cash inflow from sale of subsidiaries:
Proceeds received , ,
Deposits refunded – (,)
, ,
Net cash inflow for sale of subsidiaries in 2021 included US$738 million from Jardine Pacific’s sale of property holding
subsidiaries which hold the Zung Fu Hong Kong properties in Hung Hom and Chai Wan with sale and leaseback
arrangements, and US$754 million (net of tax of US$115 million) from Jardine Motors’ sale of Zung Fu China to the Group’s
associate, Zhongsheng, for a total consideration of US$1.3 billion, comprised US$886 million in cash and US$428 million
worth of new shares in Zhongsheng (refer note 15), increasing the Group’s shareholding in Zhongsheng to 20.9%.
Net cash inflow in 2020 included US$2,566 million, being proceeds received of US$4,572 million net of deposits refunded of
US$2,006 million, for Hongkong Land’s sale of a 57% interest in a wholly-owned company which became a 43%-owned joint
venture. The company owns a mixed-use site in Xuhui District in Shanghai, Chinese mainland.
The remaining net cash inflow in 2020 of US$255 million included US$47 million for Hongkong Land’s sale of its entire 80%
interest in a development properties subsidiary in Vietnam; and US$109 million for DFI Retail’s sale of its entire 100%
interest in Wellcome Taiwan and US$84 million for DFI Retail’s sale of its entire 100% interest in Rose Pharmacy to its
20%-owned associate, Robinsons Retail Holdings, Inc.
The revenue and profit after tax in respect of subsidiaries disposed of during the year amounted to US$2,399 million and
US$53 million, respectively.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
33 Notes to Consolidated Cash Flow Statement (continued)
(j) Sale of associates and joint ventures in 2021 mainly comprised Hongkong Land’s sale of its interest in a property joint
venture in Chinese mainland. Sale in 2020 mainly included US$1,136 million for Astra’s sale of its entire 44.6% interest in
Permata Bank.
(k) Sale of other investments in 2021 comprised sale of securities of US$246 million and US$152 million in Astra and
Corporate, respectively. Sale in 2020 comprised Astra’s sale of securities.
(l) Change in interests in subsidiaries
US$m US$m
Increase in attributable interests
– Hongkong Land () –
– Mandarin Oriental – ()
– other () ()
() ()
Increase in attributable interests in other subsidiaries in 2021 included US$18 million and US$19 million for Jardine Cycle &
Carriage’s additional 30% and 25% interests in Cycle & Carriage Bintang and Republic Auto, respectively, and US$70 million
for Astra’s acquisition of the remaining 33% interest in PT Astra Modern Land.
(m) Cash outflows for leases
US$m US$m
Lease rentals paid (,) (,)
Additions to right-of-use assets () ()
(,) (,)
The above cash outflows are included in
– operating activities () ()
– investing activities () ()
– financing activities () ()
(,) (,)
(n) Analysis of balances of cash and cash equivalents
US$m US$m
Bank balances and other liquid funds (refer note 22) , ,
Bank overdrafts (refer note 29) () ()
, ,
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
34 Derivative Financial Instruments
The fair values of derivative financial instruments at 31st December are as follows:
Positive
fair
value
Negative
fair
value
Positive
fair
value
Negative
fair
value
US$m US$m US$m US$m
Designated as cash flow hedges
– forward foreign exchange contracts
– interest rate swaps and caps –
– cross currency swaps
– forward commodity contracts – – –
– commodity zero options – – –
– commodity zero collars – – –
Designated as fair value hedges
– interest rate swaps and caps – – –
– cross currency swaps – –
– –
Non-qualifying as hedges
– forward foreign exchange contracts – –
Forward foreign exchange contracts
The contract amounts of the outstanding forward foreign exchange contracts at 31st December 2021 were US$1,192 million
(2020: US$1,002 million).
Interest rate swaps and caps
The notional principal amounts of the outstanding interest rate swap and cap contracts at 31st December 2021 were
US$1,088million (2020: US$828 million).
At 31st December 2021, the fixed interest rates relating to interest rate swaps and caps varied from 0.4% to 2.7%
(2020:0.4%to 2.7%) per annum.
The fair values of interest rate swaps at 31st December 2021 were based on the estimated cash flows discounted at market
rates ranging from 0.2% to 4.7% (2020: 0.2% to 2.4%) per annum.
Cross currency swaps
The contract amounts of the outstanding cross currency swap contracts at 31st December 2021 were US$4,652 million
(2020:US$4,699 million).
Forward commodity contracts, commodity options and commodity zero collars
The contract amounts of the outstanding forward commodity contracts, commodity options and commodity zero collars
at31st December 2021 were nil (2020: US$152 million), US$82 million (2020: US$72 million) and US$37 million
(2020:US$286 million), respectively.
The Group has aggregated notional principal and contract amounts of US$1.2 billion in interest rate swaps and cross
currency swaps referencing to US$ LIBOR that will expire beyond 30th June 2023, the cessation date of US$ LIBOR.
Thesehave carrying values of US$8 million and US$32 million included in debtors and creditors, respectively,
at 31st December 2021. Further details in relation to the transition plan for these contracts are shown on page 178.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
35 Commitments
US$m US$m
Capital commitments:
Authorised not contracted
– joint ventures
– other
, ,
Contracted not provided
– joint ventures ,
– other
, ,
, ,
The Group had no material operating lease commitments for short-term and low-value leases outstanding at 31st December 2021
and 2020.
Total future sublease payments receivable amounted to US$16 million at 31st December 2021 (2020: US$29 million).
36 Contingent Liabilities
Following the acquisition of the 15 per cent of Jardine Strategic not previously owned by the Company and its wholly-owned
subsidiaries, which was effected on 14th 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 at an early stage and it is
anticipated that the court appraisal process will not be concluded for at least a further 12 months. 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 in the financial statements.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
37 Related Party Transactions
In the normal course of business the Group undertakes a variety of transactions with certain of its associates and
jointventures.
