Section 172(1) statement

This statement serves as John Swire & Sons Limited ("the Company")’s Section 172 Statement and should be read in conjunction with the Strategic Report and Statement of Directors’ Responsibilities. Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole but having regard to a range of different matters. In discharging our Section 172 duties, we do this.

In addition, the directors have regard to other factors which they consider relevant to the decision being made. Those factors for example include the interests and views of our shareholders and wider stakeholders. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, we aim to make sure that our decisions are consistent and appropriate in all the circumstances and are made with an effective understanding of those matters of concern to our stakeholders.

As the principal activity of the Company is to act as a holding company for the other entities in the Swire group, the Company has had no significant commercial business, customers or suppliers during the year, and as such the breadth of stakeholder and other considerations that would often apply in operating or commercial trading companies have generally not applied to the decisions made by the directors.

The Company, which considers its key stakeholders to be shareholders, employees, and group undertakings, engaged directly with shareholders and employees on a number of occasions during the year to provide regular updates on the effects of the Covid-19 pandemic on operations and the actions of directors and businesses in response. While group undertakings operate autonomously, they do so in accordance with overall governance and control frameworks, and consideration of these controls on businesses and other relevant matters are embedded into Board decision-making. The directors consider the effect of their decisions on relevant stakeholders and the engagement with those stakeholders where appropriate while having due regard to all applicable policies and procedures.