Metals that matter,
for a healthier world
Annual Report and Accounts 2026
Sustainability
performance
Principle adverse
impact statement
GRI
TCFD and UK SECR
SASB
Assurance report
Glossary
Contents
Non-financial limited assurance: ERM Certification and Verification Services Limited (ERM CVS) wereengaged
to provide limited assurance of selected information as presented on page 218. Please see ERM CVS’
Independent Limited Assurance Report on pages 216 to 217 for more details. The sustainability information
presented in this report is prepared as at 31
st
March 2026. Unless otherwise stated, the non-financial
information in this report includes the Catalyst Technologies (CT) business.
Cautionary statement
The Strategic report and certain other sections of this Annual Report contain forward-looking statementsthat
are subject to risk factors associated with, among other things, the economic and business circumstances
occurring from time to time in the countries and sectors in which the Company operates. It is believed that the
expectations reflected in these statements are reasonable, but they may be affected bya wide range of
variables which could cause actual results, performance, operations, impacts, events orcircumstances to differ
materially from those currently anticipated.
1 Strategic report
1 Our purpose
2 JM at a glance
3 Chair’s statement
4 Global context and market dynamics
6 Chief Executive Officer’s statement
8 Our business model
10 Our strategy
13 Key performance indicators
15 Our business
19 Chief Financial Officer’s statement
21 Financial performance review
28 Sustainability review
40
48
Task Force on Climate-related Financial
Disclosures (TCFD)
UK Streamlined Energy and Carbon
reporting (SECR)
50 Risk report
58 Non-financial and sustainability
information statement
60 Going concern and viability
61 Governance
62 Chair’s introduction to governance
64 Board at a glance
66 Board of directors
69 Our governance structure
70 Board decisions and outcomes
72 Board and committee performance
74 Section 172 statement
76 Stakeholder engagement
78 Stakeholder engagement in action
79 Nomination Committee report
82 Audit Committee report
92 Investment Committee report
93 Societal Value Committee report
95 Remuneration Committee report
99 Remuneration at a glance
100 Remuneration Policy
112 Annual report on remuneration
123 Directors’ report
127 Responsibilities of directors
128 Financial statements
210 Other information
This report forms part of a wider reporting suite and the table below
details where to find certain disclosures within this suite.
Metals that mat ter,
for a healthier world
Annual Report and Accounts 2026
Sustainability databook 2026
Annual Report
and Accounts
Sustainability
Performance
Databook
matthey.com
Our purpose
Metals that matter,
for a healthier world
In 2025/26, we re-articulated our purpose through a company-wide
crowdsourcing exercise. Reflecting our inclusive culture, this process drew
on the input and perspectives of our diverse global workforce. Two key
themes emerged: our world-leading capabilities in PGM chemistry and
catalysis, and JM as a force for good. JM’s new purpose statement, along
with our supporting near-term priorities and behaviours, captures these
essential elements.
PGMs are metals that matter. Fundamental to sustainable technologies,
lifesciences and industry, they support diverse applications that play
a major positive role in modern society. They also run through our
entire organisation and underpin everything we do.
In many ways, our redefined purpose is about getting back to
basics and simplifying our offer. Combined with our organisational
restructure and strategic refresh, it provides a clearer sense of
who we are, why we exist and what we need to do to deliver
on our commitments. Inshort, it gives us the platform to
perform; a foundation around which we can all align as we
look to create a leaner, more focused and future-oriented JM.
JM’s redefined purpose revolves around
our global expertise in platinum group metals
(PGMs) and the benefits these metals bring
to people, communities and the environment.
From providing air quality to enabling clean
energy and transport to advancing cancer
diagnostics, our PGM products and services
are helping to create a healthier world.
Read more on Sustainability on pages 28 to 39.
Governance Financial statements Other informationStrategic report 1Johnson Matthey Annual Report and Accounts 2026
Johnson Matthey (JM) is a world leader in platinum
group metals (PGMs). For over 200 years, we have
used advanced metals chemistry to tackle the
world’s biggest challenges.
Many of the world’s leading energy, chemicals and
automotive companies depend on our technology
and expertise to decarbonise, reduce harmful
emissions and improve their sustainability.
And now, as the world faces the challenges of
climate change, energy supply and resource scarcity,
we are actively providing solutions for our customers
– metals that matter, for a healthier world.
JM at a glance
Our purpose
Metals that
matter, for
a healthier
world
Safety first,
always
Nothing comes
before the safety
of our people
and operations
Work
together
We combine our skills
and expertise to solve
problems and perform
at our best
Take
accountability
No excuses.
We take ownership and
responsibility to deliver
for our customers
Drive
results
We strip out complexity
and tackle issues
head-on, to unleash our
full potential
Our behaviours
£2,555m
in sales
c.9,500
1
employees across 28 countries
Europe
43%
North America
28%
China
9%
Rest of Asia
16%
Rest of World
4%
At a glance
Sustainability website: matthey.com/en/sustainability
1. As at 31
st
March 2026, including CT business.
Johnson Matthey Annual Report and Accounts 2026 2Governance Financial statements Other informationStrategic report
Delivering on our
commitments
2025/26 was a pivotal year for
Johnson Matthey (JM). We set out
revised strategic ambitions, moved
to leaner structures throughout the
business and made significant changes
to our management teams.
Responding and repositioning
Following the announced divestment of Catalyst
Technologies (CT) in May 2025, the Company took
strong action to reposition itself with investors. This
included revised guidance with clear financial targets
and a commitment to create increased shareholder value
going forward. To deliver these objectives, the Company
sharpened its focus on JM’s core capabilities, solidified its
position in key markets and began the work of driving
higher levels of internal efficiency.
The process of renewal is underpinned by our revised
purpose, ‘metals that matter, for a healthier world’.
The new articulation of our purpose, which followed the
reshaping of our portfolio, was achieved with input from
colleagues across the business and is designed to bring
focus to our work. It also reflects the enduring pride that
people at JM feel for what we do and the positive effect
we have in the countries and communities where we
operate. It is the central theme of this report.
As part of this renewal, the Board reviewed its governance
arrangements to ensure they remain aligned with the
Group’s refocused strategy, with greater emphasis on
integrated board oversight of sustainability, capital
allocation, risk and execution as priorities become clearer.
Andrew Cosslett
Chair
Focused on execution
In a year of significant internal change and external
challenge, the Company produced good financial results and
delivered well against its revised financial commitments.
Wereturned £129 million in dividends to shareholders
during the year.
I took up the role of Chair in July 2025 and I consider it a
privilege to be part of the great history of this organisation.
Iwould like to pay tribute to my predecessor, Patrick Thomas,
for his contribution and commitment over the seven years
he was Chair. Since my arrival, the JM Board has continued
to evolve. In January 2026, Alastair Judge was appointed to
the Board as an Executive Director and Chief Financial
Officer (CFO). Richard Pike was appointed Chief Operating
Officer (COO), remaining an Executive Director.
As part of JM’s strategic reset, the Board is focused on
overseeing the ongoing process of transition. We are
committed to supporting the management team to
deliver its urgent priorities. These include the successful
commissioning of our new refinery at Royston in the UK,
the divestment of the CT business and the continued
reshaping of JM for future success. Under the leadership
of our Chief Executive, Liam Condon, the management
team is well placed to execute the strategy we have set
out and I look forward to helping them make the very
best of the undoubted talent and resources we have at
our disposal at Johnson Matthey.
Andrew Cosslett
Chair
Chair’s statement
Johnson Matthey Annual Report and Accounts 2026 3Governance Financial statements Other informationStrategic report
Critical materials
Critical minerals and materials have become a nation-
first battleground, with protectionism reshaping global
markets and intensifying geopolitical competition for
resources. Platinum group metals (PGMs) are of vital
importance to a vast number of sectors. They play a
key role in enabling the energy transition and furthering
life science technology (LST). Their accessibility is
therefore of huge interest and importance to multiple
parties globally.
As supply chains for PGMs and other metals, such as
lithium and nickel, become more complex, JM is
presented with both risks and opportunities. The biggest
challenge comes from trade barriers, which could
prevent the cross-border flow of PGMs and necessitate a
redesign of JM’s refining footprint. On the other hand,
increased protectionism could further encourage circular
models and the refining of secondary feeds, which plays
to JM’s strengths. It could also stimulate more funding for
research into future PGM applications.
Through our world-leading PGM recycling capabilities,
we are helping to ensure the availability of PGMs, with
close to 60% of PGMs used globally coming from
recycling.
1
Our global footprint is also a strategic asset,
enabling robust supply chain management and good
customer service.
Forces shaping
our markets
Global context and market dynamics
JM’s markets and operating environment
are continually being reshaped by
macroeconomic and geopolitical forces.
Conflicts, tariffs and regulatory uncertainty are affecting
capital investments and altering the pace and pathway of
the energy transition. These factors create unpredictability,
while also reinforcing demand for secure energy and the
need for strong, resilient supply chains.
Against this backdrop, we regularly refresh our strategic
priorities and resource allocation to ensure we deliver value
for our customers, shareholders and employees in the short
term, while building structural competitive advantages for
the longer run.
The following trends have influenced our recent strategic
refresh. They highlight the opportunities as well as the
challenges that shape our operating environment today and
in the years ahead.
The UK Government has set a target to meet
10%
of annual UK demand for critical minerals
through domestic production and 20%
through recycling by 2035.
2
1. The PGMs: a circularity success story, Johnson Matthey.
2. Vision 2035: Critical Minerals Strategy, UK Government.
Johnson Matthey Annual Report and Accounts 2026 4Governance Financial statements Other informationStrategic report
Global context and market dynamics continued
1. World Energy Outlook 2024, IEA.
2. How electricity providers are adapting to the global data centre buildout,
World Economic Forum.
Energy transition slowdown
Wavering policy support for the energy transition is
delaying sustainability projects around the world.
While emissions are peaking, the pathway to 1.5°C is
increasingly uncertain, with fossil fuel demand set to
remain high, driven in particular by road transport.
Funding withdrawals continue to impact the hydrogen
market. Varying regulations around emissions are also
creating uncertainty in the automotive industry.
Meanwhile, the rollback on green technology,
particularly in the US, means ICE markets will remain
stronger for longer. Indeed, recent forecasts for global
ICE vehicle production to the mid-2030s are up on
previous projections.
3
Our Clean Air capabilities,
technology and footprint remain adapted to best
serve the needs of the autocatalyst sector.
Electricity demand,
supply and
infrastructure are set
to
double
by 2050.
1
In hydrocracking,
AI-driven precision
adjustments can
result in up to
30%
gains
in efficiency or
throughput.
6
Road transport will remain
the largest driver of
sustained oil demand
through 2030.
4
And 2025
forecasts suggest light-duty
(LD) ICE will have a
59% share
of the automotive
market in 2034 (up 7%
on 2022 estimates).
5
Electrification
Energy security remains a strategic imperative for
most nations and is essential to economic wealth.
Electrification of transport, industrial processes and
digital infrastructure is driving exponential growth in
global electricity demand.
The increase presents both opportunities and
headwinds for JM. The electrification of road transport
continues to affect the long-term outlook for internal
combustion engines (ICEs) and the associated
autocatalyst market. However, the pace of electrification
has significantly slowed relative to earlier projections
due to structural, technical and economic challenges,
including charging infrastructure deployment, grid
capacity and affordability. This has extended the
lifespan of the ICE market and, as a result, that of our
autocatalyst technology.
At the same time, rising electricity demand has
positive implications for JM, with our expertise in
hydrogen fuel cells and non-automotive emission
control technologies. We are particularly well placed
to benefit from opportunities in distributed power
generation – for example, linked to the buildout of
data centres, where electricity demand is growing
roughly four times faster than all other sectors.
2
Automation & AI
Automation and AI are reshaping R&D, operations
and customer engagement across a range of
industries, boosting productivity while creating new
challenges. At JM, we are judiciously exploring
opportunities to leverage digital tools to optimise our
operations. In digital manufacturing, we are looking
at predictive solutions to maximise efficiency and
increase margins. On the commercial side, AI can
enhance our margin forecasting, pricing excellence,
contract management and new business model
creation. We are also leveraging machine learning to
reduce Clean Air testing costs and derive greater value
from our refining assets.
These innovations look set to deliver major savings,
efficiencies and advantages. As an example, we have
been using digital techniques to achieve deeper
technical understanding of our electrolysis products.
These insights ensure we maximise the delivery of our
innovation pipeline, from research through to
commercial products.
3. S&P Global.
4. Global Energy Perspective 2025, McKinsey & Company.
5. S&P Global.
6. AI/ML in Oil & Gas Refining – Part 2: Operations Improvement / AI in
Refinery Operations – Efficiency, Yield & Savings, Fidelis Associates.
Johnson Matthey Annual Report and Accounts 2026 5Governance Financial statements Other informationStrategic report
Reset, reshaped
and refocused
2025/26 was a year of strategic reset
for Johnson Matthey (JM), underpinned
by solid performance. A year in which
we announced a final agreement for
the divestment and sale of Catalyst
Technologies (CT) and made progress
towards becoming a more streamlined,
focused and cash-generative business,
with sustainable returns.
Our performance in 2025/26
Despite challenging market conditions and a volatile
geopolitical climate, we delivered a solid performance in
2025/26 and made good progress on our priorities,
including working capital reduction and cash
improvements. We increased underlying operating profit by
6% at constant platinum group metal (PGM) prices;
delivered Clean Air margin improvement of 270 basis points
to 14.5%; and Platinum Group Metal (PGM) Services margin
of 28.3%. We also achieved run-rate breakeven for
Hydrogen Technologies (HT), although evolving external
dynamics led us to take additional impairments on the
majority of our HT assets, reflecting slower market growth.
JM continued to take a conservative view of markets,
focusing on improving profit, reducing costs and managing
capex. Our focus is on controlling the controllables and not
being dependent on market tailwinds to drive performance.
With the foundations for our new cash-focused business
model in place, we saw a material step-up in free cash flow,
plus improved working capital across the Group and a
reduction in overheads of c.£70 million. As a result, we are
on track to deliver sustainable free cash flow of at least
£250 million p.a. by 2027/28 and beyond.
Liam Condon
Chief Executive Officer
Chief Executive Officer’s statement
1. S&P Global.
Focusing on our core competencies
In late February 2026, we announced our agreement with
Honeywell to extend the Long Stop Date for the sale of our
CT business. We expect to complete the transaction by the
end of August 2026, having agreed to sell CT at a revised
enterprise value of £1,325 million. Since we first announced
the transaction in May 2025, the market environment has
changed, with significant headwinds impacting all players,
including CT. In this context, we believe the revised
agreement is a positive outcome, representing substantial
value for JM and our shareholders.
The sale of CT is a major development for JM. It has
presented a unique opportunity to reset our strategic
direction and reshape our organisation. It has also enabled
us to refocus on the organisation’s core competencies.
Post-CT, we are doubling down on the disciplines in which
JM has excelled for over 200 years (precious metal
chemistry and catalysis), further strengthening our
market-leading positions in Clean Air and PGM Services.
Previously, our combined portfolio of growth and value
created a mixed picture for stakeholders. Now this picture is
clearer, as we present a simpler, fully circular offering
focused on driving value to our customers and investors.
However, these changes won’t undermine our growth
prospects. JM is leveraging its technological expertise and
assets through the stability of its core markets, while
pursuing capex-light growth optionality through Clean Air
Solutions (CAS), Hydrogen Technologies and PGM Products.
Crucially, the Clean Air market has greater longevity than
previously thought,
1
and we are building lasting partnerships
with leading OEMs in this space. In 2025/26, we signed a major
contract with a global manufacturer focused on the growing
market segment of hybrid light-duty gasoline platforms. We
also signed a significant new deal with a major US industrial
company for off-grid power generation emission control.
Johnson Matthey Annual Report and Accounts 2026 6Governance Financial statements Other informationStrategic report
In another important development, in May 2026 we
announced the acquisition of CORMETECH Inc., the leading
SCR catalyst manufacturer for stationary applications, for an
enterprise value of $360 million. With a significant presence
in the large and growing US power generation market,
CORMETECH Inc. is expected to deliver strong growth in
sales and profit in the near, medium and long term.
Itsacquisition will materially enhance the scale of our
CAS business and create a global leader in stationary
emission control, including for the rapidly growing data
centre market.
Leading with purpose
The result of our solid performance and refined offer is a
greater understanding of our role and the value we bring,
which we express through our purpose.
JM has always been a purpose-driven organisation. As the
world shifts and our priorities evolve, it is important we
revisit our purpose to ensure JM remains culturally cohesive
and continues to have a positive impact.
During 2025/26, JM redefined its purpose and reaffirmed
the behaviours that will ensure we deliver on our targets.
Our newly articulated purpose centres on ‘metals that
matter, for a healthier world’, reflecting our expertise in
precious metals, and the value of JM products and services
to our customers and society.
I was personally delighted to see the positive response from
employees in helping to redefine our purpose. Indeed, a
clear demonstration of organisational progress can be found
in the following three metrics: Safety, Employee
Engagement and Customer Focus, and JM is improving in all
three areas. That JM’s employee engagement survey results
and customer-focused net promoter scores increased during
a year of significant change is impressive – clear evidence
that JM is moving in the right direction.
Safety of course remains our number-one priority, and in
2025/26 we made good progress in our process safety
performance. However, there is room for further
improvement and we are committed to achieving zero harm
across our operations.
Refreshing our long-term strategy
Following the redefinition of our purpose, in early 2026 we
refreshed our strategy, initiating a multi-year transition for JM.
Our aim was to reflect market developments, build on progress
and outline just how attractive the long-term outlook for JM is.
As we explain in this report, our refreshed strategy
refocuses JM on our core strengths, scaling businesses and
selective emerging growth pathways. We believe this
strategic approach will help us generate substantial and
sustainable returns, not only in the near and medium term,
but also in the long term.
Structural realignment
It is important our organisation reflects and supports our
strategic direction. To this end, we implemented leadership
changes and a new organisational structure designed to
improve efficiency, accountability and execution.
As part of the streamlining of our Group Leadership Team
(GLT), we appointed our former Chief Financial Officer (CFO)
Richard Pike to the position of Chief Operating Officer (COO).
Through this change, Richard undertakes responsibility for our
three key businesses, Clean Air, PGM Services and Hydrogen
Technologies. With extensive operational experience in
manufacturing, recycling and refining, he will assume direct
oversight of our business management teams.
Richard’s successor as CFO is Alastair Judge. Previously both
interim CEO of Clean Air and CEO of PGM Services, Alastair
has an intricate knowledge of the JM business plus extensive
financial experience. I look forward to working closely with
Richard and Alastair in their new capacities, together with
the rest of our six-person executive team.
Chief Executive Officer’s statement continued
Our purpose
Metals that matter, for a healthier world
Our refreshed strategy
Our strategy is focused on refreshed priorities –
grounded in science-led advantage and disciplined
execution – generating strong and sustainable returns.
See more on pages 10 to 12
Our focused delivery
We deliver through an integrated, fully circular
operating model – combining technology, services and
materials to support customers across the full lifecycle.
See more on pages 8 and 9
These developments reflect our organisational shift towards
a more integrated, streamlined and agile way of working.
Stripping out complexity, all functions now operate within a
unified governance model. In this way, the rebasing of our
business has given us the platform to perform and supports
the development of a high-performance business with a
bright outlook.
Boosting our refining capacity
The changes we undertook during the year are all part of the
new JM. The organisation is still in a stage of transition, but the
new JM is very much here, and transition doesn’t mean
uncertainty. For the new JM, it means maintaining momentum
ahead of entering an era of sustained productivity and greater
stability, when our new world-class Royston facility, the Third
Century Refinery (3CR), comes online next year.
JM’s biggest ever capital investment, 3CR will significantly
boost our refining capacity and accelerate the throughput of
customers’ materials, with meaningful benefits likely to be
felt from late 2027/28. It will ensure we can achieve our
financial commitments and cash delivery goals, ultimately
providing a source of sustainable growth.
In 2025/26, we encountered setbacks in the 3CR
construction process, leading to cost overruns which will
impact our planned capex reduction. However, these issues
are now resolved, and working with our contractors and
onsite teams we are increasing the pace of delivery as we
move into the commissioning phase.
Looking ahead
Looking to the future with confidence, we are fully focused
on delivering on our promises, and confident in our abilities
to do so. Reset and reshaped around our compelling
purpose, JM is well positioned for future success.
I would like to thank my GLT colleagues and board members
for their continued support. I would also like to thank all JM
employees for their hard work and commitment during this
period of change. By working together towards our shared
goals, we will continue to drive high performance, grow
great talent and help create a healthier world.
An exciting new chapter has begun.
Liam Condon
Chief Executive Officer
Johnson Matthey Annual Report and Accounts 2026 7Governance Financial statements Other informationStrategic report
Our business model
delivering value
Leveraging synergies and
competitive advantages
Expertise in metal chemistry
Everything we do across our three businesses is
underpinned byour leadership in complex metal chemistry,
catalysis and process engineering.
Mutual customers and partners
As our customers transition towards decarbonised energy
systems, we provide a fully integrated and comprehensive
offering through collaboration across our business units.
Shared technology and capabilities
We have approximately 2,400 R&D and engineering
colleagues across all our businesses – with over 4,000
patents granted and more applications pending.
Foundational PGM ecosystem
We have deep insights into PGM markets through our
Precious Metal Management team and our refining
operations. Alarge share of the PGMs we use are sourced
internally. This shared resource creates a resilient supply,
lower exposure to price risk and efficient working capital.
Security of supply
Our customers count on us for a reliable supply of PGMs and
recycling services. This is because we are the world’s largest
metal hub for PGMs, underpinned by our status as the
leading recycler of PGMs.
A comprehensive sustainability offering
Every part of our business is committed to helping our
customers adapt processes and products to reach the
sustainability goals our society and planet are depending on.
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Johnson Matthey Annual Report and Accounts 2026 8Governance Financial statements Other informationStrategic report
Addressing a range of end markets
Clean Air Platinum Group
Metal Services
Hydrogen
Technologies
Automotive
Power Generation
Maritime Shipping
Mining Operations
Industrial Processes
Glassmaking
Aerospace & Electronics
Energy
Chemicals & Fuels
Pharma & Agrochemicals
Flavours & Fragrances,
Eyecare, Dental
Jewellery
Creating value for stakeholders
Our business model continued
1. Excludes CT business.
2. ICCT paper Comments and Technical Recommendations on Future Euro 7/VII Emission Standards, 2021.
Communities
We work with a range of partners on charitable giving and
employee volunteering schemes. 1,647 volunteering days in2025/26.
Society
Our catalytic converters have been helping to improve air quality
since 1974, with benefits on health and avoided deaths
2
. c.135k
additional tonnes of NOx were removed from tailpipes in 2025/26.
Suppliers
We partner with our suppliers to embed the highest
standards to deliver for ourcustomers. 46% supplier spend
(excl PGMs) have EcoVadis medal for good ESG performance.
Customers and strategic partners
Our customers highlight the quality of our products,
our collaborative approach and our technical expertise.
Our Net Promoter Score(NPS)
1
has increased to 47 from 41.
Investors
Our performance-driven culture and resilient portfolio create
sustainable value for our shareholders. £129 million returned
to shareholders via dividends.
Our People
Our employee engagement score increased by 0.3 to
7.5/10
1
in March 2026 compared to 7.2/10 in March 2025.
Please see our Products and markets page on our website: matthey.com
Johnson Matthey Annual Report and Accounts 2026 9Governance Financial statements Other informationStrategic report
Strengthening our core.
Building for the future.
Our strategy
See how
our refreshed
strategy is
translating
into progress
Our strategic journey since 2022
Since the launch of our new strategy in 2022, we have
diligently executed on our priorities, refocusing the JM
portfolio, investing with discipline and transforming the
organisation. During this time, we have made progress in
the face of several sustained headwinds, including a sharp
slowdown in the energy transition, weaker demand in the
global auto sector and significant platinum group metal
(PGM) price declines.
The announced divestment of our Catalyst Technologies
(CT) business unit in May 2025 laid the foundations for a
strategic recalibration. We are now refocusing on JM’s core
strengths and maintaining our market-leading positions in
Clean Air and Platinum Group Metal (PGM) Services, along
with growth optionality through Hydrogen Technologies
(HT), Clean Air Solutions (CAS) and PGM Products. This
recalibration, combined with disciplined execution of
diverse efficiency measures, enabled us to outperform our
peers and create significant shareholder value over the
period 2022-2025.
In early 2026, we refreshed our strategy, looking to add
greater depth, align with the market environment and
present our short- to medium-term outlook for the business.
Refocusing our activities, this strategic refresh supports
the launch of the new JM: a highly focused, lean and
cash-generative business delivering materially enhanced
shareholder returns.
JM’s refreshed strategy aims
to generate cash, drive growth
and deliver sustainable value
to 2035 and beyond
Johnson Matthey Annual Report and Accounts 2026 10Governance Financial statements Other informationStrategic report
Fully circular offering.
Refreshed strategy.
Purpose: Metals that matter, for a healthier world
Key capabilities: EHS, capital allocation, talent, innovation, digital and AI, sustainability
Financial objectives: Sustainable cash generation >£250m p.a. by 2027/28
Best-in-cost functions: Cost reduction in 2027/28 vs. 2025/26
Behaviours: Safety first, take accountability, drive results, work together
Disciplined execution: Critical priorities, cascaded Objectives & Key Results,
aligned incentives
Our strategy continued
Our strategic horizons
Our refreshed strategy is focused on ensuring longevity
across our three strategic horizons, Core, Scaling and
Emerging, with a commitment to generate a minimum of
£250 million p.a. in cash and £200 million of shareholder
returns in and beyond 2027/28.
In Core – with Clean Air and PGM Services – we currently
generate most of our revenues and cash flow. Our focus
remains on driving disciplined execution, improving
efficiencies and driving down costs to create streamlined,
high-performing, cash-generative businesses for the
longrun.
In Scaling – with Clean Air Solutions (CAS), Hydrogen
Technologies (HT) and PGM Products – we are well
positioned in market segments with attractive mid- to
longer-term growth perspectives. Our focus is on setting
these businesses up for success and accelerating their
growth through selective organic and inorganic initiatives.
And in Emerging, we will be exploring and building out
new growth platforms through structured partnerships and
potential M&A opportunities.
Our immediate priorities remain centred on our Core
businesses, which continue to benefit from a significantly
larger allocation of our resources. We are on track against
the strategic milestones we have set and are also making
good progress to deliver on our Scaling and Emerging
objectives. Combined, these focus areas create a three-
tiered pathway to sustainable, long-term cash generation.
Underpinned by our redefined purpose, ‘metals that matter,
for a healthier world’, this strategic approach also supports
our efforts to deliver on our sustainability commitments and
solve significant societal challenges.
Emerging
Pipeline of
new opportunities
Scaling
CA S, HT,
PGM Products
Core
Autocatalyst and
Refining/PMM
7
0
%
a
t
t
e
n
t
i
o
n
2
0
%
a
t
t
e
n
t
i
o
n
1
0
%
a
t
t
e
n
t
i
o
n
Direction
Strategic Horizons
Execution
Johnson Matthey Annual Report and Accounts 2026 11Governance Financial statements Other informationStrategic report
Our strategy continued
Core commitments.
Continued delivery on our milestones.
2025/26 2026/27 2027/28
On track Achieved
Financials
Operational
Sustainable
Our strategy continued
Read more about how our milestones map to our principal risks on pages 52 to 57
Increase Clean Air underlying operating margin to 16-18%
Achieve operating profit breakeven and positive cash flow in HT
1
Carve-out Catalyst Technologies following agreed sale
Operate new world-class PGM refinery
2
Improve customer net promoter score to greater than 41
3
Improve ICCA process safety event severity rate to 0.60
4
Increase employee engagement score to at least 7.2
5
Reduce Scope 1 and 2 emissions by 57%
6
1. Achieved run-rate operating profit breakeven in Q4 2025/26. On track to be cash flow positive in 2026/27. Cash flow is underlying operating profit plus depreciation and amortisation (EBITDA), less capex and net working capital movements.