The most significant of such transactions relate to the purchases of motor vehicles and spare parts from its associates and
joint ventures in Indonesia including PT Toyota-Astra Motor, PT Astra Honda Motor and PT Astra Daihatsu Motor. Total cost
ofmotor vehicles and spare parts purchased in 2021 amounted to US$4,970 million (2020: US$3,104 million). The Group
also sells motor vehicles and spare parts to its associates and joint ventures in Indonesia including PT Astra Honda Motor,
PT Astra Daihatsu Motor and PT Tunas Ridean. Total revenue from sale of motor vehicles and spare parts in 2021 amounted to
US$604million (2020: US$387 million).
The Group manages six (2020: six) associate and joint venture hotels. Management fees received by the Group in 2021 from
these managed hotels amounted to US$7 million (2020: US$4 million).
Amounts of outstanding balances with associates and joint ventures are included in debtors and creditors, as appropriate
(refer notes 17 and 31).
Details of Directors’ remuneration (being the key management personnel compensation) are shown on page 68 under the
heading of Remuneration.
38 Summarised Balance Sheet of the Company
Included below is certain summarised balance sheet information of the Company disclosed in accordance with Bermuda law.
US$m US$m
Subsidiaries , ,
Current assets , ,
Total assets , ,
Share capital (refer note 23)
Share premium and capital reserves (refer note 25)
Revenue and other reserves , ,
Shareholders’ funds , ,
Current liabilities
Total equity and liabilities , ,
Subsidiaries are shown at cost less amounts provided.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
39 Principal Subsidiaries
The Group’s principal subsidiaries at 31st December 2021 are set out below:
Country of
incorporation/
principal place of
business Nature of business
Attributable
interests
Proportion of ordinary
shares and voting powers at
31st December 2021 held by
the Group
non-controlling
interests
% % % %
Dairy Farm International
HoldingsLtd
Bermuda/
China and
Southeast Asia
Grocery retail,
convenience stores,
health and beauty,
home furnishings,
restaurants and other
retailing
Hongkong Land Holdings Ltd Bermuda/
China and
Southeast Asia
Property development
& investment, leasing
& management
Jardine Cycle & Carriage Ltd Singapore/
Southeast Asia
A 50.1% interest in
PTAstra International
Tbk, motor trading and
holding
Jardine Matheson Ltd Bermuda/
Hong Kong
Group management
–
Jardine Motors Group
HoldingsLtd*
Bermuda/
China and
United Kingdom
Motor trading
–
Jardine Pacific Holdings Ltd Bermuda/
China and
Southeast Asia
Engineering &
construction, motor
trading, transport
services and
restaurants
–
Jardine Strategic Ltd
†
(previously Jardine Strategic
Holdings Ltd)
Bermuda/
China and
Southeast Asia
Holding
–
Mandarin Oriental
InternationalLtd
Bermuda/
Worldwide
Hotel management &
ownership
Matheson & Co., Ltd England/
United Kingdom
Holding and
management
–
PT Astra International Tbk Indonesia/
Indonesia
Automotive, financial
services, heavy
equipment, mining and
construction and
energy, agribusiness,
infrastructure and
logistics, information
technology and property
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 Motors is directly held by the Company. All other subsidiaries are held through subsidiaries.
†
Jardine Strategic held 60% (2020: 59%) of the share capital of the Company.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
40 Principal 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,
orhas 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.
Inabusiness 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.
Ajoint 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 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.
Goodwill and fair value adjustments arising on acquisition of a foreign entity after 1st 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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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. The cost of the construction
services is amortised based on traffic volume projections.
(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.
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
atcost less any accumulated depreciation and impairment. 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
aspart of investment properties. Mining properties, which are contractual rights to mine and own coal and gold reserves
inspecified concession areas, and other tangible fixed assets are stated at cost less amounts provided for depreciation.
Costof mining properties includes expenditure to restore and rehabilitate coal and gold mining areas following the
completion of production.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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 50 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
leaseand 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.
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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 (i.e. US$5,000
or less) 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.
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.
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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. 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.
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
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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 with banks and financial
institutions, bank and cash balances, and liquid investments, net of bank overdrafts. In the balance sheet, bank overdrafts
are included in current borrowings.
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 bank balances and other liquid funds 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
andloss.
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 the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the balance sheet date.
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
Deferred tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets
andliabilities 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
(i) Pension obligations
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.
(ii) Share-based compensation
The Company and its subsidiaries and associates operate a number of equity settled employee share option schemes.
Thefair value of the employee services received in exchange for the grant of the options in respect of options granted after
7th November 2002 is recognised as an expense. The total amount to be expensed over the vesting period is determined by
reference to the fair value of the options granted as determined on the grant date. At each balance sheet date, the entity
revises its estimates of the number of options that are expected to become exercisable. The impact of the revision of original
estimates, if any, is recognised in profit and loss.
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.
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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
Changes in the fair value of derivatives that are designated and qualify as fair value hedges and that are highly effective,
arerecognised 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,
arerecognised 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,
thecumulative 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,
donot 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
sheetdate.
Insurance contracts
Insurance contracts are those contracts that transfer significant insurance risk.
Premiums on insurance contracts are recognised as revenue proportionately over the period of coverage. The portion of
premium received on in-force contracts that relates to unexpired risks at the balance sheet date is reported as the unearned
premium liability. Claims and loss adjustment expenses are charged to profit and loss as incurred based on the estimated
liabilities for compensation owed to contract holders or third parties damaged by the contract holders. They include direct
and indirect claims settlement costs and arise from events that have occurred up to the balance sheet date even if they have
not yet been reported to the Group. The Group does not discount its liabilities for unpaid claims. Liabilities for unpaid claims
are estimated using the input of assessments for individual cases reported to the Group and statistical analyses for the
claims incurred but not reported.
Financial guarantee contracts under which the Group accepts significant risk from a third party by agreeing to compensate
that party on the occurrence of a specified uncertain future event are accounted for in a manner similar to insurance
contracts. Provisions are recognised when it is probable that the Group has obligations under such guarantees and an
outflow of resources embodying economic benefits will be required to settle the obligations.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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 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.
Forthe 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.
Revenueconsists 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.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
(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.
