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Regulatory
In accordance with Schedule 19 of the Finance Act 2016, we set out below the tax strategy of Matheson & Co., Limited. ("the Company"). We believe that this strategy constitutes good corporate practice in the area of UK tax management and tax transparency, while balancing the interests of our stakeholders.
Overall Commitment
The Company will comply with its tax obligations which include making all appropriate returns covering all areas of UK taxes and ensuring the correct amounts of UK taxes are made by the due dates.
Working with the HMRC
The Company will maintain an open and transparent relationship with HMRC.
Tax Risk Management
When interpretation of the law is uncertain, the Company will seek to discuss the issue with HMRC at the time or refer to it when tax returns are filed. External advice will also be sought on matters of uncertainty or where there is no relevant specialist knowledge or experience in-house.
The Company operates a risk-based system of controls, processes and training in order to manage tax risks and minimise instances of error. The Company has a low tolerance for tax uncertainty.
Approach to Tax Planning
The Company adopts a prudent and low risk approach in tax planning. It will only utilise tax planning measures and opportunities for obtaining tax efficiencies where these comply with tax legislation, and when such tax planning is aligned with the commercial and economic activities of the Company. The Company will not use artificial structures that are intended for tax avoidance without bona fide business purpose, have no commercial substance or do not meet the generally understood intention of UK or international law.
The Company has a zero-tolerance policy towards tax evasion, any deliberate concealment of taxable income and benefits, or facilitating others in undertaking such activities.
Corporate Governance
The finance director manages the Company's tax function and consults with the tax team of its global parent company. The finance director ensures that the Company adopts the appropriate tax accounting treatment and reporting standards. The Board has ultimate responsibility for the Company's tax policies and ensuring its principles and approach are adhered to.
The Company follows the wider Jardine Group's Group Policy Manual and Code of Conduct to which all employees are required to subscribe and held to the highest standard.
The above document has been approved by the Board of Directors on behalf of the Company and applies for the year to 31 December 2019 and subsequent periods. The Company's tax strategy (which will be reviewed at least annually) will remain in effect until any amendments are approved by the Board of Directors.
December 2025
Matheson & Co Ltd
Website Privacy Policy
We are committed to protecting the privacy, confidentiality and security of the personal information we hold by complying with the requirements of Hong Kong's Personal Data (Privacy) Ordinance and Europe's General Data Protection Regulation. We are equally committed to ensuring that all our employees and agents uphold these obligations.
This privacy notice explains what information we gather about you, what we use that information for, the lawful basis on which that information is used and who we give that information to. It also sets out your rights in relation to your information and who you can contact for more information or queries.
Click on the links below to take you to the more detailed sections of this privacy notice:
- What this privacy notice covers and who it applies to
- What personal information we collect
- How we use personal information about you
- The legal grounds we use for processing personal information
- Who we disclose your personal information to
- How long we keep your personal information
- Protection of your personal information
- Your rights and how to contact us
- Changes to this privacy notice
What this privacy notice covers and who it applies to
We recognise the importance of your personal information and are committed to protecting your privacy and handling your personal information in an open, transparent and secure manner.
This privacy notice sets out how we will collect, handle, store, share and protect information about you when you:
(a) engage with us in relation to employment or experience opportunities at Jardines, including when you apply for a role with Jardines or participate in any assessment programme relating to such a role;
(b) apply for a Jardine Foundation Scholarship;
(c) visit and use our website, including, without limitation, subscribe to our email alerts;
(d) otherwise contact us, whether as part of media or investor communications, as part of our community and stakeholder outreach activities or otherwise.
This privacy notice applies to personal information collected on or through this website by Jardine Matheson Limited and various of its affiliates, including Matheson & Co Limited ("we", or "us", or "our"). When we refer to "our Website" or "this Website" in this privacy notice we mean (i) the specific webpages of Jardines.com that link to this notice, or (ii) any other webpage which explicitly refers to and links to this notice. In this privacy notice, we may refer to information about you as your "personal information". We may also sometimes collectively refer to handling, collecting, protecting and storing your personal information as "processing" such personal information.
We will refer to the activities mentioned in items (a) – (b) above collectively as the "Activities".
What personal information we collect
We typically collect or obtain your personal information because you give it to us (for example, when you engage with us in relation to the Activities or filling in a form on our Website), or because other people give that information to us (for example, recruiters or third party service providers that we use to help operate our business and run our Website), or because it is disclosed on publicly available sources such as business and employment oriented social networking services and job boards.
We also usually collect or obtain personal information from you because we observe or infer that information about you from the way you interact with us or others. For example, in order to improve your experience when you use this Website and ensure that it is functioning effectively, we (or our service providers) generally use cookies (small text files stored in a user's browser) and web beacons which may collect personal information.
The personal information that we collect or obtain typically includes: your name; age; date of birth; gender; picture; identification documents; immigration status; birth certificate; e-mail address (including your business, personal, and/or university e-mail addresses); home address; telephone number; other contact details; country of residence; family circumstances (for example, your marital status when you enter it in in a form on our Website, or it appears in any documentation you provide to us such as your marriage certificate); employment and education details (for example, your resume, scores on any assessments, evaluation records, interview recordings, remuneration details, the organisation you work for, your job title and/or the name of the university you attended, visa or work permit details); financial and tax-related information (for example, your income, assets and tax residency where such information appears in any documentation you provide to us); lifestyle and social circumstances (for example, where we would like to invite you to an event that may be of interest to you); postings on any blogs, forums, wikis and any other social media applications and services that we provide; IP address; browser and device type; language; access times and duration; details of how you like to use our Website; details of how you like to interact with us and other similar information.
If you are a scholarship applicant or recipient of an award by the Jardine Foundation (the "Jardine Scholarship"), we may also collect or obtain: a photograph of you; details of your university and lodging fees (to meet such fees (either in full or in part) while you are a Jardine Scholar); education details (such as the details of your university course and your academic results); lifestyle and social circumstances (such as your extra-curricular activities and community involvement); travel-related information (to reimburse you for certain travel expenses while you are a Jardine Scholar), immigration status (to assist you with the cost of migrating to the UK as part of your Jardine Scholarship) and any other personal information in your application for a Jardine Scholarship.