2. Expect new refinery to be operational in calendar year 2027.
3. Net promoter score is a market research survey metric to measure customer satisfaction and loyalty, calculated from our annual customer survey data. 2025/26: 47, 2024/25 baseline: 41.
4. ICCA – International Council of Chemical Associations. 2024/25 baseline: 0.74 (restated – previously 0.78).
5. Employee engagement – March 2026: 7.5, March 2025 baseline: 7.1.
6. Metric tonnes of greenhouse gases. 2025/25: 101,010 tonnes CO
2
equivalents. This represents a 59% reduction compared to 2019/20 baseline of 248,432 tonnes (restated – previously 249,465 tonnes).
Johnson Matthey Annual Report and Accounts 2026 12Governance Financial statements Other informationStrategic report
Measuring performance
against our key performance indicators
Financial performance
Revenue
£12,573m
Sales
1
(excluding precious metals)
£2,555m
Operating profit
£161m
Underlying operating profit
1
£340m
Strong underlying cash flow generation driven
by good underlying profit growth alongside
reduced capital expenditure and continued
reductions in working capital.
Reported earnings per share decreased driven by
major impairment and restructuring charges
and deferred tax asset not recognised in the
current year, resulting in a reported loss.
Underlying earnings per share increased by 16%
driven by a lower average number of shares
following the share buyback in the prior year
and solid underlying performance.
Dividend per share maintained at the same level
as prior year.
Key performance indicators are from continuing operations.
1. Non-GAAP measures are defined and reconciled in note 34 of the financial statements, refer to page 195 to 197.
Revenue up, driven by higher precious
metalprices.
Sales down 7% at constant currency excluding
Value Businesses, driven primarily by Clean Air
with lower volumes mainly reflecting market
softness. Sales in PGM Services were also
down and this more than offset growth in
Hydrogen Technologies.
Operating profit decreased by 65%, due to a
number of one-off items in the prior year. These
include the profit on disposal of Medical Device
Components, partially offset by higher major
impairment and restructuring charges.
Good underlying performance with 6% growth,
excluding the favourable impact of metal
price (£24 million) and at constant foreign
exchange rates (no impact). Strong cost savings
and efficiencies across the Group enabling
margin improvement.
Free cash flow
1
£168m
(Loss) / Earnings per share
(5 4.1)p
Underlying earnings per share
1
128.5p
Ordinary dividend per share
77p
Key performance indicators
2025/ 26
12, 573m
11, 022m
12,284m
2024/25
2023/24
2025/ 26
64m
2024/25
2023/24
168m
173m
2025/ 26
£2 ,555m
2,831m
3,360m
2024/25
2023/24
(54.1)p
2025/ 26
176.0p
26.1p
2024/25
2023/24
2025/ 26
454m
179m
2024/25
2023/24
161m
2025/ 26
128.5p
110.7p
109.6p
2024/25
2023/24
2025/ 26
340m
299m
335m
2024/25
2023/24
77. 0 p
2025/ 26
77. 0 p
77. 0 p
2024/25
2023/24
KPI linked to remuneration policy, see page 100
Johnson Matthey Annual Report and Accounts 2026 13Governance Financial statements Other informationStrategic report
Sales contributing to our
four priority UN Sustainable
Development Goals (SDGs)
85%
R&D spend contributing
to our four priority SDGs
85%
Total Scope 1 and 2
greenhouse gas (GHG)
emissions (market-based)
236,859 tCO
2
e
Total Scope 3 (Category 1)
purchased goods and services
GHG emissions
2,911, 3 6 6 t C O
2
e
GHG emissions avoided from
using JM technologies
(compared to conventional offerings)
2,274,248 tCO
2
e
Recycled PGM content in
JM’s manufactured products
73%
Total recordable injury
and illness rate
(employees and contractors)
0.47
Female representation
across all management levels
32%
Sustainability performance (data shown including CT, unless otherwise stated)
The increase this year reflects changes in the
overall sales mix. Differences in market
performance led to a higher share of sales
aligned with our four priority UN SDGs, with
stronger contributions from areas more closely
linked to these goals. Please see https://sdgs.un.
org/goals for more details onthe UN SDGs.
We saw a decrease in R&D spend against our
priority UN SDGs as we continue to focus on UN
SDG-aligned innovation.
Total Scope 1 and 2 GHG emissions decreased
this year compared with the previous year,
driven by reductions in Scope 1 emissions
resulting from operational efficiencies and
changes in product mix. See page 33 for
moredetails.
Our GHG emissions from Scope 3 purchased
goods and services were lower than last year,
reflecting changes in purchasing behaviours
and business requirements. See page 33 for
more details.
This financial year over 2.27 million tonnes of
GHG emissions were avoided in customer
products, aided by JM technologies or services.
See our Sustainability Performance Databook
for more details.
The rate of recycled PGM content in our
manufactured products was 73%, down from
76% in 2024/25, reflecting cyclical refining
patterns and scheduled production downtime
that increased the use of primary material. See
page 35 for more details.
The year-end total recordable injury and illness
rate (TRIIR) is 0.47, above that of the past two
years. The increase reflects higher slip, trip and
fall injuries in January–February 2026, more
ergonomic cases, and reduced office-based
hours
1
worked following organisational changes
this year. See page 37 for more details.
Female representation at all management levels
remains at32% this year compared with the
previous year.
We remain committed toachieving our target of
40% by 2030. Seepage 38 for more details.
KPI linked to remuneration policy, see page 100
Key performance indicators continued
For more on our sustainability performance, please see our Sustainability Performance Databook
For more information on our sustainability targets, please see page 32
1. Office-based workers are less exposed to safety hazards and hence less likely to get injured compared to, for example, plant-based workers.
2025/ 26
85%
82%
89%
2024/25
2023/24
2025/ 26
2,274,248
1,606,644
1,335,881
2024/25
2023/24
2025/ 26
87%
92%
2024/25
2023/24
85%
2025/ 26
73%
76%
69%
2024/25
2023/24
2025/ 26
236,859
246,5 33
281,912
2024/25
2023/24
2025/ 26
0.47
0.36
0.36
2024/25
2023/24
2025/ 26
2,911,366
3,098,366
3,283,140
2024/25
2023/24
32%
2025/ 26
32%
30%
2024/25
2023/24
Johnson Matthey Annual Report and Accounts 2026 14Governance Financial statements Other informationStrategic report
Our business
One JM.
Fully circular.
Read our
individual
business
reviews on
the following
pages
Clean Air
Clean Air continues to lead in global emission control
markets. We invest and innovate with discipline to ensure
our solutions meet evolving legislative and customer needs.
We are also developing emission control technologies for
expanding hybrid platforms and for applications beyond
automotive, such as generators for data centres, shipping
and distributed power generation.
Platinum Group Metal Services
Platinum Group Metal (PGM) Services is a global leader in
PGMs. We play a key role in enabling many sustainable
technologies and a wide range of critical applications. The
world’s largest PGM recycler by volume, our circular model
also places us at the heart of more sustainable and resilient
supply chains. This makes us the partner of choice for
businesses seeking trusted, end-to-end PGM services.
Hydrogen Technologies
Hydrogen Technologies is a leading player in the hydrogen
economy. We have maintained our strength in the
development and manufacture of the critical performance-
defining components at the heart of fuel cells and
electrolysers. Our decades of experience in hydrogen cut
across numerous parts of the value chain, including
market-leading hydrogen production catalysts and
processes, components for hydrogen fuel cells and new
technologies for clean hydrogen production.
We deliver through three
businesses across multiple
sectors, leveraging synergies
and competitive advantage
to create long-term value.
Johnson Matthey Annual Report and Accounts 2026 15Governance Financial statements Other informationStrategic report
Our business continued
Clean Air
Maintaining market leadership,
exploring new opportunities
The markets in which Clean Air operates have greater
longevity than previously projected. Compared to 2022
estimates, updated 2025 forecasts for global light-duty
internal combustion engine (ICE) vehicle production
between 2027 and 2034 are higher by c.19m units,
1
largely
reflecting slower-than-anticipated battery electric vehicle
(BEV) penetration. Heavy-duty, off-road, marine and
stationary engine segments are also expected to remain
ICE-dominated well into the late 2030s.
2
For JM, operating
through our Clean Air business, these therefore remain core
markets with strong prospects for future cash delivery.
Our performance in 2025/26
In 2025/26, Clean Air closed the year with a total recordable
injury and illness rate (TRIIR) of 0.39, against a target of less
than 0.23. We remain unwavering in our commitment to
safety, learning lessons from our incidents and near misses,
strengthening our processes, enhancing communication
and continuously seeking opportunities to improve and
safeguard our people.
During the year, we delivered a solid performance and
achieved our top-line targets against a backdrop of tough
macroeconomic conditions. As we entered the year, tariffs
and changes in policy caused market disruption, although
for Clean Air our manufacturing footprint and strong
purchasing strategy helped mitigate the tariff challenges.
In the US, medium- and heavy-duty vehicle production
declined year-on-year, driven by increasing input costs and
regulatory uncertainty around upcoming EPA27 emissions
standards. This uncertainty delayed pre-buy activity and
weighed on freight demand. Fleet renewals, particularly for
Class 8 trucks, also slowed, as operators took a more
cautious approach to capital spending. At the same time,
replacement cycles are structurally extending, supported by
longer vehicle lifetimes due to improvements in durability,
powertrain efficiency and maintenance practices.
Despite these headwinds, we maintained leadership in our
core automotive market. Underlying operating profit grew
12%, despite declining volumes. We also delivered on our
commitment of margin improvement to 14.5%, up 270
basis points on 2024/25, and we remain on track for
16-18% margin by 2027/28.
This performance was mainly driven by our focus on
the factors within our control; for example, operational
discipline and ongoing footprint optimisation, plus the use
of lean tools, targeted capex investments, rigorous cash
management and a culture of continuous improvement.
Wealso achieved greater efficiencies through the close
cooperation and dedication of the teams in our plants.
Overall, these efforts delivered significant Operational
Excellence (OPEX) savings for the year.
Business wins and lasting partnerships
In 2025/26, we delivered good results in Asia, mainly in
India and Japan, while business in Europe also remained
positive. In our sales pipeline, we secured £2 billion of future
business in sales excluding precious metals (SEPM). These
include a strategic partnership with a leading manufacturer
representing around 10% of European gasoline volumes
and 20% of European hybrid volumes. We also secured
our position as the long-term partner in diesel to another
leading auto manufacturer from 2028 onward. Elsewhere,
we re-established JM as the technology partner of choice
for a major US manufacturer, securing non-incumbent
gasoline business over the next three years.
These developments reinforce our ability to win
globally through emission control systems. Our new
OEM alliances are also part of our efforts to build lasting
partnerships. These partnerships aim to maximise
future cash generation and resilience for JM and
for our customers navigating a challenging market.
Our continued focus on customer relationships and service
excellence was reflected in our annual net promoter score,
which is up to 42 from 39 the previous year.
Non-automotive growth opportunities
Non-automotive differentiated markets continued to gain
momentum in 2025/26, creating opportunities to adapt JM’s
catalyst technology through our Clean Air Solutions division.
Growth optionality is particularly strong in the US, where
backup power facilities are being mainstreamed to meet
soaring energy demand linked to data centre development.
Our acquisition of leading SCR catalyst manufacturer
CORMETECH Inc., announced in May 2026, will materially
enhance the scale of Clean Air Solutions and drive growth in
stationary emission control applications, particularly in the
USmarket.
During the year, we signed a new Clean Air Solutions
contract with a leading US industrial company to deliver
emission control for off-grid power generation. Other
notable wins include a long-term supply agreement with
one of the world’s leading manufacturers of stationary gas
engines. This new five-year contract, which covers the
supply of key emission control components, is our first
major success in the gas engine segment.
Looking ahead
In the coming year and beyond, we will continue to deepen
relationships with OEMs and Tier 1s across key and growing
markets, particularly in Asia. India remains an important
growth market for combustion engines, and we are well
equipped to support customers there through the next
investment cycle. Already, we have secured c.95% of
Clean Air planned volumes for 2027/28, and we are strongly
positioned for ongoing margin improvement and durable
cashgeneration.
Through Clean Air Solutions, enhanced by the acquisition of
CORMETECH Inc., we will continue to explore opportunities
in stationary emissions segments, including marine and
industry catalysts. We will also pursue growth areas such as
engine systems for stationary power and CO
2
equivalent
reduction technologies. Via these pathways, we believe
Clean Air Solutions could help open up new revenue streams
and drive cash generation in the coming years.
1. S&P Global.
2. S&P Global / KGP.
+12%
underlying
operating profit
growth vs
2024/25
Johnson Matthey Annual Report and Accounts 2026 16Governance Financial statements Other informationStrategic report
Process safety performance continued to strengthen, with
our International Council of Chemical Associations (ICCA)
Process Safety Event Severity Rate (PSESR) improving from
2.4 at the start of the year to 1.9. Thisimprovement reflects
the successful delivery of our high-risk reduction
programme and highlights the positive impact of targeted
process safety initiatives.
However, PGM Services had a challenging financial
performance in 2025/26, despite the benefits of higher
metal prices and metal trading flow particularly in our
Precious Metals Management (PMM) business. Our US
refinery suffered elevated levels of operational losses, and,
given the high metal prices at which we recorded these
losses, this resulted in our operating profit falling by 20%.
The delivery of our asset renewal and operational excellence
programmes is well advanced in the US refinery, and we
expect losses to be significantly lower moving forward. A
large part of these improvements will be offset by higher
ongoing maintenance costs at our ageing refinery assets,
but we remain on track to achieve a 30% operating margin
by 2027/28, in line with our commitments, as the new
refinery in the UK is commissioned.
Meanwhile, with the management of working capital a top
priority for JM, we implemented plans to deliver significant
reductions in operating cost and inventory. PGM Services’
Accelerate programme, which is focused on production
efficiency, delivered targeted asset improvements across
several sites, leading to c.£15 million in operating
efficiencies during the year, and a significant reduction in
UK refinery backlogs at year end.
We continued to deliver for our customers as well,
particularly in chemicals thanks to our solutions orientation,
achieving an annual net promoter score of 52, up from 49 in
the previous year.
Refining capabilities
In the US, we won incremental new business which offset
the closure of an existing customer’s mine, and throughout
2025/26 our primary refining grew. It was also a good year
for refining in our secondary industrial sectors, and we
anticipate an uplift in the auto-scrap market in 2026/27.
We have identified a strong pipeline of volume opportunity
once our new Royston facility, the Third Century Refinery
(3CR), is completed. With a significant expansion of
production capacity, 3CR will increase the speed and
reliability with which we can process customers’ metal.
It will also deliver a step-change in technology to improve
safety, efficiency and flexibility, generating growth
opportunities while meeting demand for circular and
sustainable PGM use.
Ahead of 3CR coming online, our priority is to maintain
momentum and focus across our operations. In March
2026, PGMS Royston recorded its strongest-ever monthly
performance, processing record levels of platinum and
exceeding all financial and operational targets. These results
are a clear sign that our pre-3CR approach is working.
Products and partnerships
On the PGM Products side, we saw several interesting wins
and developments. In our chemicals business, we launched
a new product for aviation and generated strong sales in
energy. Our industrial products business also delivered
growth across many sectors, including wins in jewellery,
medical devices and nitro (gauze). Meanwhile, our life
science technologies (LST) business faced challenging
market conditions, but still won several new contracts.
Inone milestone deal, JM catalysts will be used to develop
next-generation cancer treatments.
In a major new market development programme, we
entered into a partnership with South African mining
companies, Valterra Platinum and Sibanye-Stillwater, to
explore new applications for PGMs. As part of our new
strategic focus, this multi-year initiative will help JM secure
and diversify demand. We will be tasked with pursuing
sustainable growth by continuing to innovate in PGMs,
generating future opportunities in clean energy, enhanced
emissions detection and reduction, new electronics and
other high-performance materials.
Looking ahead
A key objective for the coming year will be to stabilise and
improve our refining throughput. This will enable us to take
on higher volumes and further reduce working capital,
supporting continued strong profits that are expected from
our PMM trading business.
Operational stability, profitability and cash flow remain key
focus areas going forward. As such, getting 3CR online and
running smoothly will be our number-one priority. With 3CR
in play, we will further strengthen our leading market
position in PGMs.
Delivering value
for our
customers
+6%
increase in our
Net Promoter
Score
Our business continued
Platinum Group Metal Services
On track for capacity enhancement
and future growth
Platinum group metals (PGMs) are essential to many
sustainable technologies that underpin a wide range of
critical applications. These technologies are fundamental to
the global economy and modern society, with use in
smartphones, data centres, electronics, everyday
transportation and life-changing medicines. As such, they
go to the heart of JM’s redefined purpose: ‘metals that
matter, for a healthier world’. Within this core market,
Platinum Group Metal (PGM) Services is focused on
maintaining its leadership position and laying the ground
for future cash generation.
Our performance in 2025/26
PGM Services’ total recordable injury and illness rate (TRIIR)
demonstrated resilience for the majority of the year. Having
achieved a safety performance level in line with, and at
times ahead of the previous year for much of 2025/26,
weobserved an increase in incidents in the fourth quarter
resulting in a closing annual rate of 1.03 compared to 0.51
in 2024/25. Our priority remains the safety of our people
and a renewed focus on regaining the positive momentum
achieved through much of the year.
Johnson Matthey Annual Report and Accounts 2026 17Governance Financial statements Other informationStrategic report
Hydrogen Technologies
Building on a positive performance
Hydrogen has a crucial role to play in the global energy
transition, with the potential to decarbonise hard-to-abate
sectors such as industry, heavy on-road transport, shipping
and aviation. There are positive medium-term growth
prospects for electrolysers in Europe and China, which
require the finalisation of legislative frameworks to
create the infrastructure, subsidies and support needed
to drive these markets. However, automotive fuel cell
applications are no longer growing outside China,
contrary to earlier expectations.
In the US, the near-term picture for green hydrogen remains
challenging, with major withdrawals of investment in
sustainability technology. Hydrogen Technologies (HT)
is focusing on the most resilient areas of demand and
strengthening key partnerships in the growing electrolyser
market. We are also working to ensure the business is
structured to meet our commitment of reaching a cash flow
positive position in 2026/27.
1
Our performance in 2025/26
In 2025/26, HT’s safety performance marked a significant
improvement on the previous year. Our total recordable
injury and illness rate (TRIIR) closed at 0.29, down from
0.70 in 2024/25, with only one recordable accident in the
latter part of 2025. In the second half of the year, we
focused on ensuring all team members regularly engage
with our Take 5 initiative. Take 5 encourages staff to
consider safety before starting an activity, with the goal
of achieving ZeroHarm.
The year finished on a breakeven operating profit run rate,
demonstrating the impact of higher sales, tighter cost
control, increased operational discipline and continuous
improvement activities.
However, with projections of medium-term growth having
reduced further, and no expectation of any short-term uplift
in operating profit, we completed the impairment of the
majority of our HT assets.
Partnerships, products
and business development
Throughout 2025/26, we remained focused on scaling up
and delivering our next-generation product lines, while also
meeting our broader commercial, business development
and technology commitments.
Our team made particular progress in renegotiating supplier
contracts, resetting key partnerships and securing
strategicwins.
During the year, we finalised multi-year agreements with
major global manufacturers. In October, we secured a new
six-year supply agreement with a major fuel cell and
electrolyser manufacturer. In non-automotive fuel cells, we
agreed committed business with a leading stationary fuel
cell producer in Asia. Combined, these developments
guarantee substantial sales for the business into 2028/29,
providing greater forward visibility and demonstrating
confidence in our technology.
While customer demand is varying due to market
conditions, our long-term agreements reflect the strength
of our offer and our ability to support partners as the
hydrogen economy evolves. Indeed, during the year our
net promoter score increased significantly to 52, up from
19 in the previous year, underlining our strong support
forcustomers.
Pathway to profitability
2025/26 marked a major step on our pathway to
profitability. We made significant progress in rightsizing the
business through reduced R&D spend and overhead costs,
while adjusting our development programmes to fit the
needs of the market.
We focused on maintaining the R&D resources necessary to
continue developing products and supporting customers,
with a view to capitalising on the growing electrolyser
market. Our aim is to ensure that, when the market for
green hydrogen picks up again, we have the relationships,
products and capabilities to build on our expertise and
realise our profit potential.
Looking ahead
Reaching a cash flow positive position in 2026/27 will be a
key milestone for Hydrogen Technologies. Our priorities are
to continue our efficiency measures on our pathway to
profitability, while incrementally growing our business
through new opportunities in the electrolyser market.
51%
decrease in
operating losses
compared to
2024/25
Our business continued
1. Cash flow defined as underlying operating profit plus depreciation and amortisation
(EBITDA), less capital expenditure and net working capital movements.
Johnson Matthey Annual Report and Accounts 2026 18Governance Financial statements Other informationStrategic report
Consistency and continuity
in a time of change
2025/26 was characterised by consistent
and disciplined delivery as we met our
financial and commercial objectives while
accelerating our transformation – notably
the separation of Catalyst Technologies
(CT), which we are now running as a
standalone business in advance of its sale.
True to our course
We started to rebase the business in preparation for the sale
of CT in June 2025. This process accelerated in January when
we reshaped our leadership team with the establishment of
a new Chief Operating Officer (COO) function, which
provides greater continuity and strengthens our ability to
meet our long-term value and cash commitments.
As Chief Financial Officer (CFO), my focus is on ensuring we
remain true to our course; delivering the strategy we have
laid out over the last 12 months and completing the
reshaping of our business, including the functions directly
under my remit, to execute against our objectives.
Driving value and efficiency through the
sale of Catalyst Technologies
The operational separation of CT is already allowing us to
create a leaner, more efficient organisation as we sharpen
our focus on reducing overhead costs and working capital.
JM and Honeywell expect to complete the sale transaction
by the end of August 2026 for the agreed price of
£1,325 million. Once this is completed, we will return
£1 billion to shareholders via special dividends of
£800 million and the balance of £200 million through share
buybacks. We will use the surplus proceeds to lower our net
debt. However, with the cost of the compelling CORMETECH
Inc. acquisition, we now only expect net debt/underlying
EBITDA to fall to the level of 1.0 to 1.5 by 31
st
March 2029.
Alastair Judge
Chief Financial Officer
Chief Financial Officer’s statement
In accordance with standard accounting practice, we have
classified the CT business as ‘held for sale’ and CT is also
considered a discontinued operation. Its sale will ensure we
deliver substantial value back to our shareholders, in line with
our promises and priorities.
Solid performance, progressive improvement
From a financial performance perspective, in 2025/26 JM met
market expectations, delivering year-on-year improvement.
Revenue was £12,573 million, an increase from the prior year
driven by higher metal prices.
Underlying operating profit – excluding the impact of
platinum group metal (PGM) prices – grew 6%. Performance
was largely driven by cost efficiencies across the Group.
Average PGM prices increased during the year, with a benefit
to underlying operating profit of £24 million. Including the
impact of PGM prices, underlying operating profit grew 14%.
Clean Air operating profit grew 12% and the margin expanded
270 basis points to 14.5%. This was driven by efficiencies,
including reduced R&D and SG&A spend as well as benefits from
operational excellence and footprint consolidation. We continue
to target an operating margin of 16 to 18% for 2027/28.
PGM Services benefited from higher average PGM prices,
strong performance in our Precious Metals Management
(PMM) business and efficiency measures implemented across
the business, which more than mitigated the lower volumes
and one-off metal recoveries we expected. However, we also
recognised a £48 million operational metal loss following
completion of our biennial US refinery stocktake in the second
half of 2025/26, of which around half was driven by the
impact of the elevated price of metals on those losses. This led
to underlying operating profit declining 20%. We expect these
losses to reduce as we make ongoing investments and take
the learnings from our UK refinery where we have a dedicated
team improving operations and refinery outputs. Beyond that,
we remain on track for 30%+ operating margins as this
business moves out of its current transition phase in 2027/28.
Johnson Matthey Annual Report and Accounts 2026 19Governance Financial statements Other informationStrategic report
Chief Financial Officer’s statement continued
In Hydrogen Technologies (HT) we achieved underlying
operating profit run-rate breakeven in the fourth quarter,
with a major restructuring of our cost base. Indoing so,
we are ensuring the business will be cash flow positive
1
in
2026/27, while maintaining future growth optionality.
On a reported basis, operating profit decreased to
£161 million (2024/25: £454 million). The decline reflects
the absence of a £482 million profit on disposal recognised
in the prior year, principally related to Medical Device
Components. In the year, we incurred £192 million of major
impairment and restructuring charges, compared to
£327 million in the prior year.
The £192 million of major impairment and restructuring
charges comprised an impairment charge of £135 million
and restructuring charges of £57 million. The impairment
charge included a £121 million impairment to investments
in our HT assets across our HT and PGM Services businesses,
reflecting further slowdown in the development of the
hydrogen fuel cell and electrolyser markets.
Net debt (continuing) increased to £880 million as at
31
st
March 2026, compared to £810 million as at 31
st
March
2025. Net debt to EBITDA was 1.8 times (31
st
March 2025: 1.8
times). Our continued focus on working capital has delivered
an improvement of £135 million in the year, primarily due to
lower inventory and receivables in Clean Air. Our free cash
flow was a £168 million inflow, a material step-up from a
£64 million inflow in 2024/25. This improvement was
largely driven by underlying operating profit growth,
reduced capital expenditure and lower restructuring costs.
Agility and delivery in a challenging
global context
Overall, JM performed well and delivered solid results
against a challenging macroeconomic backdrop in 2025/26.
We continue to track external risks, including the volatile
and uncertain geopolitical situation. We are also increasing
our focus on supply chain flexibility, cost control and cash
generation to ensure we are well placed to perform in the
current environment.
We remain confident in the strategy we have laid out and
our ability to execute against it. We will respond as needed,
using the playbook we developed to manage global
economic uncertainties through repeated challenges from
2022 to2025.
Looking ahead
Through our hard work and disciplined execution in
2025/26, JM has established firm foundations going into the
new financial year.
The one area where we will not align with our forward
guidance is capex, which will be higher than anticipated in
2026/27 due to unforeseen overruns in the construction of
our new UK refinery following industrial action last year which
caused lower productivity. Ensuring the refinery remains on
schedule has led to significant incremental costs. We now
expect capex to come down to £120 million in 2027/28, rather
than in 2026/27. However, our short and long-term cash
delivery commitments are unchanged. Despite the higher
capex forecast for 2026/27, we remain fully focused on
delivering a sequential improvement in free cash flow through
2026/27 to achieve our target of £250 million in 2027/28.
Thismeans we are still well placed to return £200 million to
shareholders off the back of 2026/27 cashgeneration.
This is an exciting time to assume the role of CFO at JM. We have
a clear view of how we want to run the business going forward
and a generational opportunity, following the divestment of CT,
to set JM for the future and simplify the way we work.
The progress and improvements made in 2025/26 are
stepping stones to delivery on our targets for 2026/27,
2027/28 and beyond. The results in Clean Air margins, cost
and working capital management, and the consequent
improvement in free cash flow, are particular highlights and
demonstrate our progress, while the completion of our new
refinery in the UK will allow us to mirror this in PGM
Services. I look forward to working with my team, mysenior
leadership colleagues and the wider JM workforce to
continue executing against our commitments, maintaining
consistency and continuity on the journey ahead.