Saleof 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 premiums is
recognised proportionately over the period of coverage. The portion of premium received on in-force contracts that relates to
unexpired risks at the balance sheet date is reported as the unearned premium liability.
(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 based on the actual service provided to the end of the reporting period as a proportion
of the total services to be reported, as soon as it can be estimated reliably. The stage of completion is measured by reference
to cost incurred to date compared to estimated total costs for each contract.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
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.
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.
Pre-operating costs
Pre-operating costs are expensed as they are incurred.
Government grants
Grants from government are recognised at their fair values where there is reasonable assurance that the grants will be
received, and the Group will comply with the conditions associated with the grants.
Grants that compensate the Group for expenses incurred are recognised in the profit and loss as other income on a
systematic basis in the period in which the expenses are recognised. Unconditional grants are recognised in the profit and
loss as other income when they become receivable.
Grants related to assets are deducted in arriving at the carrying value of the related assets.
Notes to the Financial Statements
Jardine Matheson Annual Report 2021
41 Standards and Amendments Issued But Not Yet Effective
A number of new standard and amendments effective for accounting periods beginning after 2021 have been published and
will be adopted by the Group from their effective dates. The Group is currently assessing the potential impact of these
standard 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 are set out below.
(i) Amendments to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract (effective from 1st January 2022) clarifies that for
the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs
of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The Group will apply the
amendment from 1st January 2022, but it is not expected the adoption will have a significant impact on the Group’s
consolidated financial statements.
(ii) IFRS 17 ‘Insurance Contracts’ (effective from 1st January 2023) will mainly have effect on the Group’s insurance companies
in Indonesia. The Group is assessing the potential impact on the Group’s consolidated financial statements.
(iii) Amendment to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective
1stJanuary 2023) requires companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal
amounts of taxable and deductible temporary differences. They typically apply to transactions such as leases of lessees and
decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities. The Group is
assessing the potential impact on the Group’s consolidated financial statements.
Notes to the Financial Statements
42 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. 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;
(ii) Differences in critical terms between the interest rate swaps and loans; and
(iii) The effects of the forthcoming reforms to IBOR, because these might take effect at a different time and have a different
impact on the hedged item (the floating-rate debt) and the hedging instrument (the interest rate swap used to hedge
thedebt).
The ineffectiveness during 2021 or 2020 in relation to interest rate swaps was not material.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
(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 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 31st December 2021 the Group’s Indonesian rupiah functional entities had United States
dollar denominated net monetary assets of US$87 million (2020: liabilities of US$189 million). At 31st December 2021, 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$7 million higher/lower (2020: US$15 million lower/higher), arising from
foreign exchange gains/losses taken on translation. The impact on amounts attributable to the shareholders of the Company
would be US$5 million higher/lower (2020: US$2 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 31st December 2021 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.
Theseexposures 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,
takinginto 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 31st December 2021 the
Group’s interest rate hedge exclusive of the financial services companies was 59% (2020: 44%), with an average tenor of
seven years (2020: 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 using forward rate agreements to a maturity of one year, and by entering into interest rate swaps, caps
and collars for a maturity of up to five years. Forward rate agreements and 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.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
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 31st December 2021, if interest rates had been 100 basis points higher/lower with all other variables held constant,
theGroup’s profit after tax would have been US$9 million (2020: US$23 million) higher/lower, and hedging reserves would
have been US$161 million (2020: US$129 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 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
inthe equity-related sensitivity calculations.
Price risk
The Group is exposed to securities price risk because of its equity investments and limited partnership investment funds
(‘LPinvestment funds’) which are measured at fair value through profit and loss, and debt investments which are
measuredat fair value through other comprehensive income. Gains and losses arising from changes in the fair value of
theseinvestments are recognised in profit and loss or other comprehensive income according to their classification.
Theperformance 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 are unhedged. At 31st December 2021, if the price of these investments
had been 25% higher/lower with all other variables held constant, total equity would have been US$738 million
(2020:US$750 million) higher/lower, of which US$514 million (2020: US$570 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 coal, gold, steel rebar and copper 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.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
(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
benecessary 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 give the right to the Group 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.
(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 31st December 2021, total available borrowing facilities amounted to US$28.8 billion (2020: US$25.9 billion) of which
US$16.7billion (2020: US$15.7 billion) was drawn down. Of the committed facilities, US$4.5 billion which are referenced to
US$LIBOR will expire beyond 30th June 2023, the cessation date of US$ LIBOR. Undrawn committed facilities, in the form of
revolving credit and term loan facilities, and undrawn uncommitted facilities totalled US$8.0 billion (2020: US$7.0 billion)
and US$4.1 billion (2020: US$3.2 billion), respectively.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
The following table analyses the Group’s non-derivative financial liabilities, net-settled derivative financial liabilities and
gross-settled derivative financial instruments into relevant maturity groupings based on the remaining period at the balance
sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual
maturities are essential for an understanding of the timing of the cash flows. The amounts disclosed in the table are the
contractual undiscounted cash flows.
Within
one
year
Between
one and
two years
Between
two and
three years
Between
three and
four years
Between
four and
five years
Beyond Total
five undiscounted
years cash flows
US$m US$m US$m US$m US$m US$m US$m
At 31st December 2021
Borrowings , , , , , , ,
Lease liabilities , ,
Creditors , ,
Net settled derivative
financial instruments – – – –
Gross settled derivative
financial instruments
– inflow , , ,
– outflow , , ,
Estimated losses on
insurance contracts – – – – –
At 31st December 2020
Borrowings , , , , , , ,
Lease liabilities , ,
Creditors , ,
Net settled derivative
financial instruments – –
Gross settled derivative
financial instruments
– inflow , , ,
– outflow , , ,
Estimated losses on
insurance contracts – – – – –
Included in total undiscounted borrowings at 31st December 2021, US$1,983 million are referenced to US$ LIBOR and mature
beyond 30th June 2023, the cessation date of US$ LIBOR.
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.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
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 bank balances and other liquid funds. 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 31st December 2021 and 2020 are as follows:
Gearing ratio exclusive of financial services companies (%)
Gearing ratio inclusive of financial services companies (%)
Interest cover exclusive of financial services companies (times)
Interest cover inclusive of financial services companies (times)
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’)
The fair values of listed securities and bonds are based on quoted prices in active markets at the balance sheet date.
Thequoted 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’)
The fair values of derivative financial instruments 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 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’)
The fair values of other unlisted equity investments and LP 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.
Jardine Matheson Annual Report 2021
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
pricesin active
markets
Observable
current market
transactions
Unobservable
inputs Total
US$m US$m US$m US$m
2021
Assets
Other investments
– equity investments , ,
– debt investments – –
– LP investment funds – –
, ,
Derivative financial instruments at fair value
– through other comprehensive income _ –
– through profit and loss _ –
, ,
Liabilities
Contingent consideration payable – – () ()
Derivative financial instruments at fair value
– through other comprehensive income – () – ()
– through profit and loss – – – –
– () () ()
2020
Assets
Other investments
– equity investments , ,
– debt investments – –
– LP investment funds – –
, ,
Derivative financial instruments at fair value
– through other comprehensive income – –
– through profit and loss – –
, ,
Liabilities
Contingent consideration payable – – () ()
Derivative financial instruments at fair value
– through other comprehensive income – () – ()
– () () ()
There were no transfers among the three categories during the year ended 31st December 2021 and 2020.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
Movements of financial instruments which are valued based on unobservable inputs during the year ended 31st December
are as follows:
Unlisted equity investments
and LP investment funds
US$m US$m
At 1st January
Exchange differences () ()
Additions
Net change in fair value during the year included in profit and loss
At 31st December
(ii) Financial instruments that are not measured at fair value
The fair values of current debtors, bank balances and other liquid funds, current creditors, current borrowings and current
lease liabilities are assumed to approximate their carrying amounts due to the short-term maturities of these assets
andliabilities.
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 2021
Notes to the Financial Statements
Financial instruments by category
The fair values of financial assets and financial liabilities, together with carrying amounts at 31st December 2021 and 2020
are as follows:
Fair value
of hedging
instruments
Fair value Fair value
through through other
profit and comprehensive
loss 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$m
2021
Financial assets
measured at
fairvalue
Other investments
– equity investments – , – – – , ,
– debt investments – – – –
– LP investments
funds – – – –
Derivative financial
instruments – – – –
, – – , ,
Financial assets
notmeasured at
fair value
Debtors – – – , – , ,
Bank balances – – – , – , ,
– – – , – , ,
Financial liabilities
measured at
fairvalue
Derivative financial
instruments () – – – – () ()
Contingent
consideration
payable – () – – – () ()
() () – – – () ()
Financial liabilities
not measured at
fair value
Borrowings – – – – (,) (,) (,)
Lease liabilities – – – – (,) (,) (,)
Trade and other
payable excluding
non-financial
liabilities – – – – (,) (,) (,)
– – – – (,) (,) (,)
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
Fair value
of hedging
instruments
Fair value Fair value
through through other
profit and comprehensive
loss income
Financial
assets at
amortised
costs
Other
financial
liabilities
Total
carrying
amount Fair value
US$m US$m US$m US$m US$m US$m US$m
2020
Financial assets
measured at
fairvalue
Other investments
– equity investments – , – – – , ,
– debt investments – – – –
– LP investments
funds – – – –
Derivative financial
instruments – – – –
, – – , ,
Financial assets
notmeasured at
fair value
Debtors – – – , – , ,
Bank balances – – – , – , ,
– – – , – , ,
Financial liabilities
measured at
fairvalue
Derivative financial
instruments () – – – – () ()
Contingent
consideration
payable – () – – – () ()
() () – – – () ()
Financial liabilities
not measured at
fair value
Borrowings – – – – (,) (,) (,)
Lease liabilities – – – – (,) (,) (,)
Trade and other
payable excluding
non-financial
liabilities – – – – (,) (,) (,)
– – – – (,) (,) (,)
The financial instruments of the Group at 31st December 2021 which are referenced to IBOR with maturities beyond the
cessation of the respective benchmarks comprised long term borrowings amounted to US$1,846 million.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
43 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 and the COVID-19
pandemic have 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. Given the uncertainty of the impact of COVID-19, the actual results may differ from these accounting estimates.
The estimates and assumptions that have a significant effect on the reported amounts of assets and liabilities, and income
and expenses are discussed below.
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 investment properties, which are principally 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 investment properties in Hong Kong, the Chinese mainland and Singapore, capitalisation rates in the range of
2.75% to 3.35% for office (2020: 2.75% to 3.50%) and 3.75% to 5.00% for retail (2020: 3.75% to 5.00%) are used by
Hongkong Land in the fair value determination.
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.
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 31st December 2021 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.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
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
worldwide provision for 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 gains 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.
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.
Indetermining 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.
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.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
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,
theexpected 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.
Interest rate benchmark reform
Following the financial crisis, the reform and replacement of benchmark interest rates such as US$ LIBOR and other
interbank offered rates (‘IBORs’) has become a priority for global regulators. There is currently uncertainty around the timing
and precise nature of these changes on some IBORs.
To transition existing contracts and agreements that reference IBORs (including US$ LIBOR) to risk free rates (‘RFRs’) such as
US$ LIBOR to Secured Overnight Financing Rate, adjustments for term differences and credit differences might need to be
applied to RFRs, to enable the two benchmark rates to be economically equivalent on transition. The greatest change will be
amendments to the contractual terms of the IBORs-referenced floating-rate debt and the associated swap and the
corresponding update of the hedge designation. However, the changed reference rate might also affect other systems,
processes, risk and valuation models, as well as having tax and accounting implications.
Group Treasury is managing the IBORs transition plan, which has progressed throughout 2021. GBP LIBOR ceased on
31stDecember 2021 and all existing contracts and agreements with a reference to GBP LIBOR were transitioned by this date.
All material contracts referencing the Singapore Swap Offer Rate had also been transitioned in 2021. US$ LIBOR is expected
to cease on 30th June 2023, and the Group’s transition plan is on track to ensure conversion of existing US$ LIBOR contracts
by the date of cessation.
Relief applied
The Group has applied the following reliefs that were introduced by the amendments made to IFRS 9 Financial Instruments in
September 2019 and August 2020:
(i) When considering the ‘highly probable’ requirement, the Group has assumed that the IBORs interest rate on which the
Group’s hedged debt is based does not change as a result of IBORs reform.
(ii) In assessing whether the hedge is expected to be highly effective on a forward-looking basis, the Group has assumed
that the IBORs interest rate on which the cash flows of the hedged debt and the interest rate swap that hedges it is not
altered by IBORs reform.
(iii) The Group has not recycled the cash flow hedge reserve relating to the period after the reforms are expected to take effect.
Jardine Matheson Annual Report 2021
Notes to the Financial Statements
(iv) For financial instruments measured using amortised cost measurement, changes to the basis for determining the
contractual cash flows required by interest rate benchmark reform are reflected by adjusting their effective interest rate.
Noimmediate gain or loss is recognised.
(v) For lease liabilities where there is a change to the basis for determining the contractual cash flows, the lease liability is
remeasured by discounting the revised lease payments using a discount rate that reflects the change in the interest rate
where the change is required by IBOR reform.
Assumptions made
In calculating the change in fair value attributable to the hedged risk of floating-rate debt, the Group has made the following
assumptions that reflect its current expectations:
(i) The IBORs-referenced floating-rate debt will move to RFRs during 2023 and the spread will be similar to the spread
included in the interest rate swap used as the hedging instrument.
(ii) No other changes to the terms of the floating-rate debt are anticipated.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
To the members of Jardine Matheson Holdings Limited
Report on the audit of the Group financial statements
Opinion
In our opinion, Jardine Matheson Holdings Limited’s Group (“the Group”) financial statements (the “financial statements”):
• give a true and fair view of the state of the Group’s affairs as at 31st December 2021 and of its profit and cash flows for the
year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB); and
• have been prepared in accordance with the requirements of the Companies Act 1981 (Bermuda).
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated Balance
Sheet as at 31st December 2021; the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive
Income, the Consolidated Cash Flow Statement, and the Consolidated Statement of Changes in Equity for the year then
ended; and the notes to the financial statements, which include a description of the significant accounting policies
(“thePrincipal Accounting Policies”).
Certain required disclosures have been presented in the Corporate Governance section, rather than in the Notes to the
financial statements. These disclosures are cross-referenced from the financial statements and are identified as audited.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Ourresponsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the 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 remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the Financial Reporting Council’s (“FRC’s”) Ethical Standard as applicable to
listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Materiality
• Overall Group materiality: US$290 million (2020: US$314 million), based on 0.5% of the net assets of the Group.
(2020:based on 0.5% of the net assets of the Group).
• Specific Group materiality, applied to balances and transactions not related to investment properties: US$190 million
(2020: US$207 million), based on 5% of a three-year average of consolidated underlying profit before tax of the Group
(2020: based on 5% of a three-year average of consolidated underlying profit before tax of the Group’s largest
subsidiary, Jardine Strategic Holdings Limited).
Audit scope
• A full scope audit was performed on five entities – Jardine Cycle & Carriage Limited (which includes PT Astra
International Tbk), Hongkong Land Holdings Limited, Dairy Farm International Holdings Limited, Mandarin Oriental
International Limited and Jardine Motors Group UK Limited (“Motors UK”).
• We performed targeted specified procedures over certain balances within Zung Fu China and Zung Fu Hong Kong.
• These entities, together with procedures performed on central functions and at the Group level, accounted for 95% of
the Group’s revenue, 88% of the Group’s profit before tax, and 87% of the Group’s underlying profit before tax.
Key audit matters
• Valuation of investment properties;
• Carrying value of certain investments in associates and joint ventures; and
• Provisioning for consumer financing debtors.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
Capability of the audit in detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined in the Auditors’ responsibilities for the audit of the financial statements section, to detect
material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws
and regulations related to, but were not limited to, the Companies Act 1981 (Bermuda), the Listing Rules, tax regulations,
employment regulations, health and safety regulation and equivalent local laws and regulations applicable to significant
reporting component teams, and we considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the
financial statements such as the Companies Act 1981 (Bermuda).
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal
entries and management bias in accounting estimates and judgements. Audit procedures performed by the Group
engagement team and/or component auditors included:
• Gaining an understanding of the legal and regulatory framework applicable to the Group and the industries in which its
businesses operate, and considering the risk of any acts by the Group which may be contrary to applicable laws and
regulations, including fraud;
• Discussions with management and internal audit, including consideration of known or suspected instances of
non-compliance with laws and regulation and fraud;
• Understanding the results of whistleblowing procedures and related investigations. We focused on known and suspected
instances of non-compliance with laws and regulations that could give rise to a material misstatement in the Group and
company financial statements, including, but were not limited to, the Companies Act 1981 (Bermuda), the Listing Rules,
tax legislation, employment regulations, health and safety regulation and equivalent local laws and regulations applicable
to significant reporting component teams;
• Review of reporting component auditors’ work, including any matters reported by component auditors’ relating to
non-compliance with laws and regulations or fraud;
• Challenging assumptions and judgements made by management in their significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. In particular, in relation to the valuation
of investment properties, the impairment assessments related to the carrying value of certain investments in associates
and joint ventures and provisions for consumer financing debtors (see related key audit matters below);
• We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits we also
addressed the risk of management override of internal controls, including testing journals, and evaluated whether there
was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The Impact of COVID-19, which was a key audit matter last year, is no longer included because the impact, where relevant,
isnow included within the other individual key audit matters as appropriate. Otherwise, the key audit matters below are
consistent with last year.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
Key audit matter How our audit addressed the key audit matter
Valuation of investment properties
Refer to note 43 (Critical Accounting
Estimates and Judgements) and note 13
(Investment Properties) to the financial
statements.
The fair value of the Group’s investment
properties amounted to US$32,847
million at 31st December 2021, with a
revaluation loss of US$1,410 million
recognised as a non-trading item in the
Consolidated Profit and Loss account
for the year. The Group’s 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 returns
and the expected future rentals for that
particular property.
The valuations were carried out by third
party valuers (the ‘valuers’). There is
inherent estimation uncertainty in
determining a property’s valuation as
the valuers make assumptions,
judgements and estimates in key areas.
Valuations are principally derived
using the income capitalisation
method. Judgements are made in
respect of capitalisation rates and
market rents. There are also wider
challenges currently facing the real
estate sector as a result of the ongoing
impact of COVID-19, which further
contributed to the estimation
uncertainty as at 31st December 2021.
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, considering 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.
Our work focused on the highest value properties in the portfolio, in particular the
buildings located in Central, and the commercial property under development,
inHong Kong.
We read the valuation reports covering the majority of the Group’s investment
property portfolio to consider whether the valuation methodology used was
appropriate for each property and suitable for use in determining the carrying
value. We performed testing, on a sample basis, of the input data used in the
valuation process to satisfy ourselves of the accuracy of the property information
supplied to the valuers by management, for example agreeing of lease terms to
tenancy agreements and other supporting documents.
We understood and assessed the Group’s controls over data used in the valuation
of the investment property portfolio and management’s review of the valuations.
The audit team, including our valuation specialists, attended meetings with the
valuers at which the valuations, key assumptions 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 year-on-year
movements in capital values with reference to publicly available information and
rentals with reference to prevailing market rents. We evaluated whether the
assumptions used were appropriate in light of the evidence provided by relevant
transactions during the year.
With the support of our internal valuation experts, we also questioned the
external valuers as to the extent to which recent market transactions and expected
rental values which they made use of in deriving their valuations took into
account the impact of climate change and related ESG considerations.
Weconfirmed that the assumptions supporting the valuation of investment
properties included consideration of the ongoing impact of COVID-19.
Overall, we concluded that the assumptions used in the valuations were
appropriate.
We also assessed the adequacy of the disclosures related to the valuation of
investment properties in the context of IFRS disclosure requirements and were
satisfied that appropriate disclosure has been made.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
Key audit matter How our audit addressed the key audit matter
Carrying value of certain investments
in associates and joint ventures
Refer to note 43 (Critical Accounting
Estimates and Judgements) and note 15
(Associates and Joint Ventures) to the
financial statements.
As at 31st December 2021, investments
in associates and joint ventures totalled
US$17,980 million.
Management undertook impairment
assessments as required by accounting
standards.
We focused in particular on the Group’s
investment in Siam City Cement Public
Company Limited (‘SCCC’) and
Robinsons Retail Holdings Inc (‘RRHI’).
There is inherent estimation uncertainty
in determining the recoverable amount
of the carrying value of the investments
as significant judgements are required
by management in preparing their
value in use models, particularly
management’s view on key internal
inputs and external market conditions
which impact future cash flows,
thediscount rates and long-term
growthrates.
We focused on the carrying value of
investments in associates and joint
ventures due to the significant
judgements and estimates involved to
determine whether the carrying values
of the investments are supportable.
Based on management’s assessment,
the recoverable amounts of SCCC and
RRHI determined using value-in-use
models support the carrying value of
the investments.
We 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 have understood and reviewed management’s impairment
assessment process, including the identification of indicators of impairment and
appropriateness of the valuation models used, including the assessment of the
future impact of COVID-19. Where we identified a heightened risk of impairment
we performed the following procedures.
With the support of our valuation specialists, we benchmarked and challenged
key assumptions in management’s valuation models used to determine the
recoverable amounts against market data. This included whether assumptions of
the projected cash flows of the businesses, long term growth rates and discount
rates were appropriate for the investments under review, using our knowledge
and experience.
We tested the discounted cash flow models used in the assessments, checked the
accuracy of the calculations, compared historical budgeted performance with
actual results and agreed the financial information used with the detailed
management approved budgets to assess the reasonableness of the cash flows
used in the models.
Our challenge focused particularly on the discount rates and long-term growth
rates used. We compared the discount rates used with the range of typical
discount rates used in similar businesses and considered whether management
had incorporated all relevant macro-economic and country-specific factors, as
well as those specific to those investments, in determining its discount rates.
For the growth rates we compared each rate used with the range of growth rates
used by similar businesses, considering whether management had considered
macro-economic and country-specific factors specific to the relevant businesses
including the future impact of COVID-19. We also tested management’s historical
estimation accuracy by comparing previous projected growth rates against the
actual growth achieved. Where differences were identified we understood
management’s rationale and the evidence, such as actual recent performance,
tosupport management’s estimates.
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.
Overall, we found that the judgements and estimates made by management to
determine the discount rates, long-term growth rates and the cash flows used in
the valuation models were reasonable.
We assessed the adequacy of the disclosures related to the carrying value of
investments in associates and joint ventures in the context of IFRS disclosure
requirements and agreed disclosures in the financial statements to the models
tested and the assumptions applied in those models. We are satisfied that
appropriate disclosure has been made.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
Key audit matter How our audit addressed the key audit matter
Provisioning for consumer
financingdebtors
Refer to note 40 (Principal Accounting
Policies) and note 17 (Debtors) to the
financial statements.
As at 31st December 2021, consumer
financing debtors of the Group
amounted to US$4,257 million, held
primarily in PT Astra Sedaya Finance
(‘ASF’) and PT Federal International
Finance (‘FIF’), subsidiaries of
theGroup.
Assessing the provisions for
impairment of consumer financing
debtors requires management to make
complex and subjective judgements
over both the timing of recognition and
the estimation of any impairment
required.
Provisions for impairment are
calculated on a collective basis using
models driven by a number of
observable inputs and management
assumptions. Assumptions and
parameters used in the calculations are
based on historical data and current
customer credit data, and include the
delinquency status of the borrowers.
The historical loss rates are then
adjusted to reflect current and
forward-looking information on
macro-economic factors affecting the
settlement of the amounts due from
consumer financing debtors. There is
an inherent degree of uncertainty in
determining the expected future losses
including the impact of restructuring
during the year.
We focused on the provisioning for
consumer financing debtors due to the
complex and subjective judgements
involved in determining any
impairment provisions required.
We understood management’s controls and processes for determining the
provisions for consumer financing debtors and assessed the inherent risk of
material misstatement by considering the degree of estimation uncertainty and
the complexity of management’s models and judgement involved in determining
the assumptions applied.
We tested the design and operation of key controls over the credit reviews and
approval processes that management has in place on the granting of loans. In
addition, for consumer financing debtors’ data and impairment calculations, we:
• understood the identification of impairment events and how management
identify all such events;
• assessed the classification of loans that were impaired; and
• tested the calculation of the impairment provisions on loans.
We adopted a combination of tests of controls and tests of detail for our audit of
provisions for impairment of consumer financing debtors to obtain sufficient audit
evidence. In addition to tests of controls, we understood management’s basis for
determining whether a loan is impaired and assessed the reasonableness of that
basis through discussions with management, our understanding of the Group’s
lending portfolios and our broader industry knowledge.
We assessed the models used and the assumptions applied by management,
such as the basis on which the probability of default is calculated and estimated
losses in the event of default, and how these compared with historical data
adjusting for current market conditions and trends. We challenged whether
historical experience was representative of current circumstances and of recent
losses incurred in the portfolios. We re-performed provision calculations
independently and understood any significant differences identified.
We tested the completeness and accuracy of the consumer financing debtors’
data from underlying systems that is used in the calculations and models used to
determine the impairment provisions.
In considering the appropriateness of provisions, we assessed whether consumer
financing debtors in higher risk segments had been appropriately considered and
captured in the impairment assessment by challenging management on their key
areas of judgement, including the segmentation of the portfolio of consumer
financing debtors, the period of historical loss data used, identification of the
most relevant macro-economic factors affecting the settlement of the amounts
due from consumer financing debtors, and estimated market value for collateral
held based on our understanding of the counterparties and current market
conditions.
Management’s assumptions are supported by available industry data, historical
data and actual loss rate data. We verified that the assumptions used within
management’s expected credit loss models continue to consider the impact of
COVID-19 when incorporating expected future losses.
We found that the assumptions and the data used in calculating provisions for
impairment were supportable based on available evidence.
We assessed the adequacy of the disclosures related to provisions for consumer
financing debtors in the context of IFRS disclosure requirements. We are satisfied
that appropriate disclosure has been made.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
How we tailored the audit scope
Jardine Matheson Holdings Limited is a holding company of a diversified group of businesses, some of which are
separatelylisted.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the
industries in which it operates.
The Group’s accounting processes are based upon the finance function in each main business. Each business is responsible
for its own accounting records and controls and which report to a group finance function for that business. Each of the
Group’s listed subsidiaries have, in addition to their own group finance functions, corporate governance structures and
public reporting requirements. These businesses report financial information to the Group’s finance function in Hong Kong
to enable the preparation of the Group consolidated financial statements.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by
members of the Group engagement team or by component auditors from member firms within the PwC Network operating
under our instruction. Where the work was performed by component auditors, we determined the level of involvement
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 financial statements as a whole. The Group engagement team
was involved in the significant reporting entities in scope for Group reporting during the audit cycle. In light of the continued
restrictions on travel as a response to COVID-19, the lead Group audit partner and other senior team members were involved
throughout the year through the regular use of video conference calls and other forms of communication to direct and
oversee the audit, including the remote review of the work of component teams.
For five entities – Jardine Cycle & Carriage Limited (which includes PT Astra International Tbk), Hongkong Land Holdings
Limited, Dairy Farm International Holdings Limited, Mandarin Oriental International Limited and Jardine Motors Group UK
Limited (“Motors UK”) – a full scope audit of the complete financial information was performed. The audit opinion for Dairy
Farm International Holdings Limited contains a qualification for limitation of scope as it was not possible for an audit to be
conducted over the results of Yonghui Superstores Co., Ltd, a significant associate of Dairy Farm International Holdings
Limited. Such a qualification is not required to these financial statements given the significantly higher level of materiality.
We also performed targeted specified procedures over certain balances within Zung Fu China and Zung Fu Hong Kong. These
entities, together with procedures performed on central functions and at the Group level (on the consolidation and other
areas of significant judgement), accounted for 95% of the Group’s revenue, 88% of the Group’s profit before tax, and 87% of
the Group’s underlying profit before tax. This gave us the evidence we needed for our opinion on the financial statements as
a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall Group materiality
US$290 million (2020: US$314 million)
How we determined it
0.5% of the net assets of the Group. (2020: 0.5% of the net assets of the Group).
Rationale for benchmark applied
Net assets is a primary measure used by the shareholders in assessing the
performance of the Group, together with the consolidated profit before tax and
consolidated underlying profit before tax, which we have used as the basis for our
specific materiality as detailed below.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
We set a specific materiality level of US$190 million (2020: US$207 million), which was applied to balances and transactions
not related to investment properties. This was based upon 5% of the Group’s consolidated three-year average underlying
profit before tax, considering the Group’s consolidated underlying profit before tax for the years ended 31st December 2019,
31stDecember 2020 and 31st December 2021 (2020: based upon 5% of the Group’s largest subsidiary, Jardine Strategic
Holdings Limited’s consolidated three-year average underlying profit before tax, considering Jardine Strategic Holdings
Limited’s consolidated underlying profit before tax for the years ended 31st December 2018, 31st December 2019 and
31stDecember 2020). Inarriving at this judgement, we had regard to the fact that underlying profit is an important financial
indicator 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.
The range of overall materiality allocated across components was US$4 million to US$259 million. The range of specific
materiality allocated across components was US$4 million to US$90 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2020: 75%) of specific materiality, amounting
to $142 million (2020: US$155 million) for the Group financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount in the middle of our
normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
US$9million (2020: US$10 million), other than classifications within the Consolidated Profit and Loss Account or
Consolidated Balance Sheet, which were only reported above US$58 million (2020: US$314 million). We also reported
misstatements below this amount that in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting
included:
• Evaluating the inherent risks to the Group’s and its businesses’ business models and analysed how those risks might
affect the Group’s financial resources or ability to continue operations over the going concern period;
• Assessing management’s base case and severe but plausible downside scenario models supporting the Board’s going
concern assessment, evaluating the process by which the assessments have been drawn up, ensuring that the
calculations in the model were mathematically accurate and that the overall methodology used was appropriate;
• Considering sensitivities over the level of available financial resources indicated by the Group’s financial forecasts taking
account of reasonably possible, but not unrealistic, adverse effects that could arise from adverse trading conditions as a
result of COVID-19 and impact the Group’s liquidity position over the going concern period;
• Evaluating the committed financing facilities currently available to the Group and ensuring that the models appropriately
included all contractual debt repayments and committed capital expenditures; and
• Agreeing the cash on hand and available facilities included in the going concern assessment to our year end audit work.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
As not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s ability to
continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. 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
based on these responsibilities.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Responsibility Statement and the Corporate Governance section, the directors are responsible
for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they
give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ 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 (UK) 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 financial statements.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
Inother cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample
isselected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Jardine Matheson Annual Report 2021
Independent Auditors’ Report
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.
Partner responsible for the audit
The engagement partner on the audit resulting in this independent auditors’ report is John Waters.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report
provides no assurance over whether the annual financial report will be prepared using the single electronic format specified
in the ESEF RTS.
PricewaterhouseCoopers LLP
Chartered Accountants
London
3rd March 2022
Jardine Matheson Annual Report 2021
Five Year Summary
Profit and Loss*
US$m US$m US$m US$m US$m
Revenue , , , , ,
Profit/(loss) attributable to
shareholders , () , , ,
Underlying profit attributable to
shareholders , , , , ,
Earnings/(loss) per share (US$) . (.) . . .
Underlying earnings per share (US$) . . . . .
Dividends per share (US$) . . . . .
Balance Sheet*
US$m US$m US$m US$m US$m
Total assets excluding
right-of-use assets , , , , ,
Right-of-use assets , , , , –
Total assets , , , , ,
Total liabilities excluding
total lease liabilities (,) (,) (,) (,) (,)
Total lease liabilities (,) (,) (,) (,) –
Total liabilities (,) (,) (,) (,) (,)
Total equity , , , , ,
Shareholders’ funds , , , , ,
Net borrowings (excluding net
borrowings of financial services
companies) , , , , ,
Net asset value per share (US$) . . . . .
Cash Flow*
US$m US$m US$m US$m US$m
Cash flows from operating activities , , , , ,
Cash flows from investing activities (,) () (,) (,)
Net cash flow before financing , , ,
Net cash flow after principal elements
of lease payments , , , ()
Cash flow per share from operating
activities (US$) . . . . .
* Figures in 2018 have been restated due to changes in accounting policies upon adoption of IFRS 16 ‘Leases’. Figures in 2017 have been restated due
to changes in accounting policies upon adoption of IFRS9 ‘Financial Instruments’ and IFRS15 ‘Revenue from Contracts with Customers’.
Jardine Matheson Annual Report 2021
Responsibility Statement
The Directors of the Company confirm to the best of their knowledge that:
(a) the consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards, including International Accounting Standards and Interpretations adopted by the International Accounting
Standards Board; and
(b) the sections of this Report, including the Chairman’s Statement and Group Managing Director’s Review and the Principal
Risks and Uncertainties, which constitute the management report, include a fair review of all information required to be
disclosed by the Disclosure Guidance and Transparency Rules 4.1.8 to 4.1.11 issued by the Financial Conduct Authority of the
UnitedKingdom.
For and on behalf of the Board
John Witt
Graham Baker
Directors
3rd March 2022
Jardine Matheson Annual Report 2021
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
Y.K. Pang, Deputy Chairman
Graham Baker
David Hsu
Anne O’Riordan
Jeremy Parr*
Group Corporate Secretary
Jonathan Lloyd
Matheson & Co., Ltd
3 Lombard Street
London EC3V 9AQ
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
Y.K. Pang
Jardine Motors Group Ltd
25th Floor, Devon House
Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Telephone
Email
(852) 2579 2888
jmg@jardines.com
Hongkong Land Ltd
8th Floor
One Exchange Square
Central
Hong Kong
Telephone
Email
Website
(852) 2842 8428
gpobox@hkland.com
www.hkland.com
Robert Wong
Dairy Farm Management Services Ltd
11th 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
Ian McLeod
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
James Riley
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
*Jeremy Parr will be retiring from the Board on 31st March 2022.
Jardine Matheson Annual Report 2021
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
David Hsu
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 Ltd
(Representative Office)
Avenida Olimpica n°s 522-568
Va Nam Bloco 1 (Edf. lnd. Va Nam)
1 Andar Units A and H
Taipa, Macau
Telephone (853) 2857 6191
David Hsu
Malaysia
Jardine Matheson Management Services
(Malaysia) Sdn Bhd
Mezzanine Floor
Giant Hypermarket Shah Alam Stadium
Lot 2, Persiaran Sukan, Seksyen 13
40200 Shah Alam, Selangor Darul Ehsan
Malaysia
Telephone (60 3) 5544 8512
Rossana Annizah Binti Ahmad Rashid
Myanmar
Jardine Matheson Management (SEA) Pte Ltd
No. 1/4 Parami Road, Level 2
Hlaing Township
Yangon
Telephone (95 1) 654 854
Peter Beynon
Netherlands
Jardine Matheson Europe B.V.
Atrium Building
Strawinskylaan 3007
1077 ZX Amsterdam
Telephone (31 20) 470 0258
Pim Bertels
Philippines
Jardine Matheson Ltd
(Representative Office)
c/o Hongkong Land
Room 705 The Taipan Place
F. Ortigas Jr. Road
Ortigas Center
Pasig City 1605
Telephone (63 2) 8681 5164
A.B. Colayco
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
3 Lombard Street
London EC3V 9AQ
Telephone (44 20) 7816 8100
Adam Keswick
Vietnam
Jardine Matheson 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
Alain Cany
Group Offices
Jardine Matheson Annual Report 2021
www.jardines.com