In some cases, the personal information we collect may also include so called 'sensitive' or 'special categories' of personal information, such as details about your health (like any disabilities that you may have and any accommodations we may need to make for you in the workplace); sexual orientation (for example, if you provide us with details relating to your partner or spouse); ethnicity, race and religious beliefs (for example, for the purpose of equal opportunities monitoring in Jardines); and any criminal convictions you may have (for example, for the purpose of conducting background checks on you). Usually this is because you volunteer this information to us.
The types of personal information and special categories of personal information that we collect will also generally vary depending on the activities for which you engage with us, how you use our Website, and the information you provide to us (such as through a webform or the Jardine Scholarship application). In some rare circumstances, we also gather other special categories of personal information about you because you volunteer that information to us or we are required to gather that information because of legal or regulatory requirements imposed on us. If we are so required to gather sensitive personal information from you, we will indicate to you that the provision of this information is mandatory, and the consequences if we cannot collect this information.
In some cases, we will also collect personal information about you indirectly from third parties such as: (i) recruitment agencies that you use to apply to Jardines such as Randstad and Korn Ferry; (ii) background check providers; (iii) universities and colleges to which you have applied in relation to the Jardines Scholarship Programme (collectively, the "Relevant Colleges"); (iv) third party service providers that help us operate our business and run our Website (such as Investis Digital); and (v) publicly available sources such as business and employment oriented social networking services (such as LinkedIn, Facebook and YouTube) and jobs boards (such as jobsDB).
How we use personal information about you
Use of personal information for the Activities
We will use your personal information in connection with the Activities. In particular, we will use your personal information to:
- undertake recruitment activities, such as determining the suitability of your qualifications, checking for any existing or potential conflicts of interest or any other restrictions which may otherwise restrict or prevent employment with Jardines;
- assist us in obtaining services from or managing external service providers (e.g. recruitment agencies);
- manage our HR records and update our employee database;
- where relevant, manage and make available personal information within the Jardine Matheson Group;
- operate and promote the Jardine Scholarship programme, including:
- provide you with information on the Jardine Foundation activities;
- manage and progress your application to, and participation in, the Jardine Scholarship programme;
- keep the Scholars' Directory up-to-date;
- provide opportunities to you and other Jardine Scholars to further relationships and networking between Jardine Scholars and provide Jardine Scholars with the opportunity to further their academic and professional development;
- to update Relevant Colleges about your application to, and participation in, the Jardine Scholarship programme and in return receive updates from them about your progression at the Relevant Colleges; and
- otherwise correspond and manage our relationship with you.
Use of personal information for other activities that form part of the operation of our business
We generally also use your personal information for the purposes or, in connection with, other activities that form part of the operation of our business. In general, these activities are:
- satisfaction of applicable legal or regulatory requirements;
- responding to requests from, and other communications with, competent public or judicial authorities;
- financial accounting, invoicing and risk analysis purposes;
- prudent operational management (including credit and risk management, insurance, audit, training and similar administrative purposes);
- prudent IT management (including management of our IT resources, infrastructure and business continuity);
- business development purposes;
- obtaining services from our professional advisors, such as lawyers, accountants and consultants;
- considering, and entering into, any transaction involving part or all of the business or assets of the Jardine Matheson Group;
- protecting our rights and those of our customers and clients;
- meeting our corporate and social responsibilities; and
- to otherwise correspond with you, whether as part of media or investor communications (including sending you email alerts), as part of our community and stakeholder outreach activities or otherwise.
Use of personal information collected via our Website
We generally use personal information collected via this Website:
- to manage and improve any services provided via our Website;
- to manage and improve our Website (including drawing up statistics on the usage of our Website);
- to tailor content of our Website to provide you with a more personalised experience and draw your attention to information about products and services that may be of interest to you;
- to manage and respond to any request you submit through our Website; and
- to help us learn more about you, the products and services that you receive, and other products and services that you might be interested in receiving.
The legal grounds we use for processing personal information
We generally use your personal information for the purposes outlined above because: (a) it is necessary for our legitimate interest and does not unduly affect your interests or fundamental rights and freedoms (see below); (b) it is necessary for legal and/or regulatory obligations or requests that we are subject to, such as keeping records for tax purposes or providing information to a public body or law enforcement agency; (c) it is necessary to perform contractual obligations that we owe to you or to take pre-contractual steps at your request; (d) it is necessary for the performance of a tasks carried out in the public interest, such as assisting with diversity in the workplace; or (e) in some cases, we have obtained your prior consent.
Examples of the 'legitimate interests' referred to above are:
- to benefit from cost-effective services (e.g. we may opt to use certain IT platforms offered by service providers);
- to determine whether a candidate or potential candidate's skills and experience are suitable for a role within Jardines, and determine whether or not to make an offer of employment with Jardines;
- at the appropriate stage in the recruitment process (i.e. as part of making an offer of employment to you), to verify the accuracy of information (including remuneration details) you have provided to us as part of your application, including through background screening and recruitment agencies;
- to effectively operate and promote the Jardine Scholarship programme and the Scholars' Directory
- to prevent fraud or criminal activity, misuses of our website as well as the security of our IT systems, architecture and networks and security of Jardines premises;
- to exercise our rights under Articles 16 and 17 of the Charter of Fundamental Rights in the EU, including our freedom to conduct a business and right to property; and
- to meet our corporate and social responsibility objectives.
To the extent that we process any sensitive personal information relating to you for any of the purposes outlined above, we will do so because either: (1) you have given us your explicit consent to process that information; (2) the processing is necessary for reasons of substantial public interest on the basis of applicable law (for example where we are required by law or regulatory requirements to process that information in order to ensure that we meet our anti-money laundering obligations); (3) the processing is necessary to carry out our obligations under employment, social security or social protection law; (4) the processing is necessary for the establishment, exercise or defence of legal claims; or (5) you have made the information manifestly public.
The legal grounds for processing sensitive personal information outlined above at (1) to (5) appear at Articles 9(2)(a), 9(2)(g), 9(2)(b), 9(2)(f) and 9(2)(e) of the EU's General Data Protection Regulation respectively.
Where we are legally required to obtain your explicit consent to provide you with certain marketing materials, we will only provide you with such marketing materials where we have obtained such consent from you.
If you do not want to continue receiving any marketing materials from us, you can click on the unsubscribe function in the communication or e-mail [email protected].
Who we disclose your personal information to
In connection with one or more of the purposes outlined in the "How we use personal information about you" section above, we generally disclose details about you to: other members of the Jardine Matheson Group; professional advisors and third parties that provide services to us (such as IT systems providers, hosting providers such as Investis Digital, payroll providers, IT support providers, consultants (including lawyers and accountants) and public relationship advisers ; competent authorities (including any national and/or international regulatory or enforcement body or courts or other form of tribunal) and in the case of Jardine Scholarship, Relevant Colleges and other Jardine Scholars. Where we disclose detail about you to other members of the Jardine Matheson Group they will either act as another controller under this notice or will only process personal information on behalf and upon request of the controller.
Please note that some of the recipients of your personal information referenced above will be based in countries other than your country of residence whose laws may or may not provide the same level of data protection as your country. These countries typically include Hong Kong, Singapore and the UK. Your personal information may also be disclosed to other jurisdictions where we have business operations, such as the People's Republic of China and other countries in South East Asia including Vietnam, Thailand, Malaysia, and Indonesia.
In such cases, we will ensure that there are adequate safeguards in place to protect your personal information that comply with our legal obligations. If you are an EEA resident, in order to ensure this level of protection for your personal information, we typically use a data transfer agreement with the recipient based on standard contractual clauses approved by the European Commission. A copy of these clauses is available here: https://commission.europa.eu/publications/standard-contractual-clauses-international-transfers_en.
Further details of the transfers of your personal information outside of your country of residence and the adequate safeguards used by the Jardine Matheson Group in respect of such transfers (including copies of relevant agreements) are available from us by contacting [email protected]. You can also use this e-mail address to request further information about the entities that comprise the Jardine Matheson Group and the countries in which they operate.
How long we keep your personal information
We will hold your personal information on our systems for as long as is necessary to fulfil the purpose for which it was collected or to comply with legal, regulatory or internal policy requirements. In general, although there may be some limited exceptions:
(a) information relating to unsuccessful candidates is kept for up to twelve months after the date on which the post applied for is filled;
(b) information relating to potential candidates for roles within Jardines is kept for up to six months from the date of our last communication with such candidates;
(c) information relating to successful candidates is dealt with by our employee privacy notice that will be provided to you upon joining Jardines;
(d) information relating to unsuccessful applicants to the Jardine Scholarship programme is kept for two years following their application;
(e) information relating to past Scholars is deleted from the Scholars' Directory within one month following an indication received from the Scholars that they do not want their details included on the Scholars' Directory (after which such details will be archived);
(f) cookies relating to our website (subject to your preferences) will be kept for up to 24 months, after which it will be archived for a further seven years before it is permanently removed from our systems; or
(g) information about your correspondence with us, including through online forms or email correspondence, is kept for seven years, after which it will be archived for a further seven years before it is permanently removed from our systems.
Protection of your personal information
We use a range of physical, electronic and managerial measures to ensure that we keep your personal information secure, accurate and up to date. These measures include:
- education and training to relevant staff to ensure they are aware of our privacy obligations when handling personal information;
- administrative and technical controls to restrict access to personal information on a 'need to know' basis;
- technological security measures, including fire walls, encryption and anti-virus software; and
- physical security measures, such as staff security passes to access our premises.
Although we use appropriate security measures once we have received your personal information, the transmission of data over the internet (including by e-mail) is never completely secure. We endeavour to protect personal information, but we cannot guarantee the security of data transmitted to us or by us.
Your rights and how to contact us
You have various rights in relation to your personal information. In particular, you have a right to:
- object to the processing or your personal information;
- request a copy of personal information we hold about you;
- ask that we update the personal information we hold about you, or correct such personal information that you think is incorrect or incomplete;
- ask that we delete personal information that we hold about you, or restrict the way in which we use such personal information; and
- withdraw consent to our processing of your personal information (to the extent such processing is based on consent).
To exercise any of your rights, or if you have any other questions about our use of your personal information, please e-mail us at [email protected]. You may also use these contact details if you wish to make a complaint to us relating to your privacy.
If you are unhappy with the way we handled your personal information or any privacy query or request you have raised with us, you also have a right to complain to a data protection regulator in the place where you live or work, or in the place where you think an issue in relation to your personal information has arisen. A list of national data protection regulators in the European Union can be found here: http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm.
Changes to this privacy notice
This notice was last updated on 31st May 2018.
It may be subject to amendments. Any future changes or additions to the processing of personal information as described in this notice affecting you will be communicated to you through an appropriate channel, depending on how we normally communicate with you.
Matheson Group Pension Plan
(June 2024)
Introduction
1. This document is the Statement of Investment Principles (the "SIP") made by the Trustees of the Matheson Group Pension Plan (the "Plan") in accordance with the requirements of Section 35 of the Pensions Act 1995 (as amended by the Pensions Act 2004 and regulations made under it). The Plan is a defined benefit (DB) plan which is closed to future accrual since 2009.
2. The Trustees will review this SIP at least every three years to coincide with the triennial Actuarial Valuation or other actuarial advice relating to the statutory funding requirements. Furthermore, the Trustees will review this SIP without delay after any significant change in investment policy. Before finalising this SIP, the Trustees took advice from a suitably qualified firm and consulted Matheson & Co Ltd (the "Company"). The ultimate power and responsibility for deciding investment policy, however, lies solely with the Trustees.
Investment objectives
3. The Trustees have the following investment objectives:
- The acquisition of suitable assets of appropriate liquidity which will generate an overall level of return, together with any future contributions from the Company, that is sufficient to meet the liabilities as and when they fall due, and to ensure the security, quality and profitability of the portfolio as a whole;
- To limit the risk of the assets failing to meet the liabilities, both over the long-term and on a shorter-term basis; and
- To minimise the long-term costs of the Plan by maximising the return on the assets whilst having regard to the objective shown under the points above.
4. While this is articulated as an agreed objective for the Plan to be fully funded on the Technical Provisions basis, the Trustee's ultimate goal is to be fully funded on a more prudent low-risk liability measure and subsequently on a solvency basis.
Investment strategy
5.The Trustees have agreed a long-term investment strategy that targets an expected return of Gilts +1.5% pa. Based on analysis as at 30 April June 2024, this level of return was expected to achieve full-funding on a low-risk liability measure (i.e., liability cashflows discounted at Gilts +0.5% pa) by 2026.
6. The Trustees have determined their investment strategy after considering the Plan's liability profile and requirements of the current Statutory Funding Objective, their own appetite for risk, the views of the Company on investment strategy, the Company's appetite for risk, and the strength of the Company's covenant as well as reflecting the Trustees' desire to diversify risk exposures and to manage their investments effectively. The Trustees received advice to determine the investment strategy for the Plan.
7. The investment strategy makes use of three key types of investments:
- a range of low-risk instruments that provide a broad match to changes in liability values and cashflows to pay pensions (including high quality corporate bonds and bulk annuity policies as appropriate);
- a portfolio of secure income assets; and
- a diversified portfolio of return-seeking assets (including equities, listed real assets, diversifying strategies, hedge funds, private markets, alternative credit and downside protection).
8. The Trustees have appointed an investment manager to manage the Plan's assets on a discretionary basis and to provide investment advisory services to the Trustees (the "Fiduciary Manager"). The balance within and between these investments will be determined from time to-time at the discretion of the Fiduciary Manager, with the objective of maximising the probability of achieving the Plan's investment strategy set by the Trustees, subject to maintaining risk within a limit agreed by the Trustees. The Fiduciary Manager's discretion is subject to guidelines set by the Trustees in the Fiduciary Management Agreement between the parties as amended from time to time (the "FMA"). In exercising investment discretion, the Fiduciary Manager is required to act in accordance with its obligations in the FMA, including the guidelines and any investment restrictions set out therein, and in so doing is expected to give effect so far as reasonably practicable to the principles contained in this SIP. This ensures appropriate incentivisation and alignment of decision-making with the Trustees' overall objectives, strategy and policies.
9. The implied initial Gilts +1.5% pa target portfolio to be managed by the Fiduciary Manager is set out below:
|
Asset Class |
Initial Target |
| Liability Matching | 67%* |
| Secure Income | 11% |
| Diversified Return Seeking | 22% |
*The liability matching allocation uses leverage to deliver a target liability hedge ratio of 96% (as a percentage of assets). The Fiduciary Manager is required under its guidelines to maintain this ratio between 80% and 100%.
10. The Trustees may also consider opportunities to purchase bulk annuity policies as appropriate within the context of the Plan's investment strategy. Any bulk annuity policies fall outside the remit of the Fiduciary Manager's discretion.
11. The Plan will hold assets in cash and other money market instruments from time to time as may be deemed appropriate.
12. The Trustees will monitor the liability profile of the Plan and will regularly review, in conjunction with the Fiduciary Manager and the Scheme Actuary, the appropriateness of its investment strategy.
13. The expected return of all the Plan's investments will be monitored regularly and will be directly related to the Plan's investment objective.
14. The Trustees' policy is that there will be sufficient investments in liquid or readily realisable assets to meet cash flow requirements in foreseeable circumstances so that the realisation of assets will not disrupt the allocation of the Plan's overall investments, where possible. The Trustees have set explicit liquidity provisions in the Fiduciary Manager's guidelines as follows:
|
Time Frame |
% of total plan assets |
| % realisable within 2 weeks | Minimum 55 |
|
% realisable within 1 month |
Minimum 55 |
| % realisable within 1 year | Minimum 80 |
Investment managers
15. The Trustees have delegated investment selection, de-selection and the ongoing management of relationships with investment managers to the Fiduciary Manager within guidelines set by the Trustees in the FMA. Investments are made by the Fiduciary Manager on behalf of and in the name of the Trustees.
16. The Trustees consider the Fiduciary Manager's performance in carrying out these responsibilities as part of its ongoing oversight of the Fiduciary Manager. The Trustees expect the Fiduciary Manager to ensure that the Plan's investment portfolio, in aggregate, is consistent with the policies set out in this SIP, in particular those required under regulation 2(3)(b) of the Occupational Pension Schemes (Investment) Regulations (2005). The Trustees expects the Fiduciary Manager to check that the investment objectives and guidelines of any pooled vehicle are consistent with the Trustees' policies contained in the SIP.
17. WTW has been appointed as Fiduciary Manager since 2022. In accordance with the Financial Services and Markets Act 2000, the selection of specific investments will be delegated to investment managers. The investment managers will provide the skill and expertise necessary to manage the investments of the Plan competently. The duration of the arrangements with investment managers will be determined on an individual basis considering the nature of the relevant investment mandate. In most cases, managers are appointed with the expectation of a long-term relationship but with an ability to terminate where considered appropriate. However, there may be occasions when managers are put in place for a short period or a fixed period, depending on the nature of the investment strategy.
18. The Trustees and Fiduciary Manager are not involved in the investment manager's day-to-day method of operation and do not directly seek to influence attainment of their performance targets. However, the Fiduciary Manager may provide investment recommendations to the investment managers of certain pooled funds appointed where it considers it appropriate. The Fiduciary Manager will maintain processes to ensure that performance and risk are assessed on a regular basis against measurable objectives for each investment manager, consistent with the achievement of the Plan's long term objectives.
19. The Trustees expect the Fiduciary Manager to select investment managers with an expectation of a long-term partnership with the Trustees. which encourages active ownership of the Plan's assets. When assessing an investment manager's performance, the Trustees expect the Fiduciary Manager to focus on longer-term outcomes, commensurate with the Trustees' position as a long term investor. Consistent with this view, the Trustees do not expect that the Fiduciary Manager would terminate an investment based purely on short-term performance but recognises that an investment may be terminated within a short timeframe due to other factors such as a significant change in the relevant manager's business structure or investment team. The Trustees adopt the same long term focus as part of its ongoing oversight of the Fiduciary Manager.
20. For most of the Plan's investments, the Trustees expect the Fiduciary Manager to select investment managers with a medium to long time horizon, consistent with that of the Plan. In particular areas such as equity and credit, the Trustees expect the Fiduciary Manager to work with investment managers who will use their engagement activity to drive improved performance over medium to long term periods within the wider context of long-term sustainable investment. The Trustees note that the Fiduciary Manager may invest in certain strategies where such engagement is not deemed appropriate or possible, due to the nature of the strategy and/or the investment time horizon underlying decision making. The Trustees expect that the appropriateness of the Plan's allocation to such mandates is determined in the context of the Plan's overall objectives.
21. The Trustees recognise that an investment's long-term financial success is influenced by a range of financially material factors including environmental, social and governance ("ESG") issues.
22. Consequently, the Trustees (through the selection of the Fiduciary Manager with its approach to ESG issues as set out in the relevant paragraphs below) seek to be an active long-term investor. The Trustees' focus is explicitly on financially material factors. The Trustees· policy at this time is not to take into account non-financial matters in the selection, retention, and realisation of investments.
23. When considering their policy in relation to stewardship including engagement and voting, the Trustees expect investment managers to address broad ESG considerations taking into account the nature of the assets held under the relevant investment mandate, but has Identified climate and human and labour rights as key areas of focus for the Trustees. The Trustees assess that ESG risks, and in particular climate change, pose a financial risk to the Plan and that focussing on these issues is ultimately consistent with the Trustees' fiduciary duties and the financial security of their members. Whilst the Trustees' policy is to delegate several stewardship activities to the Fiduciary Manager and their investment managers, the Trustees recognise that the responsibility for these activities remains with the Trustees. The Trustees incorporate an assessment of how well the Fiduciary Manager and investment managers exercise these responsibilities as part of their overall assessment of their performance.
24. The Fiduciary Manager has a dedicated sustainable investment resource and a network of subject matter experts. The consideration of ESG issues is fully embedded in the investment manager selection and portfollo management process, with oversight undertaken on a periodic basis. The Trustees expect the Fiduciary Manager to assess the alignment of each investment manager's approach to sustainable investment (including engagement) with its own before making an investment on the Plan's behalf. The Trustees expect the Fiduciary Manager to engage with the Plan's investment managers where the Fiduciary Manager considers this appropriate regarding their approach to stewardship with respect to relevant matters including capital structure of investee companies, actual and potential conflicts, other stakeholders and ESG impact of underlying holdings. In addition, the Trustees expect the Fiduciary Manager to review the investment managers' approach to sustainable investment (including engagement) on a periodic basis and engage with the investment managers to encourage further alignment as appropriate.
25. The Fiduciary Manager considers a range of sustainable investment factors, such as, but not limited to, those arising from ESG considerations, including climate change, in the context of a broader risk management framework. The degree to which these factors are relevant to any given strategy is a function of time horizon, investment style, philosophy and particular exposures which the Fiduciary Manager takes into account in the assessment.
26. The Fiduciary Manager encourages and expects the Plan's investment managers to sign up to local or other applicable stewardship codes, in keeping with good practice, subject to the extent of materiality for certain asset classes. The Fiduciary Manager itself is a signatory to the Principles for Responsible Investment and the UK Stewardship Code and is actively involved in external collaborations and initiatives.
27. The Trustees' policy is to delegate responsibility for the exercising of rights (including voting rights) attaching to the Plan's investments to their investment managers. The Fiduciary Manager assesses the voting policies of the investment managers that it appoints on the Trustees' behalf, for consistency with the Trustees' policies and objectives, as appropriate. The Fiduciary Manager has also appointed EOS at Federated Hermes to undertake public policy engagement and company-level engagement on its behalf. EOS at Federated Hermes also assists the Trustees' equity managers with voting recommendations.
28. The Trustees expect the Fiduciary Manager to consider the fee structures of investment managers and the alignment of interests created by these fee structures as part of its investment decision making process, both at the initial selection of an investment manager and on an ongoing basis. Investment managers are generally paid an ad valorem fee, in line with normal market practice, for a given scope of services which includes consideration of long-term factors and engagement. The Trustees expect the Fiduciary Manager to review and report on the costs incurred in managing the Plan's assets regularly, which includes the costs associated with portfolio turnover. In assessing the appropriateness of the portfolio turnover costs at an individual investment manager level, the Trustees expects the Fiduciary Manager to have regard to the actual portfolio turnover and how this compares with the expected turnover range for that mandate.
Other matters
29. The Plan is a Registered Pension Scheme for the purposes of the Finance Act 2004.
30. The Trustees may hold insurance policies or other assets that are earmarked for the benefit of certain members, for instance immediate annuity policies purchased to match all or part of the Plan liabilities, or benefits secured by Additional Voluntary Contributions, Individual Transfers in or Special Payments.
31. The Trustees recognise a number of risks involved in the investment of the Plan's assets, and, where applicable, monitors these risks in conjunction with the Fiduciary Manager.
Deficit risk
- is measured through a qualitative and quantitative assessment of the expected development of the liabilities relative to the current and alternative investment policies
- is managed through assessing the progress of the actual growth of the liabilities relative to the selected investment policy.
Solvency risk and mismatch risk:
- are measured through a qualitative and quantitative assessment of the expected development of the Plan's funding level.
- are managed through the development of a portfolio consistent with delivering the Plan's investment objective.
Investment Manager risk:
- is measured by the expected deviation of the return relative to the benchmark set.
- is managed by considering when to employ active versus passive management given prospective net of fees returns, consideration of the appropriate amount of the Plan's assets to allocate to any active portfolios and by monitoring the actual deviation of returns relative to the benchmark and factors supporting the investment managers' investment process.
Liquidity risk:
- is measured by the level of cash flow required by the Plan over a specified period.
- is managed by the Plan's administrators assessing the level of cash held in order to limit the impact of the cash flow requirements on the investment policy and through holding assets of appropriate liquidity.
Credit risk:
- this is the risk associated with the inability of a borrower to repay, in full or part the monies which it owes to a creditor.
- the Plan invests in pooled investment vehicles and is therefore directly exposed to credit risk in relation to the instruments it holds in the pooled investment vehicles and is indirectly exposed to credit risks arising on the financial instruments held by the pooled investment vehicles.
- direct credit risk arising from pooled investment vehicles is mitigated by the underlying assets of the pooled arrangements being ring-fences from the investment manager, the regulatory environments in which the investment managers operate and the diversification of investments amongst a number of pooled arrangements.
- indirect credit risk arises in relation to underlying bond investments held in the pooled funds. This risk is mitigated by investing in diversified portfolios.
Currency risk:
- is measured by the level of exposure to non-Sterling denominated assets.
- is managed by the implementation of a currency hedging programme (carried out within some of the pooled investment vehicles) which reduces the impact of exchange rate movements on the Plan's asset value.
Interest rate and inflation risk:
- are measured by comparing the likely movement in the Plan's liabilities and assets due to movements in inflation and interest rates.
- are managed by holding a portfolio of matching assets (physical bonds and/or derivatives via pooled vehicles) that enable the Plan's assets to broadly match movements in the value of the liabilities due to inflation and interest rates. The construction, ongoing monitoring and consideration of risks (such as derivatives risk) of this portfolio is undertaken by the Fiduciary Manager, with oversight by the Trustees.
Political risk:
- is measured by the level of concentration of any one market leading to the risk of an adverse Influence on Investment values arising from political Intervention.
- is managed by regular reviews of the actual investments and through the level of country diversification within the portfolio.
Sponsor risk:
- is measured by the level of ability and degree of willingness of the Company to support the continuation of the Plan and to make good any current or future deficit.
- is managed by assessing the interaction between the Plan and the Company's business, as measured by a number of factors, including the creditworthiness of the Company and the size of the pension liability relative to the Company. Periodic updates on the covenant are provided to the Trustees by senior staff of the Company.
Legislative risk:
- this is the risk that legislative changes will require action from the Trustees so as to comply with any such changes in legislation.
- the Trustees acknowledge that this risk is unavoidable but will seek to address any required changes so as to comply with changes in legislation.
32. The measures do not render the investment policy free of risk. Rather, the measures endeavour to balance the need for risk control and the need to allow the investment managers sufficient flexibility to manage the assets in such a way as to achieve the required performance targets. The risks detailed above will be monitored on a regular basis.
Adopted by the Trustees of the Matheson Group Pension Plan in June 2024, replacing the previous SIP dated July 2023.
The Matheson Group Pension Plan
Implementation Statement - 30 June 2025
Why have we produced this Statement?
The Trustees of The Matheson Group Pension Plan have prepared this statement to comply with the requirements of the Occupational Pension Plans (Investment and Disclosure) (Amendment) Regulations 2019.
This statement sets out how the Trustees have complied with the voting and engagement policies detailed in the Plan's Statement of Investment Principles (SIP).
A copy of the SIP can be found on the following website: www.matheson.co.uk/regulatory?tab=pension-plan-statement-of-investment-principles.
What is the Statement of Investment Principles (SIP)?
The SIP sets out key investment policies including the Trustees' investment objectives and investment strategy.
It also explains how and why the Trustees delegate certain responsibilities to third parties and the risks the Plan faces and the mitigated responses.
The Trustees last reviewed the SIP in June 2024.
What is the purpose of this Statement?
-
To explain how the Trustees' engagement policy has been applied over the year.
-
To describe the voting rights attached the Plan's assets have been exercised over the year.
What changes have we made to the SIP?
There were no changes made to the SIP over the year.
Why does the Trustees believe voting and engagement is important?
The Trustees' view is that Environmental, Social and Governance ("ESG") factors can have a potential impact on investment returns, particularly over the long-term and therefore contribute to the security of members' benefits. The Trustees further believe that voting and engagement are important tools to influence these issues.
The Trustees have appointed a Fiduciary Manager who shares this view and considers and integrates ESG factors, voting and engagement in its processes.
The Trustees incorporate an assessment of the Fiduciary Manager's performance in this area as part of its overall assessment of the Fiduciary Manager's performance.
What are the Trustees' voting and engagement policy?
When considering its policy in relation to stewardship including engagement and voting, the Trustees expect investment managers to address broad ESG considerations, but has identified climate change, and human and labour rights as areas of focus.
The day-to-day integration of ESG considerations, voting and engagement are delegated to the investment managers. The Trustees expect investment managers to sign up to local Stewardship Codes and to act as responsible stewards of capital.
Where ESG factors are considered to be particularly influential to outcomes, the Trustees expect the Fiduciary Manager to engage with investment managers to improve their processes.
| What are the Fiduciary Manager's policies? | ||
|---|---|---|
| Climate change and net zero goal | Public policy and corporate engagement | Industry initiatives |
|
The Trustees believe Climate Change is a current priority when engaging with public policy, investment managers and corporates. The Fiduciary Manager has a goal to achieve net zero greenhouse gas emissions across 'In Scope Solutions' by 2050. They believe the trajectory is important, so are also aiming to approximately halve emissions per amount invested by 2030. |
The Fiduciary Manager employs an external stewardship service provider, whose services include public policy engagement, and corporate voting and engagement on behalf of its clients (including the Trustees).
|
The Fiduciary Manager participated in a range of industry initiatives over the year to seek to exercise good stewardship practices. Please refer to their latest UK Stewardship Code for more information: https://www.wtwco.com/en-gb/solutions/services/sustainable-Investment. |
How does the Fiduciary Manager assess the investment managers?
Investment manager appointment - The Fiduciary Manager considers the investment managers' policies and activities in relation to ESG factors and stewardship (which includes voting and engagement) at the appointment of a new manager. In 2024 the Fiduciary Manager conducted engagements with over 70 managers across asset classes. They also engaged over 100 products on sustainability and stewardship. In addition, over 150 sustainability-theme strategies were researched.
Investment manager monitoring - The Fiduciary Manager produces detailed reports on the investment managers' ESG integration and stewardship capabilities on an annual basis.
Investment manager termination - The Fiduciary Manager engages with investment managers to improve their practices and increases the bar by which they are assessed as best practice evolves. The Fiduciary Manager may terminate an investment manager's appointment if they fail to demonstrate an acceptable level of practice in these areas. However, no investment managers were terminated on these grounds during the year.
| Example of engagement carried out over the year | ||
|---|---|---|
| Infrastructure manager Climate Change - Climate reporting issue |
Emerging market equity manager Climate change - Water security issue |
Secure Income manager General ESG issue |
|
Issue: This investment manager is a leading investor, developer, and long-term manager of core infrastructure assets. This engagement formed part of the Fiduciary Manager's annual Sustainable Investment (SI) review of the manager, in alignment with its broader investment approach. SI engagement emphasises transparency, climate risk management and alignment, for example with global sustainability goals like SDG 13: Climate Action. The engagement was prompted by gaps identified in ESG reporting, including the absence of data on climate solutions and limited carbon emissions or footprint data; limited disclosure of carbon reduction targets; and further detail sought for the work the firm was undertaking in the area of climate-related risks.
Outcome: The manager acknowledged that, while not all their funds had completed the EU Taxonomy alignment process, eligible climate solutions were present in portfolios and would be better reflected in future disclosures. The firm published TCFD-aligned reports in 2024 using PCAF data and is working to improve asset-level data collection for future reporting. It also committed to set portfolio-level carbon reduction targets, following the firm-wide ambition set in 2024. On climate risk, the manager has partnered with industry specialists to be at the vanguard of understanding this area. It is developing a more advanced approach to assess materiality and financral impact on the assets in which the firm has invested. Looking ahead, the manager agreed that the Corporate Sustainability Reporting Directive (CSRD) is going to be a component of reporting in 2025 as a number of assets fall into scope. It has also commissioned a portfolio decarbonisation study focused on social infrastructure concessions, a more challenging area of the infrastructure opportunity set. A key priority going forward is improving the quality and consistency of carbon emissions and footprint data across their portfolios, an effort which remains ongoing. |
Issue: Water security is important for businesses and society, and hence a financial risk for investors. In South Africa, water risk is a thematic area of focus for this particular asset manager. As part of its engagement, the manager requested information from companies, including disclosure of water consumption or withdrawal data, and details on processes and controls for assessing water-related risks and responding to water loss events. Additionally, the manager wanted to understand how companies are managing water risks, and companies' water risk management policies and water reduction targets. In 2023, the manager assessed water risks across the Johannesburg Stock Exchange Top 100, analysing disclosures, reduction targets, and penalties, while engaging with 58 companies. By 2024, the manager refined the analysis to 31 high-risk companies based on water usage, sector risks, and regional stress. They then analysed their public disclosures to identify gaps in oversight, mitigation strategies, targets, risk assessment, and supplier engagement. Using these insights, they assessed overall water risk management and developed tailored engagement questions for 19 companies with remaining concerns. Outcome: One investee company confirmed exposure to water stress in three sites and outlined mitigation efforts including efficiency improvements, expanded water reuse, and a targeted reduction by 2030. The company acknowledged the regional initiative to lower water consumption and plans to participate in a project to enhance water security. Overall, these discussions strengthened the manager's understanding of municipal water management efforts and informed ongoing engagements with companies on water-related risks, which may be financially material. |
Issue: As part of the annual ESG review, the manager focused on addressing key deficiencies identified during the previous engagement. These deficiencies included the lack of a dedicated Inclusion and Diversity (l&D) resource, the absence of climate scenario and Climate Value-at-Risk (CTVaR) analysis for underlying assets, and the lack of disclosure for carbon emissions at both the firm and fund levels. Outcome: The manager has made significant strides in addressing key areas of improvement. The lack of a dedicated l&D resource has been mitigated by establishing a management committee specifically responsible for Diversity, Equity, and Inclusion (DEi). Additionally, a separate workstream has been initiated to develop a comprehensive DEi strategy, which includes a thorough review of current policies. The absence of CTVaR and climate scenario analysis for underlying assets is being tackled on a firmwide leveL For the Solar II project, a provider has been engaged during the due diligence phase of potential investments. The team is currently in the process of evaluating various providers and aims to finalize their selection by the end of the year. While there has been no disclosure of firm or fund-level carbon emissions previously, the manager has now reported firm-level emissions. Although Scope 3 emissions are still pending, efforts are actively underway to address this gap. |
What are the voting statistics we provide?
The Plan is invested across a diverse range of asset classes which carry different ownership rights, for example bonds do not have voting rights attached. Therefore, voting information was only requested from the Plan's equity investment managers.
Responses received are provided in the following pages. The Trustees used the following criteria to determine the most significant votes:
- The manager deems the vote to be notable for the scheme significant
- The vote is in one of the stewardship priority areas identified (climate change, and human and labour rights).
- The size of the company holding related to the vote
- It was a vote against company management
- The vote provides representation of the stewardship activity across different types of investment manager and mandates
- The total number of votes identified and reported by the Trustee is at a proportionate level
The Plan is invested in both active (trying to outperform the market) and passive (aiming to perform in line with the market) equity funds.
How have our Investment Managers voted over the last 12 months?
Towers Watson Partners Fund
Pooled multi-asset growth fund
How many votes has this manager cast?
| Number of meetings at which the manager was eligible to vote: | 1,895 |
| Number of resolutions on which manager was eligible to vote: | 26,327 |
| Percentage of eligible votes cast: | 99.0% |
| Of the votes cast, percentage of votes | |
| with management: | 89.0% |
| against management: | 10.0% |
| abstained from: | 1.0% |
| % of meetings, where the manager voted and there was at least one vote against management: | 52.8% |
| % of resolutions, where the manager voted and the vote was contrary to the recommendation of the proxy adviser? (if applicable} | 3.7% |
What is this manager's voting policy?
As the manager manages Fund of Funds, the voting rights for the holdings are the responsibility of the underlying managers. The manager expects all their underlying managers who hold equities over a reasonable timeframe to vote all shares they hold. The manager has appointed EOS at Federated Hermes (EOS) to provide voting recommendations to enhance engagement and achieve responsible ownership. EOS also carries out public policy engagement and advocacy on behalf of all their clients. In addition, EOS is expanding the remit of engagement activity they perform on the manager's behalf beyond public equity markets, which will enhance stewardship practices over time.
Underlying managers are required to provide a detailed explanation and rationale whenever their voting decisions diverge from the EOS recommendations. They also utilise Institutional Shareholder Services (ISS) for voting facilitation and research purposes. Additionally, their China equity manager employs the Glass Lewis service, utilising a bespoke policy. Their emerging markets equity managers use ISS, Glass Lewis, SES and Broadridge Proxy Edge platforms for information and to facilitate voting. Meanwhile, their long-short equity managers use ISS to provide corporate research and to facilitate the voting process.
Which of these votes do we think were significant?
| Company: Resolution: |
Microsoft Corporation Report on risks of operating in countries with significant human rights concerns |
|---|---|
| Allocation in manager portfolio: | 1.7% |
| Date of vote: | 10 December 2024 |
| How voted: | For the shareholder proposal, against management recommendation |
| Prior notice to management (if voting against management): | No |
| Manager rationale for vote: | Additional transparency through an independent assessment would benefit the shareholders and stakeholders |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (human rights) and size of position. The manager also voted against the management recommendation. |
| Outcome of the vote: Implications of the outcome: |
Resolution failed The manager will continue to vote proxies in the interest of maximising investment value for clients. |
| Company: Resolution: |
Meta Platforms Disclose a climate transition plan resulting in new renewable energy capacity |
|---|---|
| Allocation in manager portfolio: | 1.1% |
| Date of vote: | 14 May 2025 |
| How voted: | For the shareholder proposal, against management recommendation |
| Prior notice to management (if voting against management): | No |
| Manager rationale for vote: | Promote transparency around environmental issues. The manager considers environmental factors to be an important consideration in assessing the long-term predictability and sustainability of a company's revenue and earnings growth. |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (climate change) and size of position. The manager also voted against the management recommendation. |
| Outcome of the vote: Implications of the outcome: |
Resolution failed The manager will continue to consider proposals whether from management or shareholders which enhance transparency around environmental issues. |
| Company: Resolution: |
Amazon Shareholder proposal regarding disclosure of material Scope 3 emissions |
|---|---|
| Allocation in manager portfolio: | 0.9% |
| Date of vote: | 21 May 2025 |
| How voted: | Against shareholder proposal, with management recommendation |
| Prior notice to management (if voting against management): | Not applicable |
| Manager rationale for vote: | The company has various initiatives in place and does not appear to have neglected issues related to its value chain emissions. The company notes that its supply chain standards set forth its expectation that suppliers track, document, and, upon request, report greenhouse gas emissions to the company. Additionally, the highest-emitting suppliers that contribute over 50% of Scope 3 emissions are expected to provide a plan for decarbonizing operations. It has also introduced a sustainability solutions hub to help sellers reduce emissions. |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (climate change) and size of position. |
| Outcome of the vote: | Resolution failed |
| Implications of the outcome: | The manager will continue to monitor the company's approach to its climate disclosures and may change their recommendation on future proposals should it become clear that it is not making sufficient progress toward its commitments. |
| Company: Resolution: |
NVIDIA Corp. Shareholder proposal regarding workforce data |
|---|---|
| Allocation in manager portfolio: | 0.7% |
| Date of vote: | 25 June 2025 |
| How voted: | For shareholder proposal, against management recommendation |
| Prior notice to management (if voting against management): | No |
| Manager rationale for vote: | This proposal asks the company to enhance its existing public reporting to include a chart identifying employees according to gender and race in each of the nine EEOC-defined job categories. The company previously provided this information from 2018 to 2022 but no longer publishes this disclosure. As of April 2024, over 80% of the S&P 500 and nearly 50% of the Russell 1000 Index companies disclose EEO-1 data. While the company's disclosures around workforce demographics are fairly comprehensive, EEO-1 reporting provides shareholders with data that is comparable across industry peers. Moreover, this reporting is already required and therefore should not be a significant burden to make available to shareholders. While the company's stance is that the data does not accurately depict its practices given its organizational structure, it would be a helpful supplement to existing reporting and increase shareholders' understanding of how the company is addressing human capital-related risk exposures. |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (human rights). The manager also voted against the management recommendation. |
| Outcome of the vote: Implications of the outcome: |
Resolution failed Although the proposal did not pass, given the relatively high level of shareholder support, the manager may follow up with the company in the short or long term for an additional engagement. |
| Company: Resolution: |
Netflix Inc. Shareholder proposal regarding climate transition plan |
|---|---|
| Allocation in manager portfolio: | 0.9% |
| Date of vote: | 5 June 2025 |
| How voted: | Against shareholder proposal, with management recommendation |
| Prior notice to management (if voting against management): | Not applicable |
| Manager rationale for vote: | The proposal requests the company to issue a climate transition plan "above and beyond existing disclosure," describing how it intends to align its operations and full value chain emissions with existing science-based targets. However, the company has already adopted emissions targets that are aligned with the Paris Agreement and reports on progress toward these goals annually, in line with TCFD standards. The company has also published a long-term plan to achieve these targets, on par with industry peers. Given the current level of climate reporting by the company, the manager finds this proposal to be unnecessary and overly prescriptive and recommended voting against. |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (climate change) |
| Outcome of the vote: Implications of the outcome: |
Resolution failed The proposal did not pass, which is in line with the manager's decision to vote against. |
| Company: Resolution: |
HCA Healthcare Inc. Amend patient safety and quality of care committee charter |
|---|---|
| Allocation in manager portfolio: | 0.5% |
| Date of vote: | 24 April 2025 |
| How voted: | For shareholder proposal, against management recommendation |
| Prior notice to management (if voting against management): | No |
| Manager rationale for vote: | The core of the proposal is to mandate that the committee review staffing levels and their direct influence on patient safety, the quality of care provided, and overall patient satisfaction. The manager felt that the shareholder proposal promotes appropriate accountability or incentivisation. |
| Trustee rationale for significance: | Vote topic is one of the stewardship priorities (human rights). The manager also voted against the management recommendation. |
| Outcome of the vote: Implications of the outcome: |
Resolution failed The manager will share these best practices with other portfolio companies |
In conclusion...
The Trustees are satisfied that over the year, all SIP policies and principles were adhered and in particular, those relating to voting and engagement.