Alastair Judge
Chief Financial Officer
Financial performance review
Underlying results (continuing)
3,4
Reported results (continuing)
Year ended 31
st
March Year ended 31
st
March
2026 2025
5
% change
% change, pro forma
2
,
constant FX rates 2026 2025
5
% change
Revenue £m 12,573 11,022 +14
Sales excl. precious metals
6
£m 2,555 2,831 -10 -7
Operating profit £m 340 299 +14 +14 161 454 -65
Profit before tax £m 271 245 +11 91 403 -77
Profit after tax
7
£m 216 195 +11 (91) 310 -129
Basic earnings per share
8
pence 128.5 110.7 +16 (54.1) 176.0 -131
Ordinary dividend per share pence 77.0 77.0 –
Free cash flow
1
£m 168 64
Cash from operating activities £m 495 330
Net debt £m 880 810
Notes:
1. Free cash flow defined as net cash flow from operating activities (excluding disposal related costs) after net interest paid, net purchases of non-current assets and investments and
the principal elements of lease payments, adjusted to reflect the classification of Catalyst Technologies as a discontinued operation. 2024/25: £64 million inflow.
2. Pro forma financials exclude Catalyst Technologies (discontinued) and Value Businesses (divested) as shown on page 21.
3. Unless otherwise stated, sales and operating profit commentary refers to performance at constant exchange rates. Growth at constant rates excludes the translation impact of
foreign exchange movements, with 2025/26 results converted at 2024/25 average rates. In 2025/26, the translational impact of exchange rates on group sales and underlying
operating profit (continuing) was an adverse impact of £37 million, and nil respectively.
4. Underlying is before gain on significant legal proceedings, profit on disposal of businesses, share of profits or losses from non-strategic equity investments, major impairment and
restructuring charges, one-off tax transactions and, where relevant, related tax effects. For definitions and reconciliations of other non-GAAP measures, see pages 195 to 197.
5. 2024/25 is restated to reflect the classification of Catalyst Technologies as a discontinued operation following the agreed sale, and the group’s updated reporting segments where a
small business outside of the sale perimeter has moved from Catalyst Technologies to PGM Services.
6. Revenue excluding cost of precious metals to customers and the precious metal content of products sold to customers.
7. Underlying profit after tax is adjusted by £45 million for the effect of deferred tax asset not recognised following the agreed sale of Catalyst Technologies.
8. Based on weighted average number of shares in issue of 168.2 million in 2025/26 (2024/25: 176.0 million). Reduction due to share buyback programme from 3
rd
July 2024 to 12
th
December 2024.
1. Cash flow defined as underlying operating profit plus depreciation and amortisation (EBITDA), less capital expenditure and net working capital movements
Johnson Matthey Annual Report and Accounts 2026 20Governance Financial statements Other informationStrategic report
Financial performance review
Summary of underlying operating
results from continuing operations
Unless otherwise stated, commentary refers to performance at constant FX rates¹.
Percentage changes in the tables are calculated on rounded numbers.
Sales
(£ million)
Year ended 31
st
March
% change
% change,
constant FX rates2026 2025²
Clean Air 2,123 2,319 -8 -7
PGM Services 420 481 -13 -11
Hydrogen Technologies 71 60 +18 +18
Eliminations² (59) (66) n/a n/a
Sales (pro forma) 2,555 2,794 -9 -7
Value Businesses (divested)³ – 37 n/a n/a
Sales (continuing) 2,555 2,831 -10 -8
Catalyst Technologies (discontinued) 558 652 -14 -14
Eliminations (discontinued) (20) (13) n/a n/a
Total sales 3,093 3,470 -11 -10
Underlying operating profit
(£ million)
Year ended 31
st
March
% change
% change,
constant FX rates2026 2025²
Clean Air 307 273 +12 +12
PGM Services 119 151 -21 -20
Hydrogen Technologies (19) (39) n/a n/a
Corporate (67) (87) n/a n/a
Underlying operating profit (pro forma) 340 298 +14 +14
Value Businesses (divested)³ – 1 n/a n/a
Underlying operating profit (continuing) 340 299 +14 +14
Catalyst Technologies (discontinued) 44 90 -51 -51
Total underlying operating profit 384 389 -1 -1
Reconciliation of underlying operating profit to operating profit
(£ million)
Year ended 31
st
March
2026 2025²
Underlying operating profit (continuing) 340 299
Gain on significant legal proceedings⁴ 8 –
Profit on disposal of businesses⁴ 5 482
Major impairment and restructuring charges⁴ (192) (327)
Operating profit 161 454
Notes:
1. Growth at constant rates excludes the translation impact of foreign exchange movements, with 2025/26 results converted at
2024/25 average rates. In 2025/26, the translational impact of exchange rates on group sales and underlying operating profit
(continuing) was an adverse impact of £37 million, and nil respectively.
2. 2024/25 is restated to reflect the classification of Catalyst Technologies as a discontinued operation following the agreed sale, and
the group’s updated reporting segments where a small business outside of the sale perimeter has moved from Catalyst Technologies
to PGM Services.
3. Includes Battery Materials, Battery Systems and Medical Device Components which are all now divested.
4. For further detail on these items please see page 25.
Business reviews
Clean Air
Profit and margin growth driven by efficiencies
• Sales were down 7%, mainly reflecting weaker vehicle production in North American
heavy duty diesel and European light duty diesel. We also experienced market share losses
in light duty gasoline due to the phase out of customer platforms in Europe and weaker
platform mix in China
• Underlying operating profit grew 12% with a 270 basis points margin expansion to 14.5%,
driven by efficiency benefits
Year ended 31
st
March
% change
% change,
constant FX rates
2026
£ million
2025
£ million
Sales
Light duty diesel 991 1,049 -6 -5
Light duty gasoline 403 480 -16 -15
Heavy duty diesel 729 790 -8 -6
Total sales 2,123 2,319 -8 -7
Underlying operating profit 307 273 +12 +12
Underlying operating profit margin 14.5% 11.8%
EBITDA margin 17.7% 14.8%
Reported operating profit 284 234
Clean Air provides catalysts for emission control after-treatment systems used in light and
heavy duty vehicles powered by internal combustion engines.
Market commentary
In the year, both light and heavy duty internal combustion engine (ICE) vehicle production
declined slightly.
In light duty, declines in Europe and China were partly offset by good growth in India, whilst
the Americas grew slightly. Lower production in Europe and China was principally driven by
further battery electric vehicle penetration. European production was further impacted by
tariffs and increased imports from China.
Heavy duty saw good growth in Asia – particularly China and India – offset by a material
decline in the Americas, whilst Europe was broadly flat. In China, growth was driven by
pre-buy ahead of tighter enforcement of China VIb regulation and government scrappage
schemes. In India, production was driven by infrastructure spend as well as government
scrappage schemes. In North America, both Class 8 and Class 4-7 truck production declined,
driven by the impact of tariffs and uncertainty around the timing and final requirements of
the EPA27 (Environmental Protections Agency) emissions legislation. Some demand
recovery is forecast for 2026/27, supported by improved visibility of trade dynamics and
legislation, including EPA27 requirements.
Johnson Matthey Annual Report and Accounts 2026 21Governance Financial statements Other informationStrategic report
Financial performance review continued
Performance commentary
Sales
Sales were down 7%, mainly reflecting weaker vehicle production in North American heavy
duty diesel and European light duty diesel.
Light duty diesel
In light duty diesel, sales declined 5%, broadly in line with the global market. By region,
lower sales in Europe and North America were partly offset by good growth in China.
We have a large presence in European light duty diesel where sales declined in line with the
market, reflecting further penetration of battery electric and gasoline hybrid vehicles. In
North America, sales were impacted by a weaker platform mix with key customers. Good
sales growth in China was materially ahead of a declining market, as our largest customer
outperformed the market.
Light duty gasoline
Light duty gasoline sales were down 15%, underperforming the global market which
declined modestly. In Europe and China, we saw material sales declines. Alongside weaker
market production in these regions, we were also impacted by market share losses largely
due to the phase out of Euro 6 customer platforms and weaker platform mix in China.
Thiswas partly offset by growth in North America, slightly ahead of the market, driven by a
stronger mix.
Heavy duty diesel
Heavy duty diesel sales were down 6%, underperforming a slightly declining market. We saw
a material sales decline in North America, partly offset by growth in Europe and Asia.
In North America, our sales performance reflected weaker vehicle production, as well
as the phase out of a high value customer platform and weaker platform mix. In Europe,
weoutperformed a broadly flat market, mainly due to market share gains driven by
strong performance of customer platforms. In Asia, higher sales were driven by India,
largely reflecting better platform mix with our biggest customer and the ramp up of a
non-road platform.
Underlying operating profit
Underlying operating profit grew 12% and operating margin expanded 270 basis
points to 14.5%, driven by efficiency benefits. This included a c.20% reduction in R&D
and SG&A spend in the business as well as benefits from operational excellence and
footprint consolidation.
PGM Services
Sales and profit down materially
• Sales declined 11%. This reflected weaker performance in our refining business driven
by operational metal losses in our US refinery, whilst our trading business performed well
• Underlying operating profit declined 20% driven by a £48 million operational metal loss
in our US refinery, as well as reduced metal recoveries and lower refining volumes. This
was despite benefits from higher average PGM prices, strong performance in our trading
business and cost efficiencies
Year ended 31
st
March
% change
% change,
constant FX rates
2026
£ million
2025¹
£ million
Sales
PGM Services 420 481 -13 -11
Underlying operating profit 119 151 -21 -20
Underlying operating profit margin 28.3% 31.4%
EBITDA margin 34.8% 37.2%
Reported operating profit 64 69
Notes:
1. 2024/25 is restated to reflect the group’s updated reporting segments following the agreed sale of Catalyst Technologies, where a
small business outside of the sale perimeter has moved from Catalyst Technologies to PGM Services.
PGM Services is the world’s largest recycler of platinum group metals (PGMs). This business is
enabling the energy transition through developing new PGM applications and providing circular
solutions. PGM Services provides a strategic service to the group, supporting our other
businesses with security of metal supply and the manufacture of value-add PGM products.
Performance commentary
Sales
In the year sales were down 11% mainly driven by weaker performance in our refining
business, whilst our trading business performed well.
In our refining business, sales were down materially driven by the recognition of operational
metal losses following completion of our biennial US refinery stocktake in the second half of
2025/26. Process losses are a normal part of operations but they were significantly greater
than expected on this occasion, with the impact exacerbated as we recognised them when
PGM prices were elevated. We expect these losses to reduce in the near-term due to ongoing
investments, and the learnings from our UK refinery where we have a dedicated team
improving operations and refinery outputs. We also saw reduced metal recoveries linked to
our asset renewal programme and lower refining volumes, as expected. Sales were partly
offset by a benefit from higher average PGM prices.
Johnson Matthey Annual Report and Accounts 2026 22Governance Financial statements Other informationStrategic report
Financial performance review continued
Our trading business delivered a strong performance benefitting from increased trading
activity in a higher and more volatile PGM price environment. Average platinum, palladium
and rhodium prices increased 64%, 36% and 63% respectively compared to 2024/25. In our
products business, sales grew slightly. We saw higher sales to automotive customers, partly
offset by lower demand from pharmaceutical customers.
Underlying operating profit
Underlying operating profit declined 20%, driven by a £48 million operational metal loss in
our US refinery. We also experienced reduced metal recoveries and lower refining volumes,
as expected. This was partly offset by a £24 million benefit from higher average PGM prices
in our refining business, strong performance in our trading business and cost efficiencies.
Hydrogen Technologies
Achieved run-rate breakeven
• Sales grew 18%, largely driven by revenue recognised due to changes to volume
commitments from customers in fuel cells
• Smaller operating loss of £19 million, largely reflecting benefits from cost control actions
and higher sales. Significant half-on-half improvement (1H: £18 million loss, 2H:
£1million loss) with run-rate breakeven achieved in Q4, in line with guidance
Year ended 31
st
March
% change
% change,
constant FX rates
2026
£ million
2025
£ million
Sales
Hydrogen Technologies 71 60 +18 +18
Underlying operating loss (19) (39) n/a n/a
Underlying operating loss margin n/a n/a
Reported operating loss (108) (184)
In Hydrogen Technologies, we provide performance-defining components across the value
chain for fuel cells and electrolysers, including catalyst coated membranes (CCMs).
Performance commentary
Sales
Sales grew 18%, largely driven by fuel cells as we benefitted from revenue recognised due to
changes to volume commitments from our customers. This was partly offset by lower
volumes of fuel cell components. Electrolyser sales doubled, albeit from a small base, driven
by higher catalyst sales to our strategic partners.
Underlying operating loss
Underlying operating loss for the full year was £19 million, a material improvement
compared to a £39 million loss in the prior year. This largely reflected benefits from cost
control actions taken in 2024/25 as we restructured the business and reduced headcount,
aswell as higher sales.
Following an underlying operating loss of £18 million in the first half, we delivered a
significant sequential improvement in the second half (2H: £1 million loss) mainly driven by
increased revenue recognised due to changes to volume commitments from customers.
Weachieved run-rate breakeven in the fourth quarter, as guided.
Corporate
Corporate costs were £67 million, a decrease of £20 million from the prior year. Thismainly
reflected a year of reduced bonus accruals and lower professional fees, as well as a reduction
in functional costs.
Johnson Matthey Annual Report and Accounts 2026 23Governance Financial statements Other informationStrategic report
Financial performance review continued
Discontinued operations: Catalyst Technologies
Performance impacted by weaker demand in key end markets
• Sales declined 14%, impacted by a weaker market with lower first fill and refill catalyst
sales, and lower licensing income against a strong prior period
• Underlying operating profit down 51%, driven by lower sales and weaker mix
• Expect completion of the sale to Honeywell by end of August 2026
Year ended 31
st
March
% change
% change,
constant FX rates
2026
£ million
2025¹
£ million
Sales
Catalysts 491 547 -10 -10
Licensing 67 105 -36 -36
Total sales 558 652 -14 -14
Underlying operating profit 44 90 -51 -51
Underlying operating profit margin 7.9% 13.8%
EBITDA margin 8.8% 17.9%
Reported operating profit 1 84
Notes:
1. 2024/25 is restated to reflect the group’s updated reporting segments following the agreed sale of Catalyst Technologies, where a
small business outside of the sale perimeter has moved from Catalyst Technologies to PGM Services.
Catalyst Technologies targets high growth, high return opportunities in fuels and chemical
value chains. We have leading positions in syngas – methanol, ammonia, hydrogen and
formaldehyde – and a strong sustainable technologies portfolio. Our revenue streams are
licensing process technology and supplying catalysts.
Performance commentary
Sales
Sales declined 14%, reflecting lower sales in both Catalysts – which represents the majority
of sales – and Licensing.
Catalysts
Catalysts sales declined 10%, driven by both first fills and refills. First fill volumes were down
materially against a strong prior year in which several new plants came onstream in China.
In refills, we saw a mixed performance across our key segments. Formaldehyde and
methanol were impacted by lower demand from China, reflecting weak end markets and
timing of customer changeouts respectively, whilst petrochemical sales were also lower.
Thiswas partly offset by good growth in ammonia.
Licensing
Licensing sales – which are lumpy in nature – declined 36%. This largely reflected lower sales
from our existing core technology portfolio in China, against a strong prior year. In sustainable
technologies, sales were impacted by the deferral of final investment decisions. Whilst we saw
lower sales from low carbon hydrogen projects, this was partly offset by strong sales growth in
sustainable methanol and sustainable aviation fuel from new project wins.
Demand for sustainable technologies remains strong, and we continue to invest in R&D to
support the development of the business. In 2025/26, we won eight additional projects in
our sustainable technologies portfolio, demonstrating the good medium-term growth
opportunity in our Catalyst Technologies business:
• DG Fuels’ third sustainable aviation fuel facility – located in Minnesota, US
• USA BioEnergy’s Bon Weir sustainable aviation fuel plant in Texas, US
• Carbon Neutral Fuels’ e-fuels facility in the UK
• A large waste-to-liquid fuel plant in the US
• ETFuel’s e-sustainable aviation fuel plant – located in Teesside, UK
• Liquid Sunshine’s biomethanol plant in Guangxi, China
• Reolum Villadangos – Reolum’s second e-methanol project in Spain
• An e-methane project in China
Underlying operating profit
Underlying operating profit was down 51% driven by lower sales and weaker mix reflecting a
decline in Licensing sales which are higher margin.
Johnson Matthey Annual Report and Accounts 2026 24Governance Financial statements Other informationStrategic report
Financial performance review continued
Financial review – continuing operations
Research and development (R&D)
R&D spend (excluding Catalyst Technologies) was £140 million in the year, representing 4%
of sales excluding precious metals. This was down from £160 million in the prior year, largely
driven by reduced R&D spend in Clean Air and Hydrogen Technologies.
Foreign exchange
The calculation of growth at constant rates excludes the impact of foreign exchange
movements arising from the translation of overseas subsidiaries’ profit into sterling.
Thegroup does not hedge the impact of translation effects on the income statement.
Theprincipal overseas currencies, which represented 87% of the non-sterling denominated
underlying operating profit in the year ended 31
st
March 2026, were:
Share of 2025/26
non-sterling denominated
underlying operating profit
Average exchange rate
Year ended 31
st
March
% change2026 2025
US dollar 7% 1.34 1.28 +5
Euro 60% 1.16 1.19 -3
Indian rupee 9% 118.46 107.9 4 +10
Chinese renminbi 11% 9.52 9.21 +3
For the year, the impact of exchange rates decreased sales by £37 million. There was no
impact on underlying operating profit.
If exchange rates as at 21
st
May 2026 (£:US$ 1.34, £:€ 1.16, £:INR 129.03, £:RMB 9.12) are
maintained throughout the remainder of the year ending 31
st
March 2027, foreign currency
translation will have a £2 million adverse impact to underlying operating profit. A one cent
change in the average US dollar rate, a one cent change in the average Euro rate, a one
rupee change in the average Indian rupee rate, and a ten fen change in the average Chinese
renminbi rate would each impact operating profit by approximately £0.8 million,
£1.5 million, £0.3 million and £0.2 million, respectively.
Items outside underlying operating profit
Non-underlying income / (charge)
Year ended 31
st
March
2026
£ million
2025
1
£ million
Gain on significant legal proceedings 8 –
Profit on disposal of businesses 5 482
Major impairment and restructuring charges (192) (327)
Total (179) 155
Notes:
1. 2024/25 is restated to reflect the classification of Catalyst Technologies as a discontinued operation following the agreed sale.
During the year, the group settled an insurance litigation, receiving proceeds of £8 million.
Inaddition, the group recognised a £5 million profit on disposal driven by the completion of
disposal activities from the prior year.
There was a charge of £192 million relating to major impairment and restructuring costs,
comprising an impairment charge of £135 million and restructuring charges of £57 million.
The impairment charge includes:
• £88 million impairment to Hydrogen Technologies reflecting further slowdown in the
transition to hydrogen fuel cell and electrolyser technologies
• £38 million in PGM Services, with £33 million reflecting the impairment of assets linked to
the hydrogen fuel cell market and a £5 million impairment of assets relating to the closure
of our China refinery
• £9 million relating to Clean Air’s ongoing footprint consolidation
The restructuring charges of £57 million related to rightsizing the group, a one-off
termination cost for a US pension scheme and the closure of our China refinery.
Finance charges
Net finance charges in the year amounted to £69 million, up from £54 million in the prior
year. The increase of £15 million largely reflected benefits from hedging instruments and
interest on tax provisions in the prior year which did not repeat, as well as higher effective
interest rates due to the mix of funding.
Johnson Matthey Annual Report and Accounts 2026 25Governance Financial statements Other informationStrategic report
Financial performance review continued
Taxation
Excluding the impact of the agreed sale of Catalyst Technologies
1
, the tax charge on
underlying profit before tax for the year ended 31
st
March 2026 was £55million. This
represents an effective adjusted underlying tax rate of 20.3%, compared with 20.4%
in2024/25.
The effective tax rate on reported profit for the year ended 31
st
March 2026 was 200%.
Thisrepresents a tax charge of £182 million, compared with £93 million in 2024/25. The
increase largely reflected the impact of a £170 million deferred tax asset de-recognition as a
result of the agreed divestment of Catalyst Technologies.
We expect the effective tax rate on underlying profit for the year ending 31
st
March 2027 to
be 25 to 27%. This increase mainly reflects the impact of the agreed Catalyst Technologies
divestment on profitability in the UK and therefore the UK underlying effective tax rate.
Post-employment benefits
IFRS – accounting basis
At 31
st
March 2026, the group’s net post-employment defined benefit position, was a surplus
of £204 million. The cost of providing post-employment benefits in the year was £51 million,
up from £34 million in the prior year. This mainly reflected a £12 million past service credit
recognised in the prior year which did not repeat.
Capital expenditure
Capital expenditure (excluding Catalyst Technologies) was £216 million
2
in the year, 1.5times
depreciation and amortisation (2024/25: £303 million, 2.1 times depreciation and
amortisation). A key project in the year was investment in our new world-class PGMrefinery.
Balance sheet
Net debt as at 31
st
March 2026 was £880 million, compared to £810 million at 31
st
March
2025 and £971 million as at 30
th
September 2025. The increase in the year largely reflected
funding of our discontinued Catalyst Technologies business – including capital expenditure
– in line with the terms of the transaction. Net debt to EBITDA was 1.8 times (31
st
March
2025: 1.8 times, 30
th
September 2025: 2.0 times).
We use short-term metal leases as part of our mix of funding for working capital, which are
outside the scope of IFRS 16. Precious metal leases amounted to £366 million as at
31
st
March 2026 (31
st
March 2025: £202 million, 30
th
September 2025: £279 million).
Theincrease reflects higher metal prices.
Free cash flow and working capital
Free cash flow
3
was a £168 million inflow compared to a £64 million inflow in 2024/25.
Thismaterial step up year-on-year was largely driven by underlying operating profit growth,
reduced capital expenditure and lower restructuring costs.
Excluding precious metal, average working capital days (excluding Catalyst Technologies) to
31
st
March 2026 increased to 62 days compared to 52 days to 31
st
March 2025, mainly due to
the timing of VAT receivables.
Going concern
The group maintains a strong balance sheet with around £1.5 billion of available cash and
undrawn committed facilities. Cash generation was positive during the period with a free
cash inflow of £168 million. Net debt at 31
st
March 2026 was £880 million at 1.8 times net
debt to underlying EBITDA.
The directors have reviewed a range of scenario forecasts for the group and have reasonable
expectation that there are no material uncertainties that cast doubt about the group’s ability
to continue operating for at least twelve months from the date of approving these annual
accounts. In arriving at this view, the base case scenarios were stress tested to a severe but
plausible downside case which assumes lower demand across our markets to account for
further disruptions and recession, failure to deliver overhead cost savings and impact of the
Middle East conflict.
Additionally, the group considered scenarios including the impact from metal price volatility,
delays in key business projects, delivery of business-specific cost savings initiatives and
slowdown of operations in China. We have also considered the impact of a refinery shutdown
and major manufacturing plant shutdown for a prolonged period. Only when these scenarios
are all overlaid onto the severe but plausible scenario, do we see small breaches in our
financial covenants, which can be easily managed with various mitigations if required.
The directors therefore, having assessed various scenario forecasts, reasonably expect no
significant uncertainties about the group’s ability to operate for at least twelve months from
the approval date of these accounts, supporting a going concern basis.
Notes:
1. Adjusted by £45 million for the effect of deferred tax asset not recognised following the agreed sale of Catalyst Technologies.
2. Cash outflow of £239 million in the year relating to capital expenditure (continuing basis). Difference reflects movements in capital accruals.
3. Free cash flow defined as net cash flow from operating activities (excluding disposal related costs) after net interest paid, net
purchases of non-current assets and investments and the principal elements of lease payments, adjusted to reflect the classification
of Catalyst Technologies as a discontinued operation.
Johnson Matthey Annual Report and Accounts 2026 26Governance Financial statements Other informationStrategic report
Financial performance review continued
Group outlook for the year ending 31
st
March 2027
For 2026/27, we expect low to mid single digit percentage growth in group underlying
operating profit at constant precious metal prices and constant currency
1
. This is on a basis
that excludes Catalyst Technologies and Cormetech. Performance will be weighted towards
the second half.
In Clean Air we expect good growth in operating profit, with further margin improvement
driven by ongoing efficiency initiatives. This is based on external data which suggest a 3%
decline in global light duty vehicle production for 2026/27. In PGM Services we expect
operating profit to be in line with 2025/26. This reflects higher process loss provisions, lower
metal recoveries and higher maintenance costs relating to our current UK refinery, offset by
a reduction in operational metal losses in our US refinery
2
. InHydrogen Technologies, we
expect to be at operating profit breakeven
3
.
If PGM (platinum group metal) prices remain at their current level for the remainder of
2026/27, we expect a benefit of at least £25 million to full year operating profit compared
with the prior year
4
. At current foreign exchange rates, translational foreign exchange
movements for the year ending 31
st
March 2027 are expected to have a £2 million adverse
impact to underlying operating profit
5
.
For 2026/27, we expect to deliver a further improvement in free cash flow generation
6
.
Group capital expenditure is now expected to be higher at c.£230 million (previously
c.£140 million) to support delivery of our new PGM refinery in line with our committed
timelines. This increase will be fully offset by additional working capital efficiencies due to
significant progress already made, which will be further accelerated.
We expect the acquisition of Cormetech to complete at the end of June or in July 2026, and
the business to deliver strong operating profit growth in 2026/27 (2025/26 operating profit:
£12 million).
We remain mindful of the heightened geopolitical and macroeconomic uncertainty due to
the Middle East conflict. Whilst there was no material financial impact in 2025/26, our
performance may be impacted by the future impact on global demand, supply chains
andinflation.
Dividend
The board will propose a final ordinary dividend of 55.0 pence per share at the Annual
General Meeting (AGM) on 16
th
July 2026. Together with the interim dividend of 22.0 pence
per share, this gives a total ordinary dividend of 77.0 pence per share, maintained at the
same level as the prior year (2024/25: 77.0 pence per share). Subject to approval by
shareholders, the final dividend will be paid on 4
th
August 2026, with an ex-dividend date of
4
th
June 2026.
1. Baseline is underlying operating profit which excludes Catalyst Technologies and Cormetech: £340 million in 2025/26 as shown
onpage 21.
2. Operational metal losses in our US refinery were recognised in 2025/26. See further details on page 22.
3. Outlook commentary for Clean Air, PGM Services, Hydrogen Technologies and Cormetech refers to underlying operating profit and
assumes constant precious metal prices and constant currency.
4. Based on average precious metal prices in May 2026 (month to date). A US$100 per troy ounce change in the average annual
platinum, palladium and rhodium metal prices each have an impact of approximately £1.0 million, £1.0 million and £0.5 million
respectively on full year 2026/27 underlying operating profit in PGM Services. This assumes no foreign exchange movement and
takes hedging activities into account.
5. Based on foreign exchange rates as at 21
st
May 2026 (£:US$ 1.34, £:€ 1.16, £:INR 129.03, £:RMB 9.12).
6. 2025/26 free cash flow: £168 million inflow.
Johnson Matthey Annual Report and Accounts 2026 27Governance Financial statements Other informationStrategic report
Sustainability
at JM
The following
pages focus
on our approach
to sustainability
and our progress
towards our 2030
sustainability
targets.
Sustainability review
Sustainability is fundamental to JM’s strategy.
For over 200 years, our expertise in metal
chemistry has helped to solve some of the
world’s most complex challenges.
As expectations around sustainability continue
to evolve, we are adapting accordingly – taking
a pragmatic, agile and commercially grounded
approach to environmental, social and
governance (ESG) matters.
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A
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Climate
Nature and circularity
Safety
Diversity
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Unless otherwise stated, the non-financial information in this report includes the Catalysts Technologies (CT) business.
Our sustainability priorities — climate, nature and
circularity, safety, and diversity — are embedded into
how we operate, how we manage risk and how we
allocate capital. By integrating these priorities into
decision-making across the business, we strengthen
resilience, support innovation, and create long-term,
sustainable value for our customers, employees,
investors and wider society.
Johnson Matthey Annual Report and Accounts 2026 28Governance Financial statements Other informationStrategic report
Sustainability review continued
Our sustainability
this year
We have made Scope 3 data
transparency and accuracy
a key priority. In 2025/26 we
collected supplier-specific
product carbon footprints (PCFs)
from key suppliers for the first
time, enabling primary-data
reporting for 13% of our Scope 3
Category 1 emissions (excluding
platinum group metals).
Across our sites, we are
identifying opportunities to
upgrade ageing infrastructure in
ways that enhance both
reliability and sustainability.
At our Devon operations, for example,
upgrades to the cooling tower
leveraged hybrid cooling technology
and variable speed controls, enabling
reductions in energy and water
consumption, elimination of
redundant systems, and safety
improvements.
Johnson Matthey has
been recognised in
Britain’s Most Admired
Companies study,
achieving a
silver award
and ranking second in
the chemicals sector.
Received an
A score
in the CDP Supplier
Engagement Assessment
which evaluates our
performance on
governance, targets,
Scope 3 emissions and
value chain engagement.
Johnson Matthey Annual Report and Accounts 2026 29Governance Financial statements Other informationStrategic report
Our material topics
In 2024, we partnered with a third party to perform
our first double materiality assessment
1
. Our material
topics were identified as:
• Climate change
• Pollution
• Water
• Biodiversity
• Resource use and circular economy
• Own workforce
• Workers in the value chain
• Affected communities
• Consumers and end-users
• Business conduct
Further details can be found in the
Basis of Reporting on page 211.
Our approach
For more information on
sustainability at JM, including topics
listed below, please see our website
and QR code for our Sustainability
Performance Databook
• Alignment of our sales and R&D spend to the UN
Sustainable Development Goals (SDGs)
• Product stewardship
• Net zero by 2040 roadmap
• Health and wellbeing
• Labour and human rights
• Responsible sourcing
• Ethics and compliance
• Community investment
• Stakeholder engagement
• Life Cycle Assessment (LCA)
Sustainability review continued
Governance structure for sustainability topics
In addition to the internal stakeholders listed below, we engage with external stakeholders, such as
industry associations and non-profits, to ensure our sustainability strategy is built on a concerted approach.
See more on ourwebsite.
Societal Value Committee (SVC)
Attendees:
• Committee members
• External experts as required
Frequency: four meetings a year
Objectives:
• Act as a formal board governance
committee on sustainability
• Give direction and oversight of ESG
strategy, goals and performance
Board
Sustainability Council
Attendees:
• Sustainability managers
• Operations and commercial
sustainability leads
• Sustainability initiative owners from
global functions
Frequency: monthly
Objectives:
• Build and agree clear roadmaps to
strategic plans and targets
• Ensure delivery of roadmaps
• Discuss new and emerging topics
• Ensure stakeholder needs on
sustainability are proactively met
Business
Other internal stakeholders
Attendees:
• Sustainability champions
• Employee Resource Groups
Frequency: as required
Objectives:
• Encourage grassroots initiatives
• Elevate employee insights
Group Leadership Team (GLT)
Attendees:
• GLT members
Frequency: at least four updates on
sustainability-related topics a year
Objectives:
• Determine global sustainability
strategy and goals
• Monitor roadmaps and ensure
resources are in place to deliver
strategy and targets
GLT
Representation for
sustainability
topics in parallel
board
committees.
See more about
our committees
on pages 69 and
79 to 126
Sustainability
leaders by
business
andfunction
Other internal
stakeholders
1. Double materiality in ESG means companies must consider both how ESG issues
impact their business (financial materiality) and how their business impacts the
environment and society (impactmateriality).
Johnson Matthey Annual Report and Accounts 2026 30Governance Financial statements Other informationStrategic report
Governance
Given the nature of our business and the significant
influence sustainability has on our strategic direction,
sustainability-related risks and opportunities have been a
longstanding focus for our Board.
Within this focus area, climate-related risks and
opportunities are a key priority. Further details can be found
in our Task Force on Climate-related Financial Disclosures
(TCFD) report on pages 40 to 47.
Board and Committee oversight of
sustainability
The Board is responsible for setting the Group’s strategy and
overseeing its execution, including the annual budget and
business plans. As part of this process, the Board evaluates
sustainability-related risks and opportunities, including
when considering capital investments and new initiatives.
Sustainability responsibilities for the Board and its
committees are defined in the Matters Reserved for the
Board and the Terms of Reference for the Audit Committee
and the Societal Value Committee (SVC). The SVC provides
dedicated oversight of sustainability topics and meets four
times a year.
Together with the Nomination Committee, the Board
ensures it has the right balance of skills and experience,
including the sustainability and climate-related expertise
necessary for effective governance in these areas.
The Audit Committee reviews the assurance processes
supporting our non-financial metrics and assesses the
effectiveness of internal controls and risk management,
including sustainability and climate-related risks.
Sustainability review continued
The Remuneration Committee has incorporated three ESG
targets into the Group’s long-term Performance Share Plan
(PSP) for awards granted in 2022/23 and vesting in
2025/26: two climate-related targets and one Diversity,
Inclusion & Belonging target. Our senior leaders and
directors participate in this PSP. This reinforces our
commitment to nurturing a diverse, inclusive and engaged
organisation, helping us deliver on our purpose of metals
that matter, for a healthier world. Details of the PSP targets
set for 2026 can be found on page 105.
Information on SVC membership and activities in
2025/26 is provided on pages 93 and 94.
Further details on our non-executive directors’ skills and
experience are provided on pages 66 to 68.
See the Matters Reserved for the Board and Terms of
Reference for our committees within the Corporate
Governance Framework document on our website:
matthey.com/governance
Role of management
The Board delegates responsibility for day-to-day
management of the business to the Chief Executive Officer
(CEO); who holds overall accountability for sustainability.
The CEO is supported by the Sustainability Council and
sustainability leaders, who develop and drive our
sustainability strategy, goals and targets.
The Sustainability Council prioritises our sustainability
agenda and integrates it across the business. The council
provides updates to the GLT on sustainability strategy
implementation, including progress on key metrics,
emerging risks and opportunities.
Johnson Matthey Annual Report and Accounts 2026 31Governance Financial statements Other informationStrategic report
Goals Key performance indicators (KPIs) Baseline value 2030 target value
2025/26 performance,
Progress towards
target
(target met = 100%)
2024/25 value,
Progress towards
target
(target met = 100%)
Our goal:
Achieve net
zero by 2040
Reduction of 65% in Scope 1
and Scope 2 GHGemissions
See page 33
404,040 tCO
2
e 141,414 tCO
2
e 236,859 tCO
2
e
64%
246,533 tCO
2
e
60%
Reduction of 42% in Scope 3
GHG emissions from
purchased goods
andservices
See page 33
3,384,263 tCO
2
e 1,962,873
tCO
2
e
2,911,366 tCO
2
e
33%
3,098,366
tCO
2
e
20%
Our goal:
Conserve
scarce
resources
Recycled PGM content in
JM’s manufacturedproducts
of 75%
See page 35
70% 75% 73% 76%
Our goal:
Minimise our
environmental
footprint
Reduction in net freshwater
consumption of 25%
See page 36
1,831,362m
3
1,373,522m
3
1,437,974m
3
86%
1,491,569m
3
74%
Our goal:
Keep people
safe
Total recordable injury and
illness rate (TRIIR) for
employees and contractors
of 0.25
See page 37
0.79 0.25 0.47 0.36
ICCA process safety event
severity rate(PSESR) of 0.40
See page 37
1.18 0.40 0.63 0.83
Our goal:
Create a
diverse,
inclusive and
engaged
company
Employee engagement
score of 8.0
See pages 38 to 39
6.9 8.0 7.5
1
7.2
Female representation
across all
managementlevels
2
of 40%
See pages 38 to 39
30% 40% 32% 32%
1. Excludes CT business.
2. All employees whether they are a people manager or not, at a minimum compensation grade.
Our sustainability
targets for 2030
Our sustainability targets translate our long-term goals into
commitments that guide decision-making across the
organisation. By setting defined goals, we embed
sustainability into how we operate, invest, innovate
andgrow.
Following the announcement of the sale of our Catalyst
Technologies (CT) business, we have recalibrated our public
2030 targets to reflect our future portfolio. These targets
represent a robust interim position and may evolve as we
further enhance our understanding of post-transaction
performance data. This recalibration includes the
followingchanges:
• Our Scope 1 and 2 greenhouse gas (GHG) reduction
increases from 44% to 65% by 2030, ensuring we
maintain our ambition towards net zero in our
ownoperations.
• Our 2030 net freshwater consumption target changes
from a water intensity target to an absolute target,
ensuring continued focus on driving water efficiency
across our sites.
• While we will continue to monitor and report our total
hazardous waste produced, we will no longer maintain an
external target to reduce our hazardous waste by 50%
from the baseline by 2030.
Performance against these metrics is monitored and
disclosed in our Sustainability Performance Databook,
which provides additional detail and historical data.
Our GHG reduction targets for 2030 and our long-term
target of net zero by 2040 are approved by the Science
Based Targets initiative (SBTi). This places us on an SBTi-
validated 1.5°C pathway and positions us among a leading
group of global businesses aligned with limiting global
temperature rise to no more than 1.5°C.
Unless otherwise stated, the data in the 2030 targets table
relates to JM operations including CT.
Protecting nature and advancing the circular economy
Promoting a safe, diverse and equitable society
Protecting the climate
Sustainability review continued
For more data see our Sustainability Performance
Databook online: matthey.com/sustainability-databook
Johnson Matthey Annual Report and Accounts 2026 32Governance Financial statements Other informationStrategic report
Protecting
the climate
In line with our Company’s
purpose: ‘Metals that matter,
for a healthier world’, we have
committed to achieving net
zero emissions from our own
operations by 2040
For further information
You can read more about how climate change is
bringing opportunity and risks to our business in
our Task Force on Climate-related Financial
Disclosures (TCFD) report on pages 40 to 47
See our EHS policy, which applies to everyone
who works for us, at: matthey.com/ehs-policy
For our UK SECR see pages 48 to 49 and our
Sustainability Performance Databook:
matthey.com/sustainability-databook
For our SASB Index response see:
matthey.com/sasb-index
See our net zero by 2040 roadmap at:
matthey.com/sustainability/climate
For more information on our calculation
methodology see our Basis of reporting
on pages 211 to 215
For data see our Sustainability
Performance Databook:
matthey.com/sustainability-databook
Our goal:
Achieve net zero by 2040
We have confirmed our roadmaps to 2030 and are currently
reviewing our longer-term pathway. As part of this, we are
identifying and developing the full range of solutions
required to achieve net zero by 2040. For more information,
see https://matthey.com/sustainability/climate.
Our progress in 2025/26
In 2025/26 we delivered a 4% reduction in our Scope 1 and
2 greenhouse gas (GHG) emissions from the previous year,
which represents a 41% reduction since our baseline year of
2019/20. This reduction was driven primarily by a 7,389
tCO₂e decrease in Scope 1 emissions, resulting from a
combination of operational efficiencies and changes in the
product mix.
Our GHG emissions from Scope 3 purchased goods and
services in 2025/26 totalled 2,911,366 tCO
2
e, which is a 14%
reduction from our baseline year. This is a decrease from
3,098,366 tCO
2
e in 2024/25, reflecting changes in
purchasing behaviours and business requirements, as well
as greater coverage of supplier carbon footprint data.
Seepage 29 for more information.
90% of our total Scope 3 GHG emissions arise from indirect
purchased goods and services (Scope 3, category 1), of which
62% is attributed to precious metal mining activities. See our
Sustainability Performance Databook for more information.
We continue to work with partners to prioritise GHG
reduction opportunities to deliver our net zero target.
Energy efficiency and security
We have continued to drive energy efficiency across our
sites. Reducing the energy we consume, and increasing
efficiencies, continues to underpin our net zero journey.
Arange of projects and initiatives contributed to reduced
energy consumption this year, including equipment
upgrades, enhanced maintenance practices, and process
optimisation. Examples of projects contributing to energy
savings at our sites this year include:
• Installation of a new chiller at Bawal
• Upgrades to pollution control systems at Kitec and Devon
• Implementation of a hybrid cooling system at Devon
• Condensate reuse at Taloja
• Optimisation of furnace operations at Brimsdown
Sustainability review continued
Total greenhouse gas emissions
Total Scope 1 GHG emissions 6%
Total Scope 2 GHG emissions (market-based) 1%
Scope 3 – Total Scope 3 (Category 1)
Purchased goods and services GHG emissions
84%
Scope 3 – All other categories 9%
3,456,745
tonnes CO
2
e
Johnson Matthey Annual Report and Accounts 2026 33Governance Financial statements Other informationStrategic report
68%
of our electricity
consumption came
from certified
renewable sources
in 2025/26
Three of our largest manufacturing sites generate electricity
using combined heat and power (CHP) plants, improving
overall energy efficiency. Although these plants run off
natural gas, in 2025/26 our CHPs generated 34,618 MWh of
our total electricity, reducing our demand for grid electricity.
Renewable energy
This year 68% of our electricity consumption came
from certified renewable sources, compared to 71% in
2024/25. This decrease was due to an increase in our CHP
utilisation combined with a more general reduction in
grid-supplied electricity.
We have achieved our ambition of purchasing 60% of our
electricity from certified renewable sources by March 2025
and are on track to achieve 90% of our electricity from
certified net zero carbon sources by 2030.
Sustainability review continued
Energy mix
Non-renewable, grid-supplied electricity 8.62%
Certified renewable electricity from the grid 24.76%
Renewable electricity generated locally 0.59%
Natural gas used on site
Non-renewable steam procured
59.49%
2.76%
Other fossil fuels used on site
Fuel used on public roads by JM vehicles on company business
3.67%
0.11%
1,086,212
MWh
We continue to use green tariffs and recognised Energy
Attribute Certificates to ensure renewable electricity
consumption in regions such as Europe, India and China.
We explore Power Purchase Agreement opportunities in
regions where this procurement option is available. We also
benefit from on-site generation as part of the current
energy portfolio at a number of sites. In 2025/26 our
self-generated solar energy capacity totalled 492,773 kWh,
compared with 531,225 kWh the previous year. See our
Sustainability Performance Databook, which provides
additional detail and historical data.
Johnson Matthey Annual Report and Accounts 2026 34Governance Financial statements Other informationStrategic report
Sustainability review continued
Protecting
nature and
advancing
the circular
economy
We are committed to protecting
and restoring nature and using
natural resources responsibly across
our operations.
Circularity is fundamental to achieving
a net zero economy. As the world’s largest
secondary refiner of PGMs, we play a vital
role in keeping these critical metals in
circulation, helping to secure the supply
needed to meet both current and
future demand.
For further information
For data see our Sustainability
Performance Databook:
matthey.com/sustainability-databook
See our Nature Statement, available
at matthey.com.
Our goal:
Conserve scarce resources
JM helped to establish one of the world’s first circular
economies for platinum group metals (PGMs), and our use
of secondary (recycled) materials continues to significantly
reduce the emissions and environmental impacts associated
with the mining of these vital materials. Further details on
secondary PGM use can be found on page 4.
We are also extending our decades of recycling expertise to
new sustainable technologies that rely on PGMs, including
fuel cells and electrolyser stacks. These efforts will enable
a continuous, closed-loop supply of PGMs to support the
growing hydrogen economy.
Our progress in 2025/26
We set a 2030 target of 75% recycled PGM content in our
products. In 2025/26, recycled content was 73%, down
from 76% in 2024/25. The year-on-year decrease reflected
a combination of factors, including the cyclical timing of
refining outputs, which resulted in a higher proportion of
secondary inputs in 2024/25 carrying into early 2025/26,
aswell as scheduled production downtime that necessitated
increased use of externally sourced primary material to
meet customer demand. We expect this performance
metric to remain fluid as market flows of metal rise
andrecede.
Closing the PGMs loop to meet our customers’ evolving
sustainability demands remains our driver. We offer specific
customers across JM the option to purchase 100% recycled
PGM content through our mass balance approach. Our
HyRefineTM technology integrates both the PGM catalyst
and catalyst coated membrane (CCM) manufacturing
processes, recycling both the PGM and the ionomer together.
This enables us to provide our customers with a full service
offering.
My Green Lab Gold Certification
Our PGMS biocatalysis labs in Cambridge and Royston
were awarded the prestigious My Green Lab Gold
Certification, a globally recognised award for
outstanding progress in sustainable laboratory
practices. The award shows how our labs – as well as
our operations and products – are championing
sustainability in science. My Green Lab and its
certification programme, visit mygreenlab.org.
Earth Week
As part of our Earth Week celebrations, colleagues
were challenged to commit to a week-long
sustainability pledge, such as adopting a vegetarian
diet to lower their environmental footprint. Pledges
were received globally from 25 of our sites.
Johnson Matthey Annual Report and Accounts 2026 35Governance Financial statements Other informationStrategic report
Sustainability review continued
Our goal:
Minimise our
environmental footprint
We are committed to protecting the ecosystems around our
sites and minimising all our potentially harmful interactions.
Our global environmental, health and safety (EHS) policies,
processes and management system help us to maintain a
high level of environmental performance. All our sites are
assessed against these standards by our centralised EHS
audit team at least once every three years. 94% of our
manufacturing sites use environmental management
systems that are certified as meeting ISO 14001 standard,
as at 31
st
March 2026.
Minimising waste: reduce, reuse, recycle
We are committed to minimising waste generation and
recycling as much as possible. Waste from our operations is
always treated in line with local regulations. Beyond these
requirements, we are committed to disposing of it
responsibly and in a safe manner, working with specialist
treatment companies.
During the year, total waste sent off-site increased by 10%
compared with 2024/25, primarily due to reliability issues
affecting the Royston site effluent treatment plant and an
inventory clear-out. See our Sustainability Performance
Databook, available on our website, which provides
additional detail and historical data.
To support our efforts in this area, we continue to work with
third-party waste providers, looking for opportunities to
divert our waste away from disposal.
Using water responsibly
In 2025/26 our net water consumption decreased by 4%
compared with the previous year.
To understand where we should act first for the most
benefit, we use the World Resource Institute’s (WRI) Water
Risk Atlas tool to analyse usage at our sites. In 2025/26,
thetool identified 12 JM manufacturing facilities that are
located in regions with a high or extremely high baseline
water stress level. This means that they are at higher
risk of declining water availability or increased cost in
the future due to drought or groundwater table decline.
The12 manufacturing facilities accounted for 326,007 m
3
,
which is 23%, of our net freshwater consumption during
theyear.
We discharged 1.05 million m
3
wastewater in 2025/26,
compared to 1.00 million m
3
in the previous year, 94%
to municipal treatment plants and the remainder back
to its original freshwater source after treatment. We treated
0.9 million m
3
of wastewater on site, of which we recycled
34% back into our manufacturing processes instead
ofdischarging.
Across our operations we seek to minimise the chemical
burden in our wastewater discharged.
This year our net
water consumption
decreased by
4%
compared with
last year
Rainwater harvesting in Querétaro
Located in a high water-stress
region, the JM Querétaro site
avoided ~12.5% of mains water use
in 2025/26 through capturing and
using rainwater.
Johnson Matthey Annual Report and Accounts 2026 36Governance Financial statements Other informationStrategic report
Sustainability review continued
Promoting
a safe, diverse
and equitable
society
We depend on the talent and
dedication of our c.9,500
1
employees to deliver our purpose.
Supporting their fulfilment,
protecting their health and safety
and ensuring they return home safe
and well every day remain our
highest priorities.
For further information
See our EHS policy, which applies to everyone
who works for us, at: matthey.com/ehs-policy
For information on product stewardship, health
and wellbeing at work, human rights and ethical
standards, responsible sourcing, community
investment and stakeholder engagement see
our website and Sustainability Performance
Databook: matthey.com/sustainability-databook
See our Diversity, Equity, Inclusion and
Belonging Policy: matthey.com/DIEB
For more information regarding gender,
age and ethnicity of our people see our
Sustainability Performance Databook:
matthey.com/sustainability-databook
Our goal:
Keep people safe
We are committed to protecting the ecosystems within which
we work and which we serve. The nature of our business means
we operate complex chemical and metallurgical processes that
involve heavy machinery and hazardous materials. Delivering
metals that matter, for a healthier world, relies on our ability to
manage risks effectively and ensure the safe operation of our
manufacturing sites, laboratories and offices.
Take 5, the key element of our behavioural-based safety
programme, continues to drive positive improvements in
our EHS culture by equipping colleagues with a user-friendly
tool for considering risk in all aspects of their work. Take 5
lies at the core of all our safety engagements, campaigns
and Global Safety Days, which we have held for four
consecutive years. Through structurally embedded EHS risk
assessments and process hazard analyses, we also drive risk
elimination, reduction and mitigation across the Company.
In 2025/26, group EHS strengthened its second line of
defence by bolstering regional support for our facilities.
Thisincluded reinforcing regional teams who coordinate
and co-develop improvement programmes that address
common EHS and process safety issues. These teams also
work hand-in-hand with site teams to resolve local matters.
Our occupational health
and safety performance
Our total recordable injury and illness rate (TRIIR), covering
both employees and contractors, was 0.47, representing an
increase compared with the previous two years. This rise was
driven by a higher number of injuries from slips, trips and falls
in January and February 2026, as well as an increase in
ergonomic cases, alongside a reduction in office-based hours
2
worked due to organisational changes. JM’s new operating
model, together with the integration of standards, systems and
processes across natural workflows, will further strengthen the
safety of our work environments and support our people and
contractors in returning home safe and well every day.
We have had no fatalities since 2015.
TRIIR (employees and contractors)
Our process safety performance
Our International Council of Chemical Associations (ICCA)
Process Safety Event Severity Rate (PSESR) decreased from
0.83 in 2024/25 to 0.63 in 2025/26, representing a 24%
year-on-year reduction. There were two Tier 1
3
process
safety events during the year, unchanged from the prior
year. The reduction in PSESR reflects improved governance
of high-risk process safety scenarios, a clear focus on
severity reduction at key production facilities, and the
integration of the Group Process Safety team into the Group
EHS team. This integration strengthened site-level support
through regionally based process safety experts and
enhanced global, cross-functional alignment with
engineering, operational excellence and capital projects.
All our high hazard facilities have now been subject to a
formal group process safety audit within the last five years.
Global Safety Day 2025
Each year we dedicate an entire day to strengthening our
focus on safety. And each year, Global Safety Day is the
single most engaging event at all levels of our organisation.
In 2025/26, our fourth annual Global Safety Day was
dedicated to the theme of ‘Take Accountability: Drive
Safety’. Across JM everybody spent the day exploring how
personal accountability shapes safer outcomes – for
ourselves, our colleagues and our operations. Whether on
the plant floor, in the lab, in the office or off-site with
customers, our individual actions matter. The day included
interactive workshops and discussions, during which team
members shared personal experiences and familiarised
themselves with leading practices.
1. As at 31
st
March 2026, including CT business.
2. Office-based workers are less exposed to safety hazards and hence less likely to get
injured compared to, for example, plant-based workers.
3. A Tier 1 process safety event (T-1 PSE) is a loss of primary containment (LOPC) with
the greatest consequence as defined by American Petroleum Institute recommended
practice (RP) 754.
2025/ 26
0.36
0.36
2024/25
2023/24
0.47
At Johnson Matthey, we recognise that our people can
only deliver their best when they feel their best.
Mental health and wellbeing at work remain core to
our culture and our commitment to creating a safe,
inclusive and supportive workplace. See our website
for more details.
Johnson Matthey Annual Report and Accounts 2026 37Governance Financial statements Other informationStrategic report
Sustainability review continued
A fundamental belief in diversity,
inclusion and belonging
A key facet of high-performing teams comes from unique
perspectives across colleagues, achieved through their
different experiences, backgrounds, and characteristics,
unlocked by a culture of inclusion and belonging. This year
we have taken steps to ensure that diversity, inclusion and
belonging (DI&B) remains prevalent across JM, deeply
rooted in our culture, and integral to business success. This
includes resources and activities in support of our DI&B
roadmap, underpinning progress towards our sustainability
goals and commitments.
See our Diversity, Equity, Inclusion and Belonging Policy:
matthey.com/DIEB
Developing and attracting talent
Our partnership with Evenbreak, an award-winning
UK-based social enterprise job board, is an active example of
our ongoing intention to source and attract talent with a
diverse range of backgrounds. In addition to the recruitment
services provided, we harnessed the resources of our
external partners and ran interactive webinars throughout
the year to aide employees’ career development and sense
of inclusion.
Female representation at all management levels remained
at 32% when compared to the previous year, with the goal
of achieving 40% by 2030. Meanwhile, ethnic minority
representation at senior management level increased
slightly to 14%, versus 13% in the previous year, with Black
representation remaining at 0%. At the early career stage,
our 2025 global graduate intake was made up of 60%
female representation.
Within executive hiring, we implemented a DI&B standard
as part of every search process. As a result, we saw increases
in the diversity in senior management hiring, with 53% of
candidates placed being female, and 18% from an ethnic
minority background.
Our Elevating Women in Leadership programme ran for
its third year, supporting the development of future leaders
by equipping them with the skills to drive their careers.
Forthis, we were proud to be awarded the Leadership in
Diversity in Science-Led Industry award, by the Society of
Chemical Industry, recognising the programme’s impact in
encouraging a more equal, diverse and inclusive workforce.
Supporting the development of ethnic minority
leaders, 59 Black, Asian and ethnic minority colleagues
completed the McKinsey & Co. Connected Leadership
Development Program.
Our goal:
Create a diverse, inclusive
and engaged company
We are making progress in our efforts to create a more
customer-focused, agile and less bureaucratic company,
where our people can feel safe doing their job and
empowered to add value.
Building an engaged,
high-performance culture
To build an engaged workforce, we have developed yourSay,
our global employee survey. During the reporting period,
weconducted a small yourSay Pulse survey in October 2025,
as well as a full survey in March 2026.
For the full survey, participation, and accuracy, were high at
85%. The overall engagement score was 7.5
1
, an increase of
+0.1 on October, and a +0.3 increase compared to the same
time the previous year. The fact that we achieved these
improvements during a period of significant change is
testament to JM’s leadership and the resilience of
ourpeople.
The yourSay survey process provides many benefits. One of
the key elements is the practical insight front-line managers
gain on how to foster and improve engagement within their
own teams, through collaborative action planning, ongoing
feedback, recognition and development.
Since repurposing the survey in 2023, results consistently
demonstrate that discussions within teams take place, with
team members creating and following through on action
plans. In 2025/26 we introduced AI functionality for survey
comment analysis, helping managers to characterise and
summarise findings.
Against the backdrop of organisational change and
challenging market conditions, listening mechanisms to
evaluate and act upon employees’ inputs and feedback will
continue to equip our leaders with the insights they need to
build an engaged and productive JM workforce.
1. Excludes CT business
Johnson Matthey Annual Report and Accounts 2026 38Governance Financial statements Other informationStrategic report
Sustainability review continued
With a view to engaging frontline production and non-desk-
based employees, several sessions were held at our UK
Royston plant, and US West Deptford and Devon sites. These
provided the opportunity for attendees to gain a greater
understanding of DI&B and encourage participation in
future events. Insights were shared with corresponding
leadership teams towards driving further inclusion and
engagement with this population.
Disability inclusion
Following last year’s IT workplace review, we partnered with
Microlink – experts in adjustment and accessibility services
– to facilitate a cross-functional workshop and assess
strengths and opportunities for improvement in how we
support disabled employees to be their best at work.
The results of this have led to a six-month pilot with
Microlink providing workplace assessments,
recommendations for adjustments, and case management
services to UK employees, due to go live in the first quarter
of financial year 2026/27. Insights from the pilot will allow
us to implement improvements across the workplace
adjustments process and help inform the introduction of
similar initiatives in other countries.
Engagement score of 7.2 in March 2025
improved to
7. 5 /10
1
in March 2026
‘Belief in the JM strategy’ score improved
from March 2025 to March 2026 by
+0.3
to a score of 7.3/10
1
. See pages 10-11 for more
on our new purpose and strategy
Say Thanks:
99%
of all employees in JM have accessed
the portal and employees have received
eight recognition moments on average
through the year
1. Excludes CT Business.
Across both programmes, alumni now stand at over 100
colleagues, with further cohorts planned for next financial
year, where we will have an increased focus on supporting
post-programme growth, and quantifying its impact on
career progression.
Engagement and involvement
Our nine established Employee Resource Groups and global
DI&B ambassadors continued to strengthen engagement
with our DI&B agenda, running a series of virtual and
in-person events surrounding key themes and campaigns.
A panel session focused on men’s mental health formed
part of International Men’s Day, with participants and
leaders sharing their first-hand experiences, as well as the
launch of a new men’s mental health safe space group,
allowing employees to network, build community, and share
experiences in an open and confidential environment.
Johnson Matthey Annual Report and Accounts 2026 39Governance Financial statements Other informationStrategic report
Task Force on Climate-related Financial Disclosures
In an increasingly volatile environment,
where the effects of climate-change are
a growing risk to people and business,
it is critical that we understand how we
will manage climate-related risks, look
for opportunities in the change and
adapt as we move into the new JM.
Governance
The governance of our climate-related risks and
opportunities is aligned with our overall sustainability
governance structure, which is detailed in our sustainability
section. For more details of our sustainability governance
structure see pages 30 and 31.
The Board’s oversight of climate-related risks and
opportunities, together with the roles and responsibilities of
its committees and management, are described on page 69.
See also the Matters Reserved for the Board and Terms
of Reference for our committees within the Corporate
Governance Framework document on our website:
Matthey.com/investors/governance
For more details of our corporate governance structure,
role and outcomes see page 69
Strategy
Our new JM business strategy is based on our new purpose
of ‘metals that matter, for a healthier world’. This lies on the
foundation that the world is moving towards a more circular
economy, with products offering a lower environmental
impact and can be recycled. See more on pages 10-11.
Climate change can offer us business growth and
commercial opportunities through our products and
services, as well as some risks. However, the pace and
pathway to which the world will adapt to the impacts of
climate change is uncertain. See pages 4-5 for the key
trends that have influenced our business strategy.
So that we properly understand, and are resilient to, these
changes, we review climate change scenarios to frame the
ambiguities in our long-term business strategy of an
increasingly volatile and complex environment.
Climate scenarios for evaluating climate-
related risks and opportunities
Transitional climate scenarios are used by our businesses to
plan and stress test their strategy. They help to inform
strategic decisions, such as investments in capital projects
and R&D, or which new products to develop. We also use
physical climate scenarios to consider the resilience to
changing weather patterns of our own operations, those of
our strategic suppliers and our core supply routes.
Transition climate scenarios
Following the announced sale of our Catalyst Technologies
(CT) business, and the reshaping of our portfolio, we have
updated our approach to transition climate scenario modelling.
At the business level, the use of climate scenarios varies
depending on the degree to which the business is exposed
to climate-related risks and opportunities. For example,
thegrowth of our Hydrogen Technologies (HT) business
depends on how quickly green hydrogen production
expands and how rapidly fuel cells are adopted for both
mobile and stationary applications. This business therefore
stress-tests its assumptions against external climate-related
scenarios, combined with internal data to enable informed
strategic planning. Our base case scenario is aligned with a
global temperature rise of 2°C.
At Group level, our Strategy refresh conducted last year
modelled the impact of climate-related risks and
opportunities on our ten-year financial trajectory, including
sales, operating profit and cash generation. These risks and
opportunities included differentiated pathways towards the
electrification of light-duty vehicles, based on a range of
external forecasts, and differentiated assumptions on the
growth of global hydrogen production, based on a
combination of external data and in-house analysis.
Our disclosures are aligned with the TCFD Guidance
for All Sectors, as well as relevant supplementary
guidance for the Materials and Buildings sector, as set
out in section C of Annex: Implementing the
Recommendations of the TCFD (October 2021).
We have also considered the requirements of Sections
414C, 414CA and 414CB of the Companies Act 2006.
The disclosures presented in this report are intended
to meet these statutory requirements, and we provide
cross-references throughout to support transparency
and ease of navigation.
We continue to monitor developments in global
sustainability reporting standards, including the IFRS
Sustainability Disclosure Standards (IFRS S1 and S2),
and will evolve our disclosures accordingly.
Johnson Matthey Annual Report and Accounts 2026 40Governance Financial statements Other informationStrategic report
Task Force on Climate-related Financial Disclosures continued
Physical climate scenarios
Changing weather patterns as the climate warms may result
in physical risks to our locations and supply chains. We have
evaluated the exposure to these risks of all our locations,
with specific deep dives where needed, and those of our
strategic suppliers.
We used the Shared Socio-economic Pathways (SSPs),
the latest climate change modelling scenarios from the
Intergovernmental Panel on Climate Change (IPCC).
TheSSPs produce forward-looking climate data by
running climate models driven by assumptions about
future global GHG emissions, together with plausible
future socio-economic development metrics (economic
growth/GDP, demographics, land use and urbanisation), and
incorporating the likely implementation of adaptation and
mitigation measures.
The three SSPs we considered, for the locations of all our
own operations and those of our strategic suppliers, are
shown in the table below. Four time horizons were
considered – 2020 (our baseline), 2030, 2040 and 2050 to
identify the top hazards and how they are likely to change.
Scenario Assumed temperature increase (relative to 1850 – 1900)
SSP 1-2.6 Best estimate of 1.7°C warming by 2041 —
2060, and 1.8°C by 2081 — 2100
SSP 2-4.5 Best estimate of 2.0°C warming by 2041 —
2060, and 2.7°C by 2081 — 2100
SSP 5-8.5 Best estimate of 2.4°C warming by 2041 —
2060, and 4.4°C by 2081 — 2100
SSP 5-8.5 is an extreme scenario that is unlikely to arise, but
is useful for stress testing. We use it to test the resilience of
our key locations.
Identifying climate-related
risks and opportunities
We have established a cross-functional group to
annually review our climate-related risks and
opportunities and identify any new risks or
dimensions to be included in existing risks.
We utilise the information from our climate scenario
analysis and input from business leads and subject
matter experts, industry benchmarking, and our
company’s principal risks framework.
We believe our climate risks and opportunities are in
line with industry and legislative expectations.
Integrating those risks
Our climate-related risks are embedded in our risk
management processes, and tracked through our
enterprise risk management system to ensure a
systematic and consistent approach, with a specific
owner assigned to each risk.
The risks are reviewed by sustainability managers and
a cross-functional group, with any mitigating actions
monitored twice a year by the risk owners.
Many of our principal risks are directly related to our
climate-related risks, as referenced in our climate
impact tables, ensuring further integration in our
bottom-up risk management process.
Assessing those risks and
opportunities
We assess risk and opportunities along several
dimensions, including time horizon and financial
impact, where relevant.
Where possible, financial impact is measured in terms
of underlying operating profit in the short to medium-
term. We also use, where needed, external third
parties to evaluate physical climate risks at our
locations and those of our suppliers.
Managing those risks and
opportunities
The management and review of the climate-related risks
and opportunities is led by sustainability managers in a
cross functional group. The Societal Value Committee
(SVC), oversees the outcomes and changes to our
climate-related risks and opportunities assessment.
The risks may have a direct or indirect impact on our
principal and business risks and are therefore
managed alongside and integrated within the
enterprise risk management process.
All of our principal risks are reviewed formally, twice a
year by the GLT and the Board. For more information
on our risk management approach, please see pages
50 to 57.
Risk and opportunities management process
Johnson Matthey Annual Report and Accounts 2026 41Governance Financial statements Other informationStrategic report
Task Force on Climate-related Financial Disclosures continued
Our climate-related transition risks and opportunities
We have updated the potential climate-related impacts representing both risks and opportunities for the new JM business. These impacts are related to JM’s ability to develop and bring
solutions to the market, meeting the needs of our customers, lowering the environmental footprint of these solutions and protecting our reputation. We used our base case climate scenario
to evaluate these impacts in the short (0 – 3 years), medium (3 – 10 years) and long term (10+ years); each risk and opportunity has been labelled with a timeframe. These timeframes were
defined taking into account our financial planning horizons (see page 60) and climate change impacts.
1. Impact management activities described are all ongoing or have been implemented.
StrategicShort term Medium term Long term People Operational
Linked to principal risk 4 see page 54
Geopolitical, economic and market volatility
Description
JM may not accurately predict changes in customer
demand, or market trends, particularly as industries move
away from fossil fuels. There is also a risk of missing new
opportunities or responding to changes too slowly or
quickly. Rapid technological advancements, policy
uncertainty, and changing customer investment priorities
may further increase forecasting complexity and strategic
decision-making risks.
Primary driver of impact
Regulation
• Emissions standards for vehicles and phase-out of
internal combustion engines
• Government support and national strategies for
sustainable solutions (for example, green hydrogen),
including targets or mandates, production incentives,
or support to infrastructure development
Markets
• Shifts in customer preferences and demand
• Speed of technological advancements
Opportunities
• By effectively identifying and responding to shifting
market conditions, JM can strengthen resilience and
reliability for customers, defend and grow market share,
and identify opportunities
Specific product-related opportunities:
• Platinum group metal (PGM) technologies enabling the
energy transition, along with recycling solutions enabling
circularity
• Performance components for electrolytic hydrogen
generation
• Performance components for fuel cells
• Emission control catalysts for hybrid vehicles
• Emission control catalysts for hydrogen combustion
engines
Risks
• Inability to invest and scale up rapidly to meet demand
from new sustainable markets
• Uncertainty in the rate of market evolution and
technology adoption, including the penetration of
hydrogen technologies, which could affect profitability
• Reduced demand for existing emission control catalysts
for internal combustion vehicles
• Inability to optimise costs to ensure a sustainable
business model (that is, to reduce the price premium of
some new technologies)
• Ultimately, failure to anticipate market changes as society
transitions to net zero could lead to declining sales,
reduced profitability and weaker competitive position,
aswell as wasted investment and write-downs
Mitigations/management of impacts
1
• Closely monitoring the changing market environment
drivers including evolving government policy on
hydrogen, emissions standards, carbon taxation
andincentives
• Updating our climate scenarios at least once a year
to inform our strategic decisions
• Keep investing and innovating in the most promising
and highest return opportunities, making sure we have
products that differentiate us in all our markets
• Strengthened investment governance through a board
level Investment Committee
• Ongoing direct engagement with policymakers to
secure support for technologies and processes that our
customers are advancing, including hybrid vehicles and
green hydrogen.
• This impact is closely monitored alongside our principal
risk 4 (Geopolitical, economic and market volatility) and
is part of our global enterprise risk management system
Financial impacts (after management)
Impact on underlying operating profit could be high, as
most of our portfolio is dependent on the pace of the
energy transition and electrification. See pages 10-11 for
the key trends that have influenced our business strategy.
During the year, JM recognised an impairment in the HT
business (see page 159 for further details).
Changes since Annual Report and Accounts 2025
Title of climate-related impact has changed. Any major
changes to the risks and opportunities are due to the new
JM strategy (and divestment of CT business) and are
consistent with principal risk 4
Metrics to monitor impacts
• Total avoided GHG emissions avoided from customer
applications of our technologies
• % sales aligned with UN SDG 7 and SDG 13
• % R&D spend aligned with UN SDG 7 and SDG 13
Johnson Matthey Annual Report and Accounts 2026 42Governance Financial statements Other informationStrategic report
1. Impact management activities described are all ongoing or have been implemented.
Demand for low carbon manufacturing
Description
Any increase in demand for low carbon manufacturing is
dependent on regulation changes and market shifts; if we
do not adapt our operations and supply chain we risk
losing customers and our competitive advantage
Primary driver of impact
Regulation
• EU REDIII (mandates 42% of all industrial hydrogen
used in EU must be green by 2030)
• Carbon taxation mechanisms in countries of
operation for example, ETS and Carbon Border
Adjustment Mechanism
• Rules on recycled content of consumer goods and the
need for companies to declare the carbon footprint of
their products
Markets
• Shift in customer preferences and demand towards
products with a low carbon footprint
Opportunities
• Commercial advantage if we adapt our manufacturing
plants to low carbon operation faster than our
competitors
• Save future carbon taxation costs, which will reduce
operating costs and give us price advantage as schemes
become more widespread and expensive
• As the world’s largest recycler of secondary PGMs,
we could benefit from the increased demand for
goods with low carbon and/or recycled critical raw
material content
Risks
• We cannot transition our operations and supply chain
for net zero at the correct pace to meet customer
demand for low carbon products
• Loss of customers and failure to attract new
customers due to reputational damage if we
do not transition fast enough to cleaner energy
solutions in our operations
• Greater capital required to upgrade our assets
and site infrastructure to transition to low
carbon manufacturing
• Inability to engage suppliers to reduce Scope 3 emissions;
PGMs market conditions leading to an increased share of
primary PGMs used in our products
• Inability to access the alternative renewable energy
sources needed to reduce natural gas use in our
operations
• Loss of competitive advantage due to increased
costs to us and our suppliers of goods and logistics due
to carbon taxation on raw materials and fossil-fuel
derived energy
Mitigations/management of impacts
1
• We have set challenging 2030 GHG reduction targets, in
line with a 1.5°C trajectory, and published roadmaps to
decarbonise our manufacturing operations
• We are actively engaging with our suppliers to reduce
our Scope 3 emissions, and have defined our
Responsible Sourcing Principles
• We consider a shadow carbon price for our capital
investment decisions and the GLT considers
sustainability reviews of all investment decisions
of £5 million and above to help us make the right
choices for decarbonising our operations for net zero
• We regularly review global carbon pricing trends and
ensure our long-term scenarios are consistent with
different levels of carbon prices
• We monitor trends in customer requests for product
carbon footprint, Life Cycle Assessment (LCA) and
recycling information
• This impact is linked to our principal risk 4 (Geopolitical,
economic and market volatility) and is part of our global
enterprise risk management system
• Scope 1 and 2 target is linked to remuneration
(long-term incentives) for senior leaders (see pages
116 to 117)
Financial impacts (after management)
Exposure to direct carbon taxation on our manufacturing
operation is not forecast to be material in our three-year
viability period
Changes since Annual Report and Accounts 2025
Title of climate-related impact has changed. No major
updates required; mitigations and oversight remain
well-established.
Metrics to monitor impacts
• Total Scope 1 and Scope 2 (market-based) GHG
emissions (with target set for 2030)
• Total Scope 3 (Category 1) purchased goods and
services GHG emissions (with target set for 2030)
• Current and forecast direct exposure to carbon taxation
in 2030 for our operations
Task Force on Climate-related Financial Disclosures continued
StrategicShort term Medium term Long term People Operational
Linked to principal risk 4 see page 54
Johnson Matthey Annual Report and Accounts 2026 43Governance Financial statements Other informationStrategic report
Stakeholder expectations
Description
There is changing stakeholder expectations of corporate
climate strategy, commitment and performance; JM must
monitor this change to ensure we remain competitive.
Primary driver of impact
Markets
• Shift in stakeholder preferences towards companies
with climate-related commitments
Reputation
• Increased concerns or negative feedback
from stakeholders
Legal
• Exposure to litigation
Opportunities
• Developing and delivering robust climate strategy will
increase our business resilience, give a commercial
advantage and attract stakeholders (customers,
business partners, employees) who align with our
sustainability values
• Delivering our net zero commitment and science-based
targets will help us demonstrate sustainability
leadership, and increase our profile with new customers
and stakeholders
Risks
• Failing to meet stakeholders’ expectations when
developing climate-related strategy could damage our
reputation, could lose us our commercial advantage
and make it difficult to attract and retain employees
who align with sustainability values
• Climate-related commitments are increasingly
monitored by external and internal stakeholders. If our
plans are not deemed sufficiently detailed or credible
this could result in reputational damage
• Failure to meet our climate-related commitments could
affect business resilience, reduce our commercial
advantage and ultimately increase the risk of
stakeholder action/litigation
Mitigations/management of impacts
1
• We continue to monitor and manage the climate-
related expectations of our stakeholders through:
• Market scanning and benchmarking of climate-
related expectations to ensure the robustness of our
climate-related commitments
• Maintaining a regular dialogue with industry
associations and legal advisers on climate-related
expectations
• Direct dialogue with stakeholders on climate-related
expectations (for example, through employee
surveys, customer questionnaires, discussions with
investors)
• Ongoing advocacy and direct engagement with
policymakers to secure support for technologies and
processes that our customers are advancing, including
hybrid vehicles and green hydrogen.
• Our governance structure enables monitoring of our
climate strategy and performance up to board level
• We continuously develop and monitor roadmaps for all
our climate-related targets, setting intermediate targets
where appropriate
• Scope 1 and 2 target is linked to remuneration
(long-term incentives) for senior leaders (see pages
116 to 117)
• This impact is closely monitored alongside our principal
risk 4 (Geopolitical, economic and market volatility) and
is part of our global enterprise risk management system
Financial impacts (after management)
Impact on underlying operating profit could be high,
reflecting the growing regulatory focus on sustainability
reporting (for example, greenwashing claims)
Changes since Annual Report and Accounts 2025
Title of climate-related impact has changed. No major
updates required; mitigations and oversight remain
well-established.
Metrics to monitor impacts
• JM score on leading climate-related rating platforms
such as CDP Climate Score
• Progress towards our 2030 GHG emissions targets
Task Force on Climate-related Financial Disclosures continued
Linked to principal risk 4 see page 54
StrategicShort term Medium term Long term People Operational
1. Impact management activities described are all ongoing or have been implemented.
Johnson Matthey Annual Report and Accounts 2026 44Governance Financial statements Other informationStrategic report
Disruption to our operations
Description
Changes in our weather and climate could disrupt our
operations leading to damage to or loss of assets,
ultimately increasing our costs and possibly leading to
harm to our employees
Primary driver of impact
Acute physical risks
• Increased frequency, severity and variability of extreme
weather events and natural disasters
Chronic physical risks
• Environmental shifts and changes to climate conditions
Opportunities
• Competitive advantage by improving our business
resilience and controls through diligent climate-related
screening of assets, and integration with business
continuity plans
Risks
• Damage to our key sites, equipment or stock from
severe weather (wind, rain and drought) if any
increased risk is not effectively mitigated, leading to
disruption of supply to our customers
• Insurance of our sites could become inadequate or
more expensive if a site is at very high risk of weather-
related disruption
• Increased employee EHS incidents if sites are not
adapted to increased risk of heatwaves
Mitigations/management of impacts
1
• Having completed deep-dive physical climate risk
assessments at some of our most important
manufacturing sites, identified as being located in areas
with increased risk from climate change, this year we
have embedded this risk into our principal risks and
asset integrity programmes for all sites
• The physical risk assessments and associated action
plans are part of our global enterprise risk management
process, ensuring progress is tracked and reported and
the climate risk is integrated into individual site risk
management and risk ownership
• Integration of weather-related risks in business
continuity plans and follow-up action plans
• Climate change assessment considered as part of due
diligence for new investments for growth
• We use the WRI tool to monitor where clean water
availability could be at risk in the long term, see page
36 and the sustainability performance databook
• We regularly review the type and limit of insurance
available for climate risks to our portfolio
Financial impacts (after management)
High-level analysis of our ten most critical locations
shows that there is no material financial impact from
climate change risks on the quantifiable hazards
(flood and windstorm)
Changes since Annual Report and Accounts 2025
Title of climate-related impact has changed. No major
updates required; mitigations and oversight remain
well-established.
Metrics to monitor impacts
• Proportion of physical asset value exposed to a climate
change-related high or very high hazards by 2030
• % of manufacturing sites in water-stressed areas
Task Force on Climate-related Financial Disclosures continued
Our climate-related physical risks and opportunities
Changing weather patterns as the climate warms may result in physical climate-related impacts to our locations and supply chains. Risks include damage to our sites; disrupting production,
leading to loss of sales and increased costs, as well as posing a risk to our employees. It could also hamper our access to strategic raw materials through supply chain disruption, either at our
suppliers’ sites or in transit. On the other hand, changing weather patterns could lead to some positive opportunities to develop and adapt our locations and work closely with our suppliers.
These physical impacts can be grouped into two categories:
• Acute, which are extreme events such as tropical cyclones, thunderstorms, severe flooding events, droughts, heatwaves and wildfires.
• Chronic, which are gradual changes like rising sea levels that damage coastal property, or sustained changes to temperature and rainfall
These impacts are also evaluated in the short (0 – 3 years), medium (3 – 10 years) and long-term (10+ years) in the same way as the transitional risks and opportunities.
Linked to principal risks 3 and 6 see pages 53 and 55
StrategicShort term Medium term Long term People Operational
1. Impact management activities described are all ongoing or have been implemented.
Johnson Matthey Annual Report and Accounts 2026 45Governance Financial statements Other informationStrategic report
Disruption to our supply chain
Description
Changes in our climate and weather could disrupt our
supply chain hampering our access to critical materials
and services (including metals) leading to increasing
costs and reputational damage
Primary driver of impact
Acute physical risks
• Increased frequency, severity and variability of extreme
weather events and natural disasters
Chronic physical risks
• Environmental shifts and changes to climate conditions
Opportunities
• Increase in operational resilience through more
diligent and periodic screening of our suppliers’ assets
(for example, through integration with business
continuity plans)
• Engaging with our suppliers to help them evaluate and
manage climate-related risks of their manufacturing
sites could de-risk against climate-related disruptions
and enhance our relationships with suppliers
Risks
• Supply chain disruption could result in production
interruptions, delayed deliveries, increased
procurement and logistics costs, and reduced
ability to meet customer commitments.
• Prolonged supply chain instability may also
affect revenue, margin performance, customer
relationships, and JM’s ability to execute growth
strategies in priority markets.
• Insurance cover of suppliers is inadequate, and there
may be uncertainty over the level of climate-related
risk responsibility that will be assumed by suppliers
and/or JM
Mitigations/management of impacts
1
• This risk is linked to principal risk 8 (supply chain
resilience) and is integrated into the JM global
enterprise risk management process and supplier
partnering framework.
• We aim to annually review the physical climate risks
identified, supplier remediation plans and alignment
with company and category strategies
• Our approach in case of high risks related to climate
emergencies is to work with strategic suppliers to
integrate specific climate mitigating actions to improve
their resilience, or where this is not possible switch
to alternative suppliers
• Standardised supplier performance and risk
management processes are in place, including
due diligence, sustainability assessments, audits
and ongoing monitoring
• We ensure that the type and limit of our suppliers’
insurance is in line with our own risks and external
obligations
• Our emphasis/strategy on dual sourcing and localisation
enables us to have a more resilient portfolio
Financial impacts (after management)
Impact on underlying operating profit could be high, in
the case of an inability to receive critical materials and
services, leading to unscheduled downtime at multiple
sites, or prolonged downtime at a single site.
Changes since Annual Report and Accounts 2025
Title of climate-related impact has changed. No major
updates required; mitigations and oversight remain
well-established.
Metrics to monitor impacts
• Number of weather-related supply chain disruptions
Task Force on Climate-related Financial Disclosures continued
Linked to principal risk 8 see page 56
StrategicShort term Medium term Long term People Operational
1. Impact management activities described are all ongoing or have been implemented.
Internal carbon pricing (ICP)
We use a shadow carbon price in our capital investment business case assessment process. Although the ICP is not a real cost of the investment, it demonstrates what the impact would be of
the carbon taxation forecast for 2030 and beyond, and we use it to evaluate and compare potential investments. We expect the ICP to play an increasingly important role in influencing our
investment decisions, as carbon impacts come under increasing scrutiny from key internal and external stakeholders.
We are using the ICP for Scope 1 and 2 emissions for the asset when operational, with the option to extend this to Scope 3 in the future. We chose not to apply ICP to emissions related to
the development phase of the project itself, such as construction-related emissions, since such emissions are both short-term and generally minor in relation to the overall life of the asset.
The price applied in 2025/26 was £100/tonnes CO
2
e, with sensitivity analysis conducted at £50/tonnes CO
2
e and £150/tonnes CO
2
e.
Johnson Matthey Annual Report and Accounts 2026 46Governance Financial statements Other informationStrategic report
Task Force on Climate-related Financial Disclosures continued
Metrics and targets
The metrics and targets we use to help us manage our climate risks and opportunities are shown below (as identified in the climate impact tables on pages 42 to 46). The table shows the
climate-related impact that the metric is associated with, the 2025/26 performance and a description of how it drives our understanding and monitoring of the impact. Further performance
data for some of the metrics, including target information, historical data and progress, can be found in our Sustainability Performance Databook (SPD).
Climate-
related impact Metric title Baseline year Baseline value 2030 target
2025/26
performance How is the metric used to monitor the impact?
1 Total avoided GHG emissions from customer
applications of our technologies (tonnes CO
2
e)
1
2020/21 253,163 No target 2,274,248 To understand the environmental impact of our technologies
on society.
1 % sales aligned with SDG 7 and SDG 13 2022/23 8% No target 4% To understand our proportion of sales into sustainable technologies
1 % R&D spend aligned with SDG 7 and SDG13 2022/23 23% No target 19% To understand our R&D investment into sustainable technologies
2,3 Total Scope 1 and Scope 2 GHG emissions
(market-based) (tonnes CO
2
e)
1
2019/20 404,040 141,414 236,859 To monitor our progress towards reducing our GHG emissions from
our own operations
2,3 Scope 3 GHG purchased goods and services
(tonnes CO
2
e)
2019/20 3,384,263 1,962,873 2,911,366 By monitoring Scope 3 purchased goods and services, we can
assess how our suppliers will support the delivery of our Scope 3
reduction target and where additional efforts may be required
2 % recycled PGM content in our products 2021/22 70% 75% 73% To monitor the market demand for secondary PGMs
2 % net zero carbon electricity 2025/26 78% 90% 78% To monitor the progress towards increasing our % of net zero
carbon electricity
2 Potential exposure to carbon taxation in2030 2021/22 Not disclosed No target page 43 To monitor the risk of potential exposure to carbon taxation that
the business may be exposed to in 2030
3 CDP Climate score 2019/20 B No target A- To monitor our environmental disclosure performance and
compare to our peers/competitors
4 % physical asset value exposed to high or very
high weather-related hazards by 2030
2020/21 35% No target 38.5% To monitor the change in how much of our physical asset value
is exposed to high weather-related hazards
4 % of manufacturing sites in water-stressed
areas
2024/25 23% No target 23% To determine if our operations are located in regions that
are becoming increasingly affected by drought
5 Number of supply chain disruptions due to
severe weather
2020/21 Not disclosed No target 0 To monitor the number of supply chain disruptions that
are directly due to severe weather and how this changes over time
1. Metrics are linked to senior leaders’ remuneration via the long-term incentives. See pages 116 to 117.
Johnson Matthey Annual Report and Accounts 2026 47Governance Financial statements Other informationStrategic report
GHG emissions inventory (SECR reporting)
In line with the requirements set out in the UK Government’s guidance on SECR, the table below represents Johnson Matthey’s energy use and associated GHG emissions from electricity and
fuel in the UK (1
st
April 2025 through to 31
st
March 2026), calculated with reference to the Greenhouse Gas Protocol. For more data and basis of reporting please see our Sustainability
Performance Databook.
Scope 1 and 2 greenhouse gas (GHG) footprint and energy efficiency
2025/26 2024/25
% change
(global)
Units of Measure Global UK Global (excl UK) Global UK Global (excl UK)
Total Scope 1 GHG emissions tonnes CO
2
e 217,951 105,863 112,088 225,330 115,185 110,145 3%
Total Scope 2 GHG emissions (market-based) tonnes CO
2
e 18,908 1,122 17,786 21,204 1,076 20,127 11%
Total Scope 2 GHG emissions (location-based) tonnes CO
2
e 151,442 15,083 136,359 178,481 18,083 160,398 15%
Total Scope 1 and 2 GHG emissions (market-based) tonnes CO
2
e 236,859 106,985 129,874 246,533 116,261 130,272 4%
Total Scope 1 and 2 GHG emissions (location-based) tonnes CO
2
e 369,393 120,946 248,447 403,811 133,268 270,543 9%
Total Scope 1 and 2 carbon intensity (market-based) tonnes CO
2
e/tonne sales 2.5 8.5 1.6 2.5 9.8 1.5 1%
2025/26 2024/25
% change
(global)
Units of Measure Global UK Global (excl UK) Global UK Global (excl UK)
Total energy consumption MWh
1
1,086,212 309,289 776,923 1,126,108 329,651 796,457 4%
Total energy efficiency MWh/tonne
2
11.5 24.4 9.5 11.5 27.8 9.3 0%
1. Energy consumption is reported here in MWh, which is equal to 1,000 kWh. Total global energy consumption for 2025/26 is 1,086,211,629 kWh.
2. This is the total energy used by the business divided by amount of materials sold to customers.
UK Streamlined Energy and Carbon reporting (SECR)
Johnson Matthey Annual Report and Accounts 2026 48Governance Financial statements Other informationStrategic report
Scope 3 GHG emissions by category
Units of Measure 2025/26 2024/25 2023/24 2022/23 2021/22
Total Scope 3 (Category 1) Purchased goods and services GHG emissions tonnes CO
2
e 2,911,366 3,098,366 3,283,140 3,119,939 2,962,416
Total Scope 3 (Category 2) Capital goods GHG emissions tonnes CO
2
e 78,532 111,923 208,714 204,775 152,351
Total Scope 3 (Category 3) Fuel and energy-related activities GHG emissions tonnes CO
2
e 34,025 22,670 23,618 24,124 25,981
Total Scope 3 (Category 4) Upstream transportation and distribution GHG emissions tonnes CO
2
e 82,070 77,072 73,288 66,166 61,390
Total Scope 3 (Category 5) Waste generated in operations GHG emissions tonnes CO
2
e 3,147 2,937 3,826 3,981 5,186
Total Scope 3 (Category 6) Business travel GHG emissions tonnes CO
2
e 12,652 26,828 9,236 7,671 1,925
Total Scope 3 (Category 7) Employee commuting GHG emissions tonnes CO
2
e 17,587 13,689 15,435 13,627 13,517
Total Scope 3 (Category 8) Upstream leased assets GHG emissions tonnes CO
2
e 11,618 12,985 12,802 12,167 11,501
Total Scope 3 (Category 9) Downstream transportation and distribution GHG emissions tonnes CO
2
e 394 461 477 721 1,352
Total Scope 3 (Category 10) Processing of sold products GHG emissions tonnes CO
2
e 17,281 23,197 23,992 24,472 23,871
Total Scope 3 (Category 11) Use of sold products GHG emissions tonnes CO
2
e – – – – –
Total Scope 3 (Category 12) End of life treatment of sold products GHG emissions tonnes CO
2
e 11,192 14,234 15,950 14,351 20,206
Total Scope 3 (Category 13) Downstream leased assets GHG emissions tonnes CO
2
e 1,724 2,086 2,076 1,821 1,322
Total Scope 3 (Category 14) Franchises GHG emissions tonnes CO
2
e – – – – –
Total Scope 3 (Category 15) Investments GHG emissions tonnes CO
2
e 38,298 45,975 84,596 91,587 118,356
Total Scope 3 (all categories) GHG emissions tonnes CO
2
e 3,219,886 3,452,423 3,757,150 3,585,402 3,399,374
Five-year performance table
Units of Measure 2025/26 2024/25 2023/24 2022/23 2021/22
Total energy consumption MWh
1
1,086,212 1,126,108 1,206,508 1,203,247 1,270,929
Total energy efficiency MWh/tonne
2
11.5 11.5 11.5 11.6 12.0
Total Scope 1 and 2 GHG emission (market-based) tonnes CO
2
e 236,859 246,533 281,912 343,933 394,113
Total Scope 1 and 2 carbon intensity (market-based) tonnes CO
2
e/tonne sales 2.5 2.5 2.7 3.3 3.7
Total Scope 3 (all categories) GHG emissions tonnes CO
2
e 3,219,886 3,452,423 3,757,150 3,585,402 3,399,374
1. Energy consumption is reported here in MWh, which is equal to 1,000 kWh. Total global energy consumption for 2025/26 is 1,086,211,629 kWh.
2. This is the total energy used by the business divided by amount of materials sold to customers.
For more information on JM’s sustainability performance, please see our website and Sustainability Performance Databook
UK Streamlined Energy and Carbon reporting (SECR) continued
Johnson Matthey Annual Report and Accounts 2026 49Governance Financial statements Other informationStrategic report
Risk report
Operating globally exposes JM to a wide
range of risks and uncertainties that may
affect the delivery of our strategy and
overall performance. During the year, we
undertook a strategic reset, focusing on
our core competencies, redefining our
purpose and evolving our leadership and
organisational structure to support
improved efficiency, accountability and
execution. Managing risk effectively during
a period of heightened change is essential,
and our robust risk management framework
supports informed decision-making,
agility and resilience as we deliver our
strategic objectives.
Year in review
In 2025/26, we:
• Established a single Risk and Resilience team through the
integration of risk management, business continuity and
insurance activities. This strengthened JM’s ability to
identify threats and enhanced its capability to anticipate,
respond to and recover from disruptive events.
• Ensured continued engagement across the business
through a regular cadence of risk reviews, business
continuity training and scenario-based exercises.
• Achieved improved site engagement and a reduction in
the number of high-risk related actions, driven by
targeted risk engineering surveys.
• Enhanced board oversight of risk, reflecting the level of
strategic and organisational change during the year;
board oversight now includes review and validation of the
Group’s material risks identified for the purposes of
Provision 29.
• Enabled regular GLT and risk owner engagement,
including periodic reviews of principal risks, emerging
issues and targeted improvements to the risk
management process.
• Refined risk governance and aligned it to organisational
and leadership changes, ensuring clear accountability and
ownership of key risks at the appropriate level.
• Continued to evolve our risk and compliance platform,
JMProtect, supporting a more integrated view of risk
management activities, principal risks and the internal
controls framework.
Provision 29
Provision 29 of the UK Corporate Governance Code will
apply to JM for its financial year ending 31
st
March 2027.
Inanticipation of this, during the year, the Board and
management implemented a structured programme of
work to prepare for the introduction of Provision 29,
including the commencement of a dry run of the internal
controls framework and associated assurance.
This included the identification of the Group’s material risks
for the purposes of Provision 29 — those areas where the
failure of key controls could result in an existential threat to
the Group. This work was undertaken alongside, and aligned
with, the principal risk assessment to ensure a coherent and
consistent approach. A dry-run of material controls testing
is currently underway to identify operating effectiveness in
preparation for the Group’s first formal disclosure in 2027.
Sale of CT
The sale of CT presents a unique opportunity for JM to
reset its strategic direction and reshape its organisational
structure. As the completion of the transaction approaches,
the Group will need to manage transitional change alongside
the ongoing operation of the business. The Group’s risk
management framework remains focused on maintaining
operational stability and effective oversight during this
period of change.
Risk management and internal controls
framework
The Board has overall responsibility for overseeing JM’s risk
management and internal controls framework, including
reviewing its effectiveness in addressing principal and
emerging risks. The Audit Committee supports the Board by
overseeing the systems, processes and policies through
which risks are managed and internal controls maintained.
Our framework combines a top-down approach to
identifying principal risks, with a bottom-up process to
capture operational risks arising from the business.
Executive management is responsible for the identification,
assessment and management of risks within JM’s risk
appetite, with assurance over control effectiveness provided
through management self-assessment and independent
assurance activities.
Johnson Matthey Annual Report and Accounts 2026 50Governance Financial statements Other informationStrategic report
Risk report continued
Oversight of principal risks
Capital expenditure
Cyber attack/IT failure
Environmental, health and safety
Geopolitical, economic and market volatility
Innovation to drive business growth
Operational asset failure
Security of metals
Supply chain resilience
Talent, culture and engagement
Transformation delivery
Principal risks
Businesses/functions/
sites
Management controls and
internal control measures
Own and manage risks through
internal controls, mitigations
and control self-assessments.
Group Risk and Group
Internal Control
Specialist risk and control
functions
Define frameworks, monitor
compliance and provide
oversight and support.
Group
Assurance
Independent assurance
Provide independent assurance
and advice on control
effectiveness.
3 lines of defence
3
rd
line
Top down Bottom up
Governance
Board
Sets the tone for risk
management culture and
oversees JM’s risk
management and internal
controls framework.
Audit Committee
Oversees the effectiveness
of our risk management
framework and internal
controls.
GLT
Establishes and maintains
the risk management and
internal controls framework,
and monitors risks against
our risk appetite.
Group Assurance
function
Provides challenge and
insight on risk, control
design and adequacy
ofassurance.
Risk function
Monitors implementation and
effectiveness of mitigating actions
and alignment with risk appetite.
Businesses
Identify and review operational risks,
reporting key issues to the GLT.
Sites/functional areas/
programmes/projects
Identify and manage local risks and
review control implementation and
effectiveness.
Climate-related risks and opportunities
Climate-related risks and opportunities are considered as
part of JM’s overall risk management framework and are
addressed in collaboration with our Sustainability team,
inline with the Task Force on Climate-related Financial
Disclosures (TCFD) recommendations. Further detail is set
out in JM’s TCFD disclosures on pages 40 to 47.
Emerging risks and opportunities
Emerging risks and opportunities are developments or
events that could materially affect JM and its value
chain but are not yet reflected within our principal risk
landscape. They are identified through horizon scanning,
bottom-up input from our businesses and functions,
external developments and insight from assurance
activities. Emerging risks are assessed for potential
impact and timing and are monitored through JM’s risk
management processes. Where appropriate, they are
escalated, reflected within the risk register and, if they
become material, incorporated into our Principal Risks.
The following emerging risks and opportunities are
monitored:
1. Data integrity and assurance
Growing reliance on digital systems, third-party data and an
evolving cyber threat landscape all increase the risk of
inaccurate or compromised information, potentially
undermining decision-making and leading to reporting,
compliance and reputational impacts.
2. Sustainability transition
Rapidly evolving Environment, Social and Governance (ESG)
reporting requirements, clean technology shifts, recycling
innovation and environmental regulation may outpace JM’s
ability to adapt, creating strategic, compliance and
operational challenges and potential impacts on
competitiveness, investment and reputation.
3. Technology innovation
Rapid adoption of AI, machine learning and digital
technologies enhances efficiency and resilience but also
introduces emerging risks, including data security,
information accuracy and system reliability, alongside
increased competitive pressure from new entrants.
Strategic People Operational
1
st
line 2
nd
line
Johnson Matthey Annual Report and Accounts 2026 51Governance Financial statements Other informationStrategic report
Principal risks and uncertainties
Our principal risks are those that could materially affect JM’s performance, future prospects,
reputation or its ability to deliver against strategic priorities. The table below lists these risks,
together with a description of their potential impact, key mitigations, and changes from
previous annual reports.
During the year, the Board reviewed the Group’s principal risk landscape to ensure it
continues to reflect the external environment and how risks are managed in practice.
Aspart of this review, the previously separate Geopolitical and Economic and Market Factors
risks have been consolidated into a single principal risk, Geopolitical, Economic and Market
Volatility. This consolidation better reflects the interconnected nature of geopolitical
developments, macroeconomic conditions, market dynamics and competitive pressures,
andhow these factors collectively influence commercial outcomes and strategic decision
making. The underlying exposures captured by the two risks remain unchanged and
continue to be actively managed.
Each principal risk is sponsored by a member of the GLT and owned by management, with
regular review to monitor changes in risk exposure, the effectiveness of mitigating actions
and alignment with JM’s strategy and risk appetite.
Description
JM’s growth depends on the effective allocation, governance and execution of capital
expenditure. Delays, cost overruns, poor investment decisions, fraud or weaknesses in project
execution, controls and prioritisation could undermine expected value, leading to inefficient
resource use, reduced competitiveness and failure to meet market and customer needs. Once
delivery or control issues emerge, impacts can escalate rapidly and may be difficult to recover.
Impact
Failure to deliver key projects on time and within budget could slow growth, reduce
competitiveness and lead to financial losses. This may also limit the Company’s ability to scale
new technologies, expand into emerging markets and achieve its 2030 sustainability targets.
Persistently weak capital delivery could adversely impact investor confidence, limit future
investment capacity and reduce cash generation.
Opportunity
Ensuring efficient project execution, strong R&D translation and disciplined capital investment,
JM can accelerate growth, enhance innovation and strengthen its market position in high-
potential industries and maximise cash delivery. Improved prioritisation and governance of the
capital portfolio can support faster decision making, optimise resource allocation and reinforce
long-term value creation.
Mitigation
• Delivery of the 3
rd
Century Refining (3CR) project continues under enhanced governance and
oversight arrangements.
• Strengthened board and GLT oversight provides robust challenge on investment and capital
allocation strategy, major capital projects and execution risk, with a focus on returns, cash
generation and shareholder value.
• Learnings from previous capital projects continue to be incorporated, with insights embedded
into front-end planning and investment decision-making.
• Consistent project frameworks and delivery standards are embedded as a foundation for
effective capital governance and execution.
Changes since Annual Report and Accounts 2025
Risk scoring remains unchanged pending 3CR becoming operational. While 3CR has experienced
unforeseen overruns, these issues have been addressed and delivery momentum has improved
through closer collaboration with partners. In parallel, an integrated capex support function has
been established to strengthen oversight, prioritisation, governance and resource efficiency
across all projects, including IT.
Capital expenditure
Risk report continued
Risk stable Risk decreaseRisk increase
Risk type
Risk movement
Strategic People Operational
Link to strategic milestones
Increase Clean Air underlying operating margin to 16-18%
Operate new world-class platinum group metal (PGM) refinery
Increase employee engagement score to at least 7.2
Achieve operating profit breakeven and positive cash flow in HT
Improve customer net promoter score to greater than 41
Reduce Scope 1 and 2 emissions by 57%
Carve-out Catalyst Technologies following agreed sale
Improve ICCA process safety event severity rate to 0.60
GLT sponsor: Richard Pike, Chief Operating Officer
Principal risks key
ed h
2026 2025 2024
Read more about JM’s refreshed strategy on pages 10 to 12
Johnson Matthey Annual Report and Accounts 2026 52Governance Financial statements Other informationStrategic report
Cyber attack/IT failure
Description
A major work-related Environmental, Health and people/process Safety (EHS) event could result
from operational or project-related activities, process safety failures, asset integrity issues or
regulatory non-compliance, threatening JM’s people, operations, product portfolios and
reputation. JM operates complex sites where multiple hazards may be present, and in such
environments, incidents can arise from the interaction or accumulation of multiple factors
rather than a single point of failure.
Impact
Such an event could lead to serious injuries or fatalities, legal penalties, operational shutdowns,
financial losses, damage to the environment and damage to JM’s corporate reputation and
licence to operate. It could also result in long-term site remediation costs, reduced stakeholder
confidence and heightened regulatory scrutiny across the organisation.
Opportunity
By maintaining our EHS management framework, including clear differentiation between
occupational safety and process safety disciplines, JM can improve safety outcomes, support
regulatory compliance and reinforce its reputation as a responsible and trusted industry leader.
Focused investment in process safety capability, asset integrity, design standards and
governance, alongside continued development of safety culture and monitoring technologies,
can reduce the likelihood and consequences of high-impact incidents and support resilient and
compliant operations.
Mitigation
• Environmental, regulatory and reputational risks are monitored on an ongoing basis, with
mitigation plans in place.
• Our health and safety culture is supported through clear policies, systems, training and
auditactivity.
• Process safety hazards are identified, assessed and controlled through structured process
hazard review and asset integrity processes, with increasing focus on consistency of
application across sites.
• Implementation of product stewardship inventory management software supports the
identification and management of substances of concern and regulatory compliance.
• EHS and process safety risks are subject to senior management and board oversight, reflecting
their potential severity and complexity.
Changes since Annual Report and Accounts 2025
Overall risk exposure remains broadly consistent year-on-year. However, EHS and process safety
continue to receive heightened focus given the complexity of JM’s operations and the potential
severity of incidents. Action plans aimed at enhancing employee safety, process safety discipline
and environmental performance remain a priority across the organisation. ‘Safety first, always’
continues to reflect a fundamental behaviour expected of all employees.
For more information on our safety-related targets please see page 37.
Environmental, health and safety
Risk report continued
Description
JM faces risks related to its Information and Operational Technology (IT/OT), including the
increasing sophistication and frequency of cyber attacks, cyber-enabled fraud, data manipulation,
system failures or the inability to adapt technology to evolving business needs. Such events could
disrupt business continuity, compromise data integrity, enable financial or other fraudulent
losses, and impact regulatory compliance. As with all organisations, JM operates within an
increasingly volatile external threat environment, including heightened geopolitical tensions,
criminal cyber activity and AI-accelerated cyber attacks. Once a cyber or IT incident occurs,
impacts can escalate quickly and recovery may be complex.
Impact
A significant IT/OT failure or cyber attack could result in financial losses, operational downtime,
disruption to critical business activities, reputational damage and potential legal or regulatory
sanctions.
Opportunity
By continuing to strengthen cyber resilience, modernising IT/OT platforms, and maintaining
robust governance and compliance practices, JM can enhance operational resilience, protect
critical business capabilities and sustain the trust of customers, partners and other stakeholders.
Mitigation
• An ongoing programme of updates to core systems to reduce reliance on legacy technology
and improve resilience.
• Active horizon scanning and AI-powered threat intelligence monitoring are used to identify
and respond to emerging cyber risks and threat patterns.
• Focused cyber security policies, standards and access controls are in place.
• Ongoing cyber security awareness training supports employees in recognising and mitigating
potential threats.
• Regular cyber risk reporting and escalation processes ensure sustained senior management
and board engagement.
• Targeted resilience planning and testing activities are undertaken to support the continuity of
critical business operations following a cyber or IT incident.
Changes since Annual Report and Accounts 2025
The external cyber threat environment has continued to deteriorate, driven by geopolitical
instability and increased criminal activity, contributing to an upward risk trend. However, the
programme of improvements delivered and underway during the year, including the use of
AI-powered cyber defence tools, means that the overall risk position remains unchanged.
JMcontinues to prioritise cyber resilience and monitoring in response to ongoing
externaldevelopments.
2026 2025 2024
da e
gf h
GLT sponsor: Alastair Judge, Chief Financial Officer GLT sponsor: Richard Pike, Chief Operating Officer
20242026 2025
Johnson Matthey Annual Report and Accounts 2026 53Governance Financial statements Other informationStrategic report
Risk report continued
Description
A failure to develop and scale competitive and cost-efficient solutions, including products and
technical services, that align with evolving customer needs and market trends. This includes
challenges in identifying customer expectations, translating insight into prioritised and
commercially focused R&D, executing innovation at the required pace, optimising solutions
for cost and manufacturability, and scaling new technologies for industrial applications in a
timely manner.
Impact
If JM’s offerings do not meet future market or customer requirements, the Company could lose
market share, experience a weakening of competitive position and brand, and struggle to deliver
growth ambitions in key end markets. Delayed or misaligned innovation could also result in
foregone revenue opportunities and inefficient deployment of capital.
Opportunity
By successfully anticipating customer needs and executing innovation quickly, efficiently and at
scale, JM can strengthen its market position, enhance brand value and expand into high-growth
and strategically important industries. A strong customer-led innovation pipeline can support
differentiated solutions, improved returns on investment and sustained growth.
Mitigation
• Differentiated portfolio management and investment approaches to support both mature and
growth businesses appropriately. This includes the use of New Product Introduction processes
to ensure effective execution to generate value from R&D investments.
• Use of scenario analysis, technology scanning and collaboration with external partners to
identify, prioritise and accelerate innovation opportunities.
• Strong relationships with customers and suppliers continue to be leveraged to ensure
innovation activity is focused on commercially relevant, scalable and cost-effective solutions.
• Strategic external partnerships, including collaboration with PGM miners, support the
development and industrialisation of new applications and incremental demand.
• Cross-functional collaboration, secondments and targeted capability development strengthen
integration between technical, operational and commercial teams, enabling faster and more
disciplined execution.
Changes since Annual Report and Accounts 2025
Despite increasing market and competitive pressures, the overall risk rating remains unchanged.
This reflects the continued strength of the innovation pipeline, ongoing customer engagement
and the role of partnerships in supporting execution and commercialisation.
Innovation to drive business growth
2026 2025 2024
ba e
Description
JM’s global footprint exposes the business to geopolitical and macroeconomic volatility, including
conflicts, trade disputes, sanctions, protectionist policies, pandemics and economic instability in
key markets. These external factors can also rapidly reshape competitive dynamics, pricing, cost
structures and market access, particularly where competitors operate under different regulatory
regimes, benefit from state support or move quickly to capture market share. In an increasingly
volatile and uncertain environment, JM faces heightened risks in anticipating customer demand,
allocating investment and making timely commercial and strategic decisions, often under time
pressure and with incomplete or rapidly changing information.
Impact
Geopolitical and economic volatility may disrupt operations, increase costs, strain supply chains
and reduce customer demand, while also intensifying competitive and pricing pressures across
key end markets, including automotive. These conditions could adversely affect revenue,
margins, cash generation and market share, delay strategic initiatives and increase the risk of
sub-optimal investment decisions or missed commercial opportunities.
Opportunity
By actively monitoring and responding to external developments, engaging closely with
customers, partners and policymakers, and maintaining disciplined, agile decision-making,
JMcan strengthen resilience and reliability for customers, defend and grow market share and
identify opportunities arising from shifting market conditions. An effective response to volatility
can support sustained competitiveness, improved capital allocation and long-term value creation.
Mitigation
• Active engagement with governments and regulators in the US, Europe, China and other
jurisdictions to support strategic partnerships and influence policy development.
• Execution of a global tariff strategy across all geographies in which JM operates.
• Ongoing engagement with policymakers to support technologies and processes being
advanced by JM’s customers, including hybrid vehicles and green hydrogen.
• Application of a ‘China for China’ approach where appropriate, alongside localisation and
diversification of supply chains, to address regional competition and regulatory complexity.
• Continuous monitoring of geopolitical, macroeconomic, policy and market developments to
inform timely pricing, commercial and investment decisions, supported by strengthened
governance and oversight.
Changes since Annual Report and Accounts 2025
This principal risk reflects the consolidation of the previously reported Geopolitical and
Economic and Market Factors risks, providing a more integrated representation of how external
geopolitical, macroeconomic and market dynamics are assessed and managed. Since the prior
year, the overall risk profile has increased, reflecting persistent geopolitical instability, economic
uncertainty and intensifying competitive and pricing pressures across global markets. These
external market dynamics also contributed to the Hydrogen Technologies impairments, driven
by heightened demand volatility compared with the prior year.
Geopolitical, economic and market volatility
20252026 2024
GLT sponsor: Liam Condon, Chief Executive Officer GLT sponsor: Elizabeth Rowsell, Chief Technology Officer
ba c h
Johnson Matthey Annual Report and Accounts 2026 54Governance Financial statements Other informationStrategic report
Risk report continued
Description
Failure of one or more critical operational assets could disrupt JM’s supply chains, operational
performance and reputation. This risk is heightened by ageing infrastructure in certain parts of
the business, including refining assets within PGMs, and by limited redundancy while major
replacement capacity, such as 3CR, is under construction. This risk also includes the growing
impact of climate-related physical events, such as extreme weather and natural disasters.
Impact
An asset failure could lead to production delays, increased operational and maintenance costs,
accumulation of work-in-progress and inventory backlogs, reduced investor confidence and
potential reputational damage. Prolonged or repeated outages could constrain cash generation,
increase working capital requirements and adversely affect customer service and margins.
Opportunity
By investing in asset resilience, maintenance discipline and targeted capacity replacement, JM
can improve operational reliability, reduce long-term costs and support more predictable
delivery performance. Successful delivery of major replacement projects can materially reduce
asset risk over the medium term and strengthen the resilience of core operations.
Mitigation
• Targeted capability and competency improvements at JM sites to manage engineering and
operational risks associated with ageing and heavily utilised assets.
• Strengthened risk management processes to ensure operational asset risks are identified,
assessed and mitigated consistently across JM, with a focus on minimising the duration and
impact of unplanned outages.
• Prioritisation of critical asset investment based on risk exposure, concentration and
operational criticality, including interim mitigations during periods of constrained capacity.
• Maintenance standards enhanced to improve consistency and reliability across sites.
• Climate-related physical risk assessments conducted at key sites in line with TCFD
recommendations to strengthen resilience against environmental risks.
Changes since Annual Report and Accounts 2025
This risk remains elevated, reflecting the ageing profile of certain critical operational assets and
the ongoing transition to future replacement capacity. Mitigation activities continue to focus on
maintaining operational stability, managing asset reliability and prioritising critical investments.
Operational asset failure
2026 2025 2024
da h
GLT sponsor: Richard Pike, Chief Operating Officer GLT sponsor: Simon Price, General Counsel and Company Secretary
Description
JM faces security and fraud risks arising from the high intrinsic value and physical movements of
precious metals across its operations, sites and supply chains. These risks include internal theft,
fraudulent activity, organised and opportunistic criminal behaviour, and weaknesses in metal
control and reconciliation, which may be amplified by elevated and/or volatile metal prices.
Exposure varies across the business depending on operational models, geographic locations and
custody arrangements.
Impact
A significant failure in metal security or control could result in financial loss, operational
disruption, adverse working capital impacts and reputational damage, undermining stakeholder
confidence and JM’s licence to operate. Such failures may also expose employees to heightened
personal safety and security risks, including potential targeting by organised crime groups.
Opportunity
By strengthening security governance, metal control disciplines and threat awareness, JM can
protect high-value assets, maintain financial integrity and reinforce its reputation as a trusted
and responsible custodian of precious metals.
Mitigation
• On-site security capabilities continue to be enhanced through partnerships with specialist
technology and security providers.
• Precious metal holdings are safeguarded through robust security management systems,
standards and oversights.
• Heightened leadership focus on metal security supports, clear accountability and timely
escalation of emerging risks.
• Metal control and reconciliation improvement plans are maintained across business units.
• Strategic planning considers metal inventory positioning and custody arrangements in line
with risk exposure and market conditions.
• Awareness programmes and targeted training reinforce understanding of metal security risks
and individual responsibilities.
Changes since Annual Report and Accounts 2025
External threat levels have continued to increase, in part reflecting sustained high metal prices
and broader geopolitical instability, which can heighten the attractiveness of precious metals to
organised and opportunistic crime. In response, security and metal control arrangements
continue to be reviewed and reinforced, with a focus on ensuring controls, oversight and
accountability remain appropriate to the evolving threat environment.
Security of metals
ba d
2026 2025 2024
Johnson Matthey Annual Report and Accounts 2026 55Governance Financial statements Other informationStrategic report
Risk report continued
Description
The success of JM’s strategy depends on the ability to attract, retain and engage a skilled and
motivated workforce, supported by effective leadership and a strong, aligned culture. Recent
organisational change and structural realignment have increased the demands on employees
and leaders, as we have streamlined ways of working and reduced workforce capacity. There is a
risk that change fatigue, reduced engagement, loss of key talent or insufficient cultural buy-in
could limit the organisation’s ability to execute strategic priorities effectively.
Impact
If talent risks are not managed effectively, JM could experience lower productivity, reduced pace
and quality of execution, weaker collaboration and decision-making, as well as challenges in
sustaining performance. Insufficient engagement or cultural alignment could undermine
delivery of transformation initiatives, increase attrition risk and weaken JM’s competitive
position over the short to medium term.
Opportunity
By reinforcing and embedding its purpose and behaviours. Through supporting employees
through change, JM can build a more engaged, resilient and high-performance culture. Clear
leadership, consistent communication and investment in capability development can strengthen
commitment to the ‘new JM’, enable faster execution and support delivery of strategic objectives.
Mitigation
• A clearly articulated purpose and behavioural framework reinforces expectations and
supports cultural alignment across the organisation.
• Education of all people managers so they clearly understand what is expected of them,
monitoring their effectiveness through employee survey feedback, People Manager
Expectations and an Engagement Survey twice a year.
• Performance management, reward and recognition frameworks are aligned to support
desired behaviours and accountability.
• Leadership development, succession planning and capability building support critical roles
during transition. Investment is focused in commercial skills and engineering training, two of
our key strategic areas.
Changes since Annual Report and Accounts 2025
Employee engagement scores have improved overall during the year, indicating positive
underlying workforce sentiment despite the scale of organisational change undertaken. At the
same time, this risk remains elevated following organisational restructuring and leadership
changes, with the organisation still in a period of transition. Continued focus is required to
effectively manage change, sustain engagement levels and embed JM’s recently refreshed
purpose and behaviours. Further work is underway to drive alignment and consistency across
the organisation as it transitions to the new operating model.
For more information on our engagement, talent and diversity-related targets see pages 38
and39.
Talent, culture and engagement
fe g
Description
JM relies on a global network of suppliers and intermediaries for critical materials and services,
some of which are highly specialised with limited alternative sources including both single and
sole source supply. JM is exposed to risks arising from supplier disruption, financial stress within
the supply chain, logistics constraints and dependencies on third-party intermediaries, particularly
in markets undergoing structural change. These vulnerabilities may be amplified by various
factors, including geopolitical instability and energy price volatility.
Impact
Supply chain disruption could result in production interruptions, delayed deliveries, increased
procurement and logistics costs, and reduced ability to meet customer commitments. Failures or
financial distress among key supply chain partners could also expose JM to working capital and
credit risk. Prolonged disruption may adversely affect revenue, margin performance, customer
relationships and JM’s ability to execute strategic priorities in key markets.
Opportunity
By strengthening supplier partnerships, improving transparency and reducing reliance on a small
number of critical suppliers, JM can enhance operational resilience. Investments in strategic
sourcing, regional diversification, digital monitoring, inventory optimisation and collaborative
supplier development can reduce risk exposure, protect customer service and support
sustainable long-term growth.
Mitigation
• A global category management approach aligns business requirements with supplier
strategies and risk profiles.
• Standardised supplier performance and risk management processes are in place, including
due diligence, sustainability assessments, audits and ongoing monitoring.
• Strategic inventories of critical materials are maintained to mitigate disruption arising from
geopolitical and market volatility.
• Supplier contracting standards and Customer & Industry End-to-End (E2E) audits support
operational compliance, transparency and stability.
• Diversified, multi-source procurement strategies are implemented for all critical materials.
• Enhanced monitoring of financially vulnerable suppliers and intermediaries supports early
identification of emerging credit and continuity risks, with escalation and intervention
whereappropriate.
Changes since Annual Report and Accounts 2025
This risk remains elevated, reflecting continued geopolitical instability, energy price volatility and
increased financial pressure across global supply chains.
While controls and oversight remain well established, JM continues to focus on strengthening
visibility, diversification and counterparty risk management to ensure resilience remains aligned
with the evolving external environment.
Supply chain resilience
ba d
GLT sponsor: Richard Pike, Chief Operating Officer GLT sponsor: Carol Frost, Chief People and Communications Officer
2025 20242026
2026 2025 2024
Johnson Matthey Annual Report and Accounts 2026 56Governance Financial statements Other informationStrategic report
Risk report continued
Description
JM’s ability to realise strategic value depends on the effective delivery of transformation
initiatives designed to enhance performance, competitiveness and organisational effectiveness.
This risk arises from the potential for delays, execution challenges, resource constraints or
change management shortcomings that may affect the successful implementation of
transformation programmes.
Impact
Failure to deliver transformation initiatives effectively could lead to increased costs, delayed or
unrealised benefits and loss of momentum. If the transformation does not deliver the intended
improvements in efficiency and execution, JM’s competitiveness and responsiveness to
customers could be weakened, adversely affecting performance, cash generation and returns.
Opportunity
Effective and timely transformation delivery can improve efficiency, strengthen accountability
and support more agile ways of working. Consistent execution, aligned to JM’s refreshed purpose
and behaviours, can help translate strategic intent into sustainable performance improvements
and long-term value creation.
Mitigation
• A defined transformation programme and roadmap align initiatives to strategic priorities and
desired outcomes.
• Enhanced governance and oversight arrangements support delivery discipline, behavioural
alignment and timely escalation of issues.
• Clear ownership and accountabilities are in place for transformation initiatives.
• Robust change management and communication plans support key cross-JM initiatives.
• Progress and benefits realisation are regularly reviewed by senior management and the Board
to ensure continued focus on outcomes.
Changes since Annual Report and Accounts 2025
Overall risk exposure has remained largely consistent with the prior year. While transformation
initiatives continue, the organisation has implemented a new operating model and leadership
structure. In addition, enhanced governance measures are being introduced to further reinforce
execution discipline and delivery focus.
Transformation delivery
ea g
GLT sponsor: Alastair Judge, Chief Financial Officer
2025 2024
2026
Johnson Matthey Annual Report and Accounts 2026 57Governance Financial statements Other informationStrategic report
Non-financial and sustainability
information statement
Compliance statement
The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 amend sections 414C, 414CA and 414CB of the Companies Act 2006 (2006 Act), placing
requirements on the Company to incorporate climate disclosures in our Annual Report and Accounts. We believe these have been addressed within this year’s climate-related disclosures and,
as such, we have referenced the location of these disclosures in the table below, and within our Task Force on Climate-related Financial Disclosures (TCFD) compliance table in the
Sustainability Performance Databook available at matthey.com. Our business model is set out on pages 8 and 9. Our purpose, described on page 1, and our approach to sustainability strategy
on pages 28 to 39, set out how we act as a responsible business. Our non-financial KPIs, which support the delivery of our strategic priorities, are shown on page 14. We have policies and
standards in place to manage our principal risks, which form part of our internal control framework. A description of all matters relating to climate-related risks and opportunities, including
the governance arrangements, scenario testing and metrics and targets, are included within the TCFD report on pages 40 to 49.
Reporting requirement Policies and standards that govern our approach and due diligence
1, 2
Outcomes and additional information
Business model – • Business model – see pages 8 and 9
Our purpose – • Our purpose – see page 1
Principal risks – • Principal risks – see pages 52 to 57
Our group policies governing
Environmental matters define our key
requirements and guiding principles to
reduce the risk of harm to the environment,
support our commitment to sustainability
and help keep our people and the
communities we serve safe
• Environment, Health and Safety (EHS) Policy
• Procurement Policy
• Supplier Code of Conduct
• Sustainability
• Climate-related risks and opportunities, including scenario analysis and
targets – see TCFD report on pages 40 to 49
• Oversight via Board, including Societal Value Committee see pages 93 and 94
• Section 414CB (2A)(a)-(h) 2006 Act – see TCFD compliance table in the
Sustainability Performance Databook
• Principal risk 3 – Environmental, Health and Safety (EHS) – see page 53
At JM, our people are the backbone of our
success. We want our Employees to feel
safe, promote a culture of inclusion and
diversity, feel empowered to make the
right decisions, behave in the right way
and build long-term fulfilling careers.
OurHR, Ethics and Compliance and EHS
policies help support this
• Board Diversity Policy
• Code of Ethics
• Diversity, Equity, Inclusion and Belonging Policy
• EHS Policy
• Employee Handbook
• Employee Leave Policy
• Smart Working Policy
• Speak Up Policy
• Substance Misuse Policy
• Working Together Policy
• People, employee engagement and gender pay gap reporting
• Health and safety performance indicators and initiatives
• Culture and ethics outcomes supported through Speak Up and leadership
initiatives
• Policies embedded through training and internal control frameworks
• Principal risk 3 – Environmental, Health and Safety (EHS) – see page 53
• Principal risk 9 – Talent and culture – see page 56
1. Following amendment of sections 414C, 414CA and 414CB of the 2006 Act by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, our alignment with these disclosure requirements has been referenced in the table above, and within our
Task Force on Climate-related Financial Disclosures (TCFD) compliance table in the Sustainability Performance Databook available at matthey.com.
2. Some of which are only published internally.
Governance:
matthey.com/investors/governance
Sustainability website:
matthey.com/en/sustainability
Sustainability Performance Databook:
matthey.com/sustainability-databook
Modern Slavery Statement:
matthey.com/modern-slavery
Johnson Matthey Annual Report and Accounts 2026 58Governance Financial statements Other informationStrategic report
Non-financial and sustainability information statement continued
Reporting requirement Policies and standards that govern our approach and due diligence
1, 2
Outcomes and additional information
We consider our entire value chain when
looking at Human Rights, including our
own operations, suppliers and customers
• Code of Ethics
• Conflict Minerals and Cobalt Policy
• Data Protection Policy and Employee Privacy Notice
• Human Rights Policy
• Modern Slavery Statement
• Procurement Policy
• Speak Up Policy
• Supplier Code of Conduct
Suppliers
Modern Slavery Statement
Conflict minerals and cobalt compliance and responsible sourcing programmes
Ethical standards
Speak Up channels for reporting concerns and grievances
• Principal risk 8 – supply chain resilience – see page 56
Non-financial KPIs – • Non-financial KPIs – see page 14
Sustainability Performance Databook
Sustainability strategy – Sustainability strategy – see pages 28 to 39
Climate-related risks and opportunities,
including governance arrangements,
scenario testing, metrics and targets
– • TCFD report – see pages 40 to 49
Doing the Right Thing. Together. We are all
responsible for Social matters and our
Code of Ethics is a guide for how to do
business ethically, fairly and responsibly.
Itensures we embed sustainability in
everything we do. The Code of Ethics is
relevant to all our stakeholders. We ensure
that our suppliers are also held to high
standards and adhere to our Supplier Code
of Conduct
• Code of Ethics
• EHS Policy
• Supplier Code of Conduct
Ethical standards and Code of Ethics implementation
Community investment and societal value initiatives – see Sustainability
disclosures
Suppliers held to consistent ethical and social standards through Supplier
Code of Conduct
Sustainability embedded into operations and decision-making
Reporting supported by Sustainability Performance Databook
Johnson Matthey has a zero-tolerance
approach to bribery and corruption. Our
global policies support the Group with
compliance with various laws relating to
Anti-Bribery and Anti-Corruption. We
strive to act with openness, fairness and
honesty, and expect our stakeholders to do
the same
• Anti-Bribery and Corruption Policy
• Code of Ethics
• Conflicts of Interest Policy
• Conflict Minerals and Cobalt Policy
• Data Protection Policy
• Gifts, Hospitality and Charitable Donations Policy
• Global Tax Policy
• Human Rights Policy
• Speak Up Policy
• Supplier Code of Conduct
Group-wide compliance supported by policies, training and monitoring
controls
Suppliers
People
Ethical culture and standards – promotion of openness, fairness and
accountability
Monitoring and reporting – Speak Up channel and investigation processes
1. Following amendment of sections 414C, 414CA and 414CB of the 2006 Act by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, our alignment with these disclosure requirements has been referenced in the table above, and within our
Task Force on Climate-related Financial Disclosures (TCFD) compliance table in the Sustainability Performance Databook available at matthey.com.
2. Some of which are only published internally.
Governance:
matthey.com/investors/governance
Sustainability website:
matthey.com/en/sustainability
Sustainability Performance Databook:
matthey.com/sustainability-databook
Modern Slavery Statement:
matthey.com/modern-slavery
Johnson Matthey Annual Report and Accounts 2026 59Governance Financial statements Other informationStrategic report
Going concern and viability
Going concern
In adopting the going concern basis for preparing the accounts, the
directors have considered the business activities as set out in the
Strategic report and Financial review, pages 1 to 27, as well as the
Group’s principal risks and uncertainties, pages 50 to 57. As part of
this assessment, we have considered a base case and severe but
plausible trading scenario. Both scenarios showed sufficient
headroom under our committed facilities and financial covenants.
As a final review, given the climate of greater political and
economic uncertainty, we have also undertaken a reverse stress
test to identify what additional or alternative scenarios and
circumstances would threaten our financial covenants or
headroom. This shows that we have headroom on covenants and
facilities against either a further decline in profitability of
approximately 41% in the financial year to March 2027, well
beyond the severe-but plausible scenario, or a significant increase
in borrowings (net debt would need to more than double in the
financial year to March 2027), or a significant increase in interest
charges (these would need to rise more than 68%). The directors
therefore believe that the Group has adequate resources to fund its
operations for the period of 12 months following the date of this
report, making it appropriate to prepare the accounts on a going
concern basis. Further details on going concern, viability and
facilities can be found in note 1 on pages 143 to 144 of the accounts.
Viability
We have assessed how viable we are as a business over a three-year
period, in line with our planning horizon as this represents a
timeframe over which the directors believe they can reasonably
forecast the Group’s performance. During the year, the Board
carried out a robust assessment of the principal and emerging risks
affecting our business, particularly those that could threaten our
business model. The risks, and the actions taken to mitigate them,
are described in the Risk report on pages 50 to 57. We assess our
prospects through our annual strategic and business planning
process. This process includes a review of assumptions made
including market, vehicle and production outlooks, customer
demand, underlying growth, cost assumptions, metal prices, key
risks and opportunities as well as an appraisal of our strategy and
significant capital investment decisions. The Chief Executive
Officer and Chief Financial Officer lead these reviews, along with
the Chief Operating Officer. The Board also reviews the strategy for
each business throughout the year, looking at our current position
and prospects for the coming years. This allows us to reaffirm our
overall strategy and reassess the risks that could impact its success.
We do not expect climate change risks to have a material
near-term effect on our forward-looking forecasts for going
concern or viability. See scenarios opposite for more details of
ouranalysis.
Analysis through six stress scenarios
In making the viability assessment, we have analysed each of the
principal risks facing the Group – as described in the Risk report on
pages 50 to 57 – and identified the items within each principal risk
category that might significantly affect cash flow and viability.
Wehave then considered these in six stress scenarios.
Scenario 1 – Geopolitical and macroeconomic
risks impacting JM’s operations
This scenario considers the increased risk presented by geopolitical
and macroeconomic risks. This builds on the ‘Severe but plausible’
trading scenario, which already considers a reduction in end
industry growth across the Group and impact from the Middle East
conflict. It includes six months’ slowdown in our operations in China.
Scenario 2 – Delivering on key business projects
(savings programmes, capital projects)
This scenario considers the failure to execute key initiatives and
projects effectively. It includes the impact of a six-month delay to
key capital projects, and delays to delivery of business-specific
savings initiatives.
Scenario 3 – Disruption due to IT Cyber Issue,
failure of critical operational assets or supply
chain disruption
This scenario covers a temporary one-month shutdown of a
platinum group metal (PGM) refinery, which leads to higher
working capital and lower profits, aswell as a temporary shutdown
to key sites in Clean Air due to various potential external events,
such as supply chain or cyberissues.
Scenario 4 – Disruption to the platinum group
metals value chain
This scenario considers the failure to secure metal deposits and
failure to source sufficient metal to manage and satisfy our internal
and external obligations. We have modelled an increase in metal
prices to highs over the last 12 months (increase from March 2026
prices of: Pt 27%, Pd 29% and Rh 15%), and a reduction of
non-contractual customer metal funding.
Scenario 5 – Quality or Regulatory
Compliance Failures
This scenario covers liability claims for product quality issues and
fine and litigation costs for non-compliance. We considered the
headroom available and the ability to absorb potential impacts
from this risk.
Scenario 6 – Other Risks
This scenario includes the effect of all our other principal risks –
outlined in the Risk report on pages 50 to 57 – not already
considered in the scenarios above. For each risk, we have estimated
a financial effect, which considers the impact and likelihood of the
risk. Given the wide range of risks we face, we have then applied an
overall probability weighting of 20%, which allows us to work out
the potential financial impact.
In evaluating our viability under each of these scenarios, we
considered our current financing arrangements, see page 143, and
assumed we would not refinance any maturing debt (c. £700m in
the viability period to March 2029) – although, in reality, we would
expect to refinance our debts well ahead of maturity, thereby
increasing headroom. We have a strong track record of refinancing
with no concerns and good capacity in the markets where we raise
debt. The Group also has a number of additional sources of funding
available, including uncommitted metal lease facilities that support
precious metal funding. Whilst we would fully expect to be able to
utilise the metal lease facilities, they are excluded from our going
concern modelling.
Conclusion
In all of the scenarios assessed, our stress testing shows that we
have sufficient facilities headroom, and only when all the risks
identified above are overlaid on the severe but plausible trading
scenario, there is a breach of the Net Debt/EBITDA covenant. This
breach could be easily mitigated if required by utilising metal
leasing, reducing capital expenditure and costs, further improving
working capital or reducing future dividend distributions. Given
this, the directors have a reasonable expectation that the Company
and Group will be able to continue operating and meet its liabilities
as they fall due over the three-year period covered in the
viabilityreview.
The Strategic report from pages 1 to 60 was approved by the
Board on 27
th
May 2026 and is signed on its behalf by:
Liam Condon
Chief Executive Officer
Johnson Matthey Annual Report and Accounts 2026 60Governance Financial statements Other informationStrategic report
Governance
In this section
62 Chair’s introduction to governance
64 Board at a glance
66 Board of directors
69 Our governance structure
70 Board decisions and outcomes
72 Board and committee effectiveness
74 Section 172 statement
76 Stakeholder engagement
78 Stakeholder engagement in action
79 Nomination Committee report
82 Audit Committee report
92 Investment Committee report
93 Societal Value Committee report
95 Remuneration Committee report
99 Remuneration at a glance
100 Remuneration Policy
112 Annual report on remuneration
123 Directors’ report
127 Responsibilities of directors
Cleaner air
Enabled By
JM provides emission control catalysts and
fuel cell components that are reducing the
amount of pollution across our cities and
roads. Platinum group metals (PGMs) are
essential to how these technologies function.
Johnson Matthey Annual Report and Accounts 2026 61Financial statements Other informationStrategic report Governance
Andrew Cosslett
Chair
Chair’s introduction to governance
As part of this ongoing reset, the Board also reviewed
elements of the Group’s governance framework. Following
review, the Board concluded that the responsibilities of
certain committees established for specific circumstances
are now more appropriately overseen by the Board as
awhole.
This approach reflects JM’s current operating model and
prevailing market practice, and is intended to provide the
Board with a more integrated and holistic view of strategy,
sustainability, capital allocation, risk and opportunity.
Culture and workforce engagement
Our behaviours provide the framework for how we conduct
ourselves at JM, guiding how we lead, how we make
decisions and how we engage with colleagues, customers,
shareholders and wider stakeholders. The Board draws on a
wide range of inputs to monitor and assess how our culture is
being embedded across the organisation. More information
on this process can be found on page 93.
Our people are central to JM’s success, particularly during
periods of change. The Board will oversee management’s
approach to strengthening culture and supporting the
behaviours required to deliver our strategy. As our refreshed
behaviours are embedded, the Board will closely monitor
key cultural indicators, including safety performance,
employee engagement and leadership behaviours to ensure
JM continues to develop as a high-performing organisation.
Direct engagement with colleagues remains an important
part of the Board’s oversight. Throughout the year, we have
listened carefully to feedback from across the business to
understand what matters most to our people and how
change is experienced on the ground. More information on
our culture and stakeholder engagement can be found on
pages 76 to 81.
“In a year defined by
transition, the Board has
remained firmly focused
on strong governance and
guiding JM toward a resilient
and future-ready position.”
Year in review
Since joining JM as Chair in July 2025, I have seen first-hand
both the depth of expertise across the organisation and a
Board determined to sharpen strategic focus, strengthen
accountability and to embed a culture of performance.
2025/26 was a year of significant change for JM, and
throughout this period the Board was actively engaged in
guiding the business through the transition while maintaining
clear oversight of risk, performance and long-term value
creation. As our strategy evolved, the Board took deliberate
steps to simplify how we govern the Company, ensuring
our structures remain aligned with the needs of a leaner,
more focused Group.
Strategy
The Board played a central role during a pivotal and ongoing
strategic reset for JM, including the decision to divest our
Catalyst Technologies (CT) business and to reposition the
Group as a more focused, cash-generative organisation.
Weredefined our purpose and strategy, overseeing the
ongoing process of transition, to concentrate on areas
where JM has distinctive strengths and where it can
deliver the greatest long-term impact for shareholders
and wider stakeholders.
Johnson Matthey Annual Report and Accounts 2026 62Financial statements Other informationStrategic report Governance
Chair’s introduction to governance continued
Annual General Meeting (AGM)
The 2026 AGM will be held on Thursday 16
th
July
2026 at Herbert Smith Freehills Kramer, Exchange
House, Primrose Street, London EC2A 2EG. It will
be held in a hybrid format, with facilities for
shareholders to join electronically. Full details of
the business to be considered at the meeting will
be set out in the Notice of Annual General
Meeting, which will be sent to shareholders in
accordance with their chosen communication
method and published on our website.
Compliance with the Code
During the year under review, we applied the principles of the UK Corporate Governance Code 2024 and, except as
set out below, complied with its provisions.
Provision 41 (engagement with the workforce on alignment of executive remuneration with wider company pay
policy). While employees are informed of global changes to pay and benefits, we have not yet established a formal
two-way engagement mechanism specifically focused on alignment between executive remuneration and wider
workforce pay policy. Executive remuneration is benchmarked against peers to ensure pay and benefits remain
competitive and support the attraction and retention of high-calibre talent. During the year, employees were able to
provide feedback on a range of matters, including remuneration, through the annual employee engagement survey.
Further details can be found in the Remuneration Committee report on pages 95 to 98.
The Code is published by the Financial Reporting Council and is available at: frc.org.uk
How we apply the principles and comply with the provisions of the UK Corporate
Governance Code 2024 (the Code)
1
Principle Pages
Board leadership and company purpose
The role of the Board Page 69
Purpose and culture Pages 1, 93 and 94
Board decisions and outcomes Pages 70 and 71
Resources and controls Page 88
Stakeholder engagement Pages 76 to 78
Workforce engagement Page 62
Division of responsibilities
Role of the Chair, non-executive directors and Company Secretary Page 69
Composition of the Board Pages 64 to 68
Composition, succession and evaluation
Appointments to the Board, diversity and succession planning Pages 80 and 81
Career, experience and knowledge of the Board Pages 66 to 68
Board performance review Pages 72 and 73
Audit, risk and internal control
Audit Committee report Pages 82 to 91
Risk report Pages 50 to 57
Remuneration
Remuneration Committee report Pages 95 to 98
1. The Code applies to JM for the financial year ended 31
st
March 2026. Disclosures relating to Provision 29 will apply to JM from 1
st
April 2027.
Board composition and succession
The Board experienced a number of significant changes
during the year, reflecting leadership transitions at both
board and executive level. These changes were managed to
ensure continuity and stability during a period of ongoing
strategic and organisational reset.
As JM focuses on executing its refreshed strategy within a
more streamlined and focused operating model, the Board,
supported by the Nomination Committee, will continue to
develop its approach to board and executive succession,
ensuring it remains forward-looking and aligned with
JM’spriorities.
Further detail on changes to the Board during the year,
aswell as the work of the Nomination Committee, can be
found in the Nomination Committee’s report on page 79.
Looking ahead
JM enters the next period supported by a simplified operating
model and a governance approach that is clearer, more
coherent and closely aligned with the strategy. The Board is
focused on overseeing the ongoing process of transition and
is confident that this framework will support disciplined
execution, enhanced transparency, and the delivery of
sustainable long-term value for all our stakeholders.
Andrew Cosslett
Chair
Johnson Matthey Annual Report and Accounts 2026 63Financial statements Other informationStrategic report Governance
Board at a glance
as at 31
st
March 2026
Board and committee attendance during the year
This table sets out attendance at scheduled board meetings during the year. In addition
to these meetings, a number of ad hoc meetings were held to consider matters arising
between scheduled meetings.
Board
Nomination
Committee
Audit
Committee
Remuneration
Committee
Societal Value
Committee
1
Investment
Committee
2
Andrew Cosslett
3
6/6 2/2 – – 1/1 –
Liam Condon 11/11 – – – 3/3 6/6
Rita Forst 11/11 4/4 4/4 – 3/3 –
Barbara Jeremiah
4
11/11 2/4 4/4 – 2/3 6/6
Alastair Judge
5
2/2 – – – – –
John O’Higgins 11/11 4/4 4/4 5/5 3/3 –
Xiaozhi Liu 11/11 4/4 – 5/5 – –
Sinead Lynch
6
10/11 4/4 – 5/5 3/3 6/6
Richard Pike
7
11/11 – – – 3/3 6/6
Doug Webb
6
10/11 4/4 4/4 5/5 – 6/6
Patrick Thomas
8
5/5 1/2 – – – –
1. The Societal Value Committee operated until 27
th
May 2026.
2. The Investment Committee operated until 27
th
May 2026.
3. Andrew Cosslett was appointed to the Board as Non-Executive Chair on 17
th
July 2025.
4. Barbara Jeremiah recused herself from two Nomination Committee meetings (April and November 2025) due to an interest
in the matters under discussion. She was unable to attend one SVC meeting (October 2025) due to scheduling conflicts.
5. Alastair Judge was appointed Chief Financial Officer and to the Board as an Executive Director on 1
st
January 2026.
6. Doug Webb and Sinead Lynch were unable to attend one Board meeting held in December 2025 which was arranged at
short notice. Comments on the papers were shared with the Chair in advance.
7. Richard Pike was appointed Chief Financial Officer Designate on 10
th
February 2025 and to the Board as an Executive
Director on 1
st
April 2025. He was subsequently appointed Chief Operating Officer on 1
st
January 2026.
8. Patrick Thomas stepped down from the Board as Non-Executive Chair on 17
th
July 2025. He recused himself from the April
2025 Nomination Committee meeting due to a discussion of his own position.
Directors:
Male 60% 6
Female 40% 4
Chair 10% 1
Executive 30% 3
Independent Non-Executive 60% 6
0 – 3 years 43% 3
4 – 6 years 43% 3
7 – 9 years 14% 1
Board composition
Gender
diversity
Chair and
Non-Executive
Director tenure
Roles
Johnson Matthey Annual Report and Accounts 2026 64Financial statements Other informationStrategic report Governance
Board at a glance continued
Skill or expertise
Directors with experience
Non-executive directors’ skills and experience
How our Board’s mix of experience supports our strategy:
Executive/Senior
Leadership
Experience serving as a CEO, CFO or other senior executive in a listed PLC
Matrix Operating
Model
Experience of leading and taking decisions within a complex, multi-dimensionalorganisation
Accounting/Finance
Understanding of financial reporting, internal financial controls and external funding
Strategy
Proven ability in developing and implementing a successful strategy;
abilityto challenge management in setting strategy
Health, Safety and
Environmental
Familiarity with health and safety and social responsibility
Commercial
Demonstrates strong commercial awareness
Growth/
Transformation
Experience in the successful expansion of a large-scale business; ability to challenge
management in the direction of expansion; experience leading significant organisational change
International/Global
Understanding of global organisations gained through responsibility for overseasoperations
People
Experience of organisational design, including culture and reward and remuneration
Legal, Regulatory,
Risk and Governance
Experience to ensure the Board’s compliance with legal, regulatory, risk
and governance requirements, including ESG requirements.
Technology
Experience in technology and digital strategies and innovation
to support growth, including cyber and AI
Capital Projects
Experience with managing projects involving large-scale capital
investment for long-term investments
Manufacturing
Experience in the management and optimisation of manufacturing and production processes
Johnson Matthey Annual Report and Accounts 2026 65Financial statements Other informationStrategic report Governance
A focused team,
accelerating execution
Andrew Cosslett CBE
Chair
Nationality: British
Appointed to the Board: July 2025
Career and experience which support
strategy and long-term success
Andrew is an experienced Chair with
a strong track record in leading significant
transformational and cultural change and
delivering long-term shareholder value.
He has held a number of senior executive
and non-executive roles across a range of
sectors, including consumer goods, hospitality
and media. He previously served as Chair of
Kingfisher plc and the Rugby Football Union
(RFU). He is the former Chief Executive Officer
of both InterContinental Hotels Group PLC
and Fitness First.
Contribution
Andrew’s extensive boardroom experience
and commercial insight will support the
Company’s strategy as it becomes a highly
focused and leaner business, driving
sustainable cash generation.
External appointments
Chair of ITV plc.
Liam Condon
Chief Executive Officer
Nationality: Irish
Appointed to the Board: March 2022
Career and experience which support
strategy and long-term success
Liam was previously a member of the Board of
Management of Bayer AG and President of the
Crop Science Division, a role he held for nine
years. He has also served in senior roles at
Schering AG and Bayer HealthCare.
Contribution
Liam is a dynamic and values-driven leader,
with an impressive track record of leading
science-based businesses while delivering
consistent high-quality performance. He
balances commercial ability with a strong
strategic perspective. He has a proven
track record of driving growth, as well
as modernising organisations.
External appointments
Non-Executive Director at Halma plc.
Richard Pike
Chief Operating Officer
Nationality: British
Appointed to the Board: April 2025
Career and experience which support
strategy and long-term success
Most recently, Richard was the Company’s Chief
Financial Officer from April 2025 until January
2026. Prior to that, he was Group Finance
Director of DS Smith Plc. He has previously held
the roles of Chief Financial Officer at both Biffa
Plc and Boparan Holdings Limited, Managing
Director of British Sugar and Group Finance
Director of AB Sugar (both parts of ABF plc).
Earlier in his career, Richard held a variety of
financial and operational roles at Scapa Group
plc, Pilkington plc and Manchester Airports
Group. Richard trained and qualified as a
chartered accountant with PwC.
Contribution
Richard brings strong financial leadership and a
deep understanding of manufacturing and recycling
industries. He also has significant experience of
capital allocation and delivery, enhancing cash
flow and improving cost efficiencies.
External appointments
None
Alastair Judge
Chief Financial Officer
Nationality: British
Appointed to the Board: January 2026
Career and experience which support
strategy and long-term success
Alastair joined Johnson Matthey in July 2018
and has held several key leadership positions,
including Finance Director and Interim Chief
Executive Officer of Clean Air, Chief Executive
Officer of Platinum Group Metal (PMG) and,
more recently, Head of Strategy and Operations.
Prior to joining Johnson Matthey, Alastair started
his career at Unilever, before moving to Asda
and then spending 12 years with Avon Cosmetics
in a variety of senior finance leadership roles.
Contribution
Alastair brings to the Board extensive financial
expertise and strategic insight. He is a qualified
management accountant.
External appointments
None
Board of directors
Nomination Committee member
Audit Committee member
Investment Committee member
Societal Value Committee member
Remuneration Committee member
Committee Chair
Johnson Matthey Annual Report and Accounts 2026 66Financial statements Other informationStrategic report Governance
Barbara Jeremiah
Senior Independent Director
Nationality: US citizen
Appointed to the Board: July 2023
Career and experience which support
strategy and long-term success
Most recently, Barbara was Executive Vice
President, Corporate Development of Alcoa Inc,
a global aluminium producer. She has extensive
board experience, having previously been
a non-executive director of Premier Oil, plc,
Aggreko and Russel Metals Inc. Barbara is
a qualified lawyer.
Contribution
Barbara brings strong leadership and a deep
understanding of metals and has extensive
experience in North American markets, having
spent over 30 years at Alcoa Inc. Her previous
experience as a non-executive director enables
her to act as a sounding board for the Chair.
External appointments
Chair of The Weir Group PLC and Non-Executive
Director of Senior plc.
Rita Forst
Independent Non-Executive Director
Nationality: German
Appointed to the Board: October 2021
Career and experience which support
strategy and long-term success
Rita has spent more than 35 years at the Opel
European division of General Motors in senior
engineering, product development and
management positions, including Vice President,
Engineering, for General Motors Europe. Rita
was responsible for the development of new
generations of engines and car models for Opel
and General Motors, as well as European
research and development activities.
Contribution
Rita has a deep understanding of the automotive
and powertrain sectors. Her extensive
knowledge includes research and development
of conventional and alternative powertrains,
aswell as future vehicle technologies.
External appointments
Non-Executive Director of AerCap Holdings N.V.
and Member of the Supervisory Board of
NORMA Group SE.
Xiaozhi Liu
Independent Non-Executive Director
Nationality: German
Appointed to the Board: April 2019
Career and experience which support
strategy and long-term success
Xiaozhi is the founder and Chief Executive of ASL
Automobile Science & Technology, a position she
has held since 2009. She was previously a senior
executive in several automotive companies,
including Chair and Chief Executive of General
Motors Taiwan.
Contribution
Xiaozhi has deep knowledge and perspective on
sustainable and technology-driven businesses,
and strong experience of the global automotive
sector, particularly in China, as well as Europe
and the US.
External appointments
Chief Executive of ASL Automobile Science &
Technology, Non-Executive Director of Autoliv
Inc., Ambassador for FISITA, Non-Executive
Director of Fuyao Glass Industry Group Co., Ltd.
Sinead Lynch
Independent Non-Executive Director
Nationality: Irish
Appointed to the Board: January 2025
Career and experience which support
strategy and long-term success
Sinead was Senior Vice President of Shell Plc’s
Low Carbon Fuels business, developing
technologies and investing in projects to
produce sustainable renewable fuels at scale.
Prior to Shell’s acquisition of BG Group, she
was Executive Vice President of Safety &
Sustainability and subsequently appointed as
the BG Executive Vice President of Integration.
In this latter role, she co-led the successful
merger of the two businesses. Sinead began
her career as a geophysicist.
Contribution
Sinead has extensive knowledge and experience
of the low-carbon fuel sector, with a particular
interest in sustainability and the energy
transition pathway. She has deep experience
across commercial operations, business
development, organisational change and
multidisciplinary integration.
External appointments
None
Board of directors continued
Nomination Committee member
Audit Committee member
Investment Committee member
Societal Value Committee member
Remuneration Committee member
Committee Chair
Johnson Matthey Annual Report and Accounts 2026 67Financial statements Other informationStrategic report Governance
John O’Higgins
Independent Non-Executive Director
Nationality: Irish
Appointed to the Board: November 2017
Career and experience which support
strategy and long-term success
John was Chief Executive of Spectris plc from
January 2006 to September 2018, leading the
business through a period of significant
transformation. He previously worked for
Honeywell as President of Automation and
Control Solutions, Asia Pacific, and in other
management roles. From 2010 to 2015, John was
a Non-Executive Director at Exide Technologies
Inc, a battery technology supplier to automotive
and industrial users. He began his career as a
design engineer at Daimler-Benz in Stuttgart.
Contribution
John has extensive business and industrial
experience, as well as a track record of portfolio
analysis and realignment, driving growth and
improving operational efficiencies.
External appointments
Chair of Elementis plc, Non-Executive Director of
Oxford Nanopore Technologies Plc, member of
the Supervisory Board of ENVEA Global SA.
Doug Webb
Independent Non-Executive Director
Nationality: British
Appointed to the Board: September 2019
Career and experience which support
strategy and long-term success
Doug was Chief Financial Officer of Meggitt plc
from 2013 to 2018, and was previously Chief
Financial Officer at London Stock Exchange
Group plc and QinetiQ Group plc. Before that,
he held senior finance roles at Logica plc. Doug
began his career in Price Waterhouse’s audit
and business advisory team. He is a fellow of
the Institute of Chartered Accountants in
England and Wales.
Contribution
Doug has a strong background in corporate
financial management and a deep understanding
of the technology and engineering sectors. Doug
chaired the Audit Committee at SEGRO plc for
nine years until April2019, making him ideally
suited to chairing our Audit Committee and acting
as its financial expert.
External appointments
Non-Executive Director of United Utilities
GroupPLC.
Simon Price
General Counsel and Company Secretary
Nationality: British
Appointed as General Counsel and
Company Secretary: June 2023
Career and experience which support
strategy and long-term success
Simon qualified as a corporate M&A lawyer at
Freshfields, building on earlier training in the life
sciences and holding a DPhil from the University
of Oxford, before moving into senior in-house legal
leadership roles. He has lived and worked across
the United States, Asia and the Middle East, giving
him a broad international perspective on complex
organisations and diverse stakeholders. Having
held various General Counsel and senior leadership
positions in global listed companies, Simon joined
JM in 2019 and was appointed General Counsel
and Company Secretary in June 2023.
Contribution
Simon’s combination of corporate legal expertise and
scientific training enables him to engage deeply with
JM’s technologies, products and markets, supporting
strong governance and effective decision-making in a
complex, global and innovation-driven environment.
External appointments
None
Board of directors continued
Changes during the year:
Richard Pike was appointed to the
Board as an Executive Director on
1
st
April 2025 and appointed Chief
Financial Officer on that date.
Patrick Thomas stepped down
from the Board as Non-Executive
Chair on 17
th
July 2025.
Andrew Cosseltt was appointed to
the Board as Non-Executive Chair
on 17
th
July 2025.
Alastair Judge was appointed to
the Board as an Executive Director
and Chief Financial Officer on 1
st
January 2026.
Richard Pike was appointed Chief
Operating Officer on 1
st
January
2026, remaining an Executive
Director.
Nomination Committee member
Audit Committee member
Investment Committee member
Societal Value Committee member
Remuneration Committee member
Committee Chair
Johnson Matthey Annual Report and Accounts 2026 68Financial statements Other informationStrategic report Governance
Our governance structure
Our Board of Directors
At the date of this Annual Report, the Board comprises ten directors: the Chair, three executive directors, the Senior Independent Director and five independent non-executive directors.
The Board is responsible for the long-term success of Johnson Matthey and for ensuring that the business operates in line with its purpose, values and strategic priorities. It provides leadership
and direction, sets JM’s strategy and oversees its execution, and monitors culture and values. The Board also oversees the management of risks and considers the interests of shareholders and
wider stakeholders in its decision-making. The responsibilities reserved to the Board are set out in the Matters Reserved for the Board, which form part of our Corporate Governance Framework.
Board composition and roles as at 31
st
March 2026
Board composition and roles
Our Non-Executive Directors are considered by the Board to be independent, in accordance
with the independence criteria set out in the Code. Collectively, the Board brings a broad
range of skills, experience and knowledge, enabling it to discharge its duties effectively.
Further details on the backgrounds and experience of individual directors can be found on
pages 66 to 68. The Chair was considered independent onappointment.
Our Board committees
The Board has established a number of committees to support it
in the discharge of its responsibilities. Each committee operates
under clear terms of reference approved by the Board and
available on the Company’s website. The number of board and
committee meetings held during the financial year is set out
on page 64. The Board keeps the frequency of meetings
under review to ensure they remain appropriate and that
Non-Executive Directors have sufficient time to discharge their
responsibilities effectively.
Group
Leadership
Team
The Board delegates
responsibility for
the day-to-day
management of
the business and
implementation of
operational decisions
to the Chief Executive
Officer, who is
supported by the Group
Leadership Team (GLT).
The Delegation of
Authorities Framework
sets out decision-
making authorities
throughout the Group.
Details of GLT
members and their
relevant experience
can be found on our
website: matthey.
com/GLT
Chair: Andrew Cosslett
• Leads the Board and is responsible for its
overall effectiveness
• Promotes open debate and constructive
challenge, ensuring all directors
contribute
Independent non-executive directors:
Rita Forst, Xiaozhi Liu, Sinead Lynch, John
O’Higgins and Doug Webb
• Provide independent oversight and
challenge to executive management
• Scrutinise performance and monitor
delivery of strategy
Senior Independent Director:
BarbaraJeremiah
• Acts as a sounding board for the Chair
• Serves as an intermediary for other
directors when required
• Is available to shareholders where
concerns cannot be resolved through
usual channels
Chief Executive Officer: Liam Condon
• Has day-to-day responsibility for the
leadership of the Group
• Develops and executes the Group’s
strategy, subject to board approval
Chief Financial Officer: Alastair Judge
• Has day-to-day responsibility for the
Group’s finance and IT functions
• Supports the Board in financial planning,
reporting and capital allocation
Chief Operating Officer: Richard Pike
• Has responsibility for the efficient and
effective operation of the Group’s
businesses
General Counsel and Company Secretary:
Simon Price
• Supports the Board on governance,
legaland regulatory matters
• Together with the Chair, keeps the
effectiveness of the Company’s and the
Board’s governance arrangements
underreview
Nomination Committee
Read more on pages 79
to 81
Audit Committee
Read more on pages 82
to 91
Remuneration Committee
Read more on pages 95
to 122
Societal Value Committee*
Read more on pages 93
and 94
Investment Committee*
Read more on page 92
Disclosure Committee
(a management committee)
• Responsible for identifying
and controlling inside
information and
determining how and
when such information
isdisclosed
Details of the roles and
responsibilities of the
Board and its committees
are set out in the
Corporate Governance
Framework available on
our website: matthey.com/
governance-framework
* The Societal Value Committee and the Investment Committee operated until 27
th
May 2026.
Johnson Matthey Annual Report and Accounts 2026 69Financial statements Other informationStrategic report Governance
Board decisions and outcomes
Strategic milestones 2025/26 2026/27 2027/28 Governance focus/Board action Outcome
Further improve
Clean Air margins
The Board monitored and challenged Clean
Air’s strategy and ongoing performance,
including margin improvement initiatives,
operational excellence programmes and
the development of long-term customer
partnerships.
Clean Air underlying operating margin of 14.5% at 2025/26 and on
track to deliver 16-18% by 2027/28.
Prioritisation of targeted operational and transformation initiatives to
drive efficiency and profitability.
Increased board confidence in the sustainability of margin
improvement initiatives following enhanced scrutiny of operational
performance and execution risks.
Achieve operating
profit break-even
and positive cash
flow in Hydrogen
Technologies
The Board closely monitored performance,
progress on customer and R&D partnerships
and challenged management on the
mitigation of economic and execution risks.
Clearer articulation of the pathway to break-even and cash flow
generation, supported by refined milestones.
Enhanced focus on capital discipline and risk management in
customer and partnership decisions.
Improved transparency of performance drivers and risks through
strengthened reporting.
The table below highlights selected areas
where the Board focused on matters
of strategic importance during 2025/26
and the outcomes of its discussions and
decisions. It is intended to demonstrate
how the Board’s oversight, challenge
and decision-making contributed to
the delivery of JM’s strategic priorities
during a year of significant transition.
Throughout the year, the Board’s discussions were informed
by regular reporting, analysis and direct engagement with
management, enabling the Board to focus its time on those
issues most critical to long-term value creation.
The table is not intended to be an exhaustive record of all
board activity. Broader matters relating to purpose,
leadership, culture, governance and stakeholder
engagement are described elsewhere in this report.
Regular reporting
Meeting agendas are agreed by the Chair, CEO and General
Counsel and Company Secretary and are designed to
balance priority strategic topics with ongoing oversight:
• Executive reports: The CEO and CFO provide high-level
operational and financial updates, highlighting key
achievements, challenges and actions being taken.
• Strategy and performance: The Board reviews strategy
execution and performance through deep dives presented
by business and functional leaders.
• Risk, governance and compliance: The General Counsel
and Company Secretary provides updates on governance
developments and internal compliance matters, and the
Board reviews principal and emerging risks at least twice
a year.
This structure enables the Board to focus its time on the
matters most critical to long-term value creation and to
track the outcomes of its decisions over time.
Johnson Matthey Annual Report and Accounts 2026 70Financial statements Other informationStrategic report Governance
Board decisions and outcomes continued
Strategic milestones 2025/26 2026/27 2027/28 Governance focus/Board action Outcome
Sale of Catalyst
Technologies
business
The Board considered and approved the sale
of the Catalyst Technologies business,
including shareholder value implications,
group positioning post sale and the transition
to a more focused operating model.
Approval of a transaction delivering significant value to shareholders,
including a material cash return.
Greater strategic focus and simplification of the Group following the
divestment decision.
Clear oversight of execution risks associated with the carve-out and
transition arrangements.
Execution of
Catalyst
Technologies
carve-out
The Board monitored the legal entity
reorganisation, integration planning with
Honeywell and transitional services
arrangements.
Orderly separation of Catalyst Technologies with minimal disruption to
the remaining JM businesses.
Effective management of execution, legal and operational risks during
the transition.
Successful establishment of transitional services to support continuity
post-completion.
Acquisition of
CORMETECH Inc.
The Board considered and approved the
proposed acquisition, including strategic
rationale, valuation, and challenged
management on expected returns and
alignment with Group priorities.
Approval of a strategically aligned acquisition supporting long-term
growth and portfolio optimisation, by materially enhancing the scale
of JM’s Clean Air Solutions business and creating a global leader in
stationary emissions control, including for the rapidly growing data
centre market.
Operate new
world-class
Platinum Group
Metal (PGM)
refinery
The Board monitored progress on the
new (3CR) refinery, including schedule,
contractor management, safety
performance, start-up readiness
andassurance.
Enhanced board oversight of project risk and safety through
strengthened reporting, assurance and site visits.
Clearer visibility of project risks and mitigation plans through
enhanced reporting and assurance.
Increased confidence in start-up readiness following challenge of
de-risking plans.
Improve customer
net promoter
score to greater
than 52
The Board received updates on key customer
relationships and monitored customer
satisfaction metrics.
Greater board insight into customer drivers of satisfaction and
retention, informing challenge of management priorities.
Alignment of management priorities around long-term customer value.
Improve ICCA
process safety
event severity rate
to 0.60
Health and Safety remained a standing
agenda item, with regular updates on safety
metrics, incidents and improvement
initiatives.
Sustained board oversight of process safety risks through regular
review of severity metrics and incidents.
Reinforced accountability for safety leadership following engagement
with senior EHS leadership.
Increase
employee
engagement
score to at
le as t 7. 3
The Board monitored engagement levels and
directly engaged with employees, including
during organisational change.
Improved board insight into workforce sentiment during a period
oftransition.
Increased focus on communication, leadership visibility and
culturalconsistency.
Reinforcement of culture and engagement as enablers of
strategydelivery.
Johnson Matthey Annual Report and Accounts 2026 71Financial statements Other informationStrategic report Governance
Board and committee performance
Each year, the Board undertakes a review
of its performance and effectiveness,
including that of its committees and
individual directors.
The 2025/26 Board effectiveness review was conducted
internally and led by the Chair, Andrew Cosslett, supported
by the General Counsel and Company Secretary. The review
was informed by a structured questionnaire, completed by
all Board and committee members. The questionnaire
covered the core dimensions of board effectiveness,
including board composition and capability, dynamics and
culture, strategic oversight, risk and assurance, meeting
effectiveness and information flows, stakeholder
engagement and operational oversight. Committee-specific
questions assessed the performance of the Audit,
Remuneration and Nomination Committees in discharging
their respective responsibilities. The results were
anonymised and aggregated, and were discussed by the
Board. In addition, the Chair, held individual discussions
with each Director to provide tailored feedback and explore
areas for further development.
Board effectiveness review outcomes
Overall, the review confirmed that the Board continues
to operate effectively and constructively, with open
dialogue, robust challenge and strong engagement
across each of its committees. The Board recognised
the progress made over recent years in strengthening
governance, navigating significant organisational
change and supporting the delivery of JM’s strategic
priorities during a pivotal period for the Group.
The review also highlighted a number of areas where
the Board aspires to further enhance its effectiveness
as JM continues its strategic reset and operates in a
fast-moving and challenging external environment.
Inparticular, Directors identified opportunities to
strengthen the structure and cadence of strategic
discussions, to further enhance the quality and
timeliness of management information supporting
board decision-making, and to develop a more
methodical and forward-looking approach to board and
executive succession and composition.
These areas are being taken forward as part of the
Board’s ongoing commitment to continuous
improvement. The actions below set out the Board’s
priorities for the coming year, reflecting where the
Board will focus its time and attention to further
enhance its effectiveness in support of long-term value
creation and successful execution of JM’s strategy.
2025/26 action Responsibility
Strengthen the Board’s strategic oversight through more
frequent and focused strategy discussions and deep dives.
Chair and Chief Executive Officer
Improve the quality, clarity and timeliness of management
information, including a clearer strategic performance
scorecard.
Chief Executive Officer and Chief
Financial Officer
Develop a more structured and forward-looking approach
to board and executive succession planning.
Chair and Nomination Committee
Continue to review board composition and skills to ensure
ongoing alignment with JM’s evolving strategy and
operating environment.
Nomination Committee
Johnson Matthey Annual Report and Accounts 2026 72Financial statements Other informationStrategic report Governance
Board and committee performance continued
2024/25 review
Actions arising from the 2024/25 Board effectiveness review and the progress made during the year are set
out below.
2024/25 action 2024/25 progress and insight
Continue to enhance and embed
the annual planner to support
key decisions
The Board continued to refine its annual planner to ensure that
sufficient time was allocated to strategic priorities, risk oversight
and key governance matters. This supported more effective forward
planning of board and committee agendas and greater alignment
between decision-making and the Group’s strategic priorities.
Review responsibilities of key
committees to ensure these
remain efficient
During the year, the Board reviewed the responsibilities of its
committees in the context of the Group’s refocused strategy and
operating model. As an outcome of this review, the Board agreed
that the responsibilities of the Societal Value Committee and the
Investment Committee, which had been established for specific
purposes and continued to operate through the financial year
ended 31
st
March 2026, would transfer to the Board for future
financial years. This is intended to support a simpler and more
integrated governance structure going forward.
Continue to enhance
engagement with the workforce
to support the Board’s
understanding of JM’s culture
Board members continued to engage directly with colleagues
through site visits and workforce engagement activities. These
interactions provided valuable insights into workforce sentiment,
culture and the impact of organisational change, helping to inform
board discussions and decision-making.
Review of the Chair’s performance
The Board’s review of the Chair’s performance was led
by John O’Higgins, Independent Non-Executive
Director, and included discussions with the Board held
without the Chair present, following his appointment
in July 2025. The Board concluded that the Chair has
provided strong and effective leadership, and has
fostered open, constructive and well-balanced debate.
Johnson Matthey Annual Report and Accounts 2026 73Financial statements Other informationStrategic report Governance
Section 172 statement
This Section 172 statement, together with the information set out on pages 76 to 78, describes how the Directors have had regard to
the matters set out in Section 172(1) of the Companies Act 2006 when discharging their duties. In doing so, the Board seeks to promote
the long-term success of Johnson Matthey for the benefit of shareholders, while having regard to the interests of employees, customers,
suppliers, communities, the environment and other stakeholders. Consideration of stakeholder interests is embedded into the Board’s
discussions and decision-making processes, alongside assessment of long-term consequences, strategic priorities and execution risks.
Further detail on how the Board engages with key stakeholders, the insights received and the resulting outcomes is set out in the Stakeholder engagement section on pages 76 and 77,
withan example illustrated through a case study on page 78.
Section 172(1) considerations Supporting evidence
(a) The likely consequences of any decision in the long term
During the year, the Board focused on decisions that support long-term value creation, including portfolio
rationalisation, cost reduction initiatives, and actions to strengthen cash generation. These decisions have
improved operational focus and financial resilience, enabling clearer capital allocation and a simplified
operating model following the announced sale of the Catalyst Technologies business.
• Our purpose – see page 1
• Our business model – see pages 8 and 9
• Our strategy – see pages 10 to 12
• Board decisions and outcomes – see pages 70 and 71
• Financial performance review – see pages 21 to 27
Sustainability and TCFD reporting– see pages 28 to 49
(b) The interests of employees
The Board recognises the importance of attracting, retaining and motivating high-performing colleagues,
particularly during a period of significant organisational change. Insights from engagement surveys, site
visits and Speak Up reporting informed board decisions to enhance communication, strengthen people
governance, and ensure fair treatment of colleagues affected by restructuring.
• People – see pages 37 to 39
• Employee engagement – see page 39
Diversity, equity, inclusion and belonging
Speak Up and ethics reporting
Gender Pay Gap Report
Sustainability: people
Governance:
matthey.com/investors/governance
Sustainability website:
matthey.com/en/sustainability
Modern Slavery Statement:
matthey.com/modern-slavery
Johnson Matthey Annual Report and Accounts 2026 74Financial statements Other informationStrategic report Governance
Governance:
matthey.com/investors/governance
Sustainability website:
matthey.com/en/sustainability
Modern Slavery Statement:
matthey.com/modern-slavery
Section 172 statement continued
Section 172(1) considerations Supporting evidence
(c) Fostering the Company’s business relationships with suppliers, customers and others
The Board considered how operational and strategic decisions affected relationships with customers,
suppliers, governments and partners during the year. Insights from customer and supplier engagement
informed refinements to strategic priorities and ethical-supply-chain oversight.
• Financial performance review – see pages 21 to 27
Modern Slavery Statement
• Our business model – see pages 8 and 9
Sustainability – see pages 28 to 39
Labour and Human rights
• People and culture – see pages 37 to 39
Responsible Sourcing
Code of Ethics
(d) Impact of operations on the community and the environment
The Board assessed the environmental and community implications of key decisions through its oversight
of sustainability strategy and performance. This ensured that actions taken during the year remained
consistent with long-term environmental commitments and societal expectations.
• Our purpose – see page 1
Sustainability – see pages 28 to 39
• Task Force on Climate-related Financial Disclosures (TCFD) report – see
pages 40 to 49
• Societal Value Committee report – see pages 93 and 94
(e) Maintaining a reputation for high standards of business conduct
The Board reviewed key policies, including the Code of Ethics, Supplier Code of Conduct and Modern
Slavery Statement, supported by monitoring through the internal control framework. This strengthened
visibility of ethical-conduct risks and reinforced JM’s reputation for high standards of conduct.
• Our purpose – see page 1
Speak Up
• Human Rights Policy
Internal controls – see pages 83 to 88
Modern Slavery Statement
Ethics and compliance
(f) The need to act fairly between members of the Company
When making strategic decisions, the Board considered shareholder interests alongside other stakeholder
impacts, ensuring decisions were fair, transparent and aligned with long-term strategy.
• Stakeholder engagement – see pages 76 to 78
• Board decisions and outcomes – see page 70 and 71
• Annual General Meeting – see page 125
Johnson Matthey Annual Report and Accounts 2026 75Financial statements Other informationStrategic report Governance
Our people
How we engage
Employee engagement surveys,
Speak Up reporting, site visits
Key matters considered by
the Board during the year
• Employee engagement and culture
during organisational change;
leadership visibility; health, safety
and wellbeing; ethical culture
Customers and
strategic partners
How we engage
Direct engagement by management,
customer feedback, participation in
industry forums, board updates on
key relationships
Key matters considered by
the Board during the year
• Customer relationships during
portfolio simplification; continuity
of supply; long-term partnerships
Stakeholder engagement
Driving long-term sustainable success requires the
Board to understand the views, expectations and
concerns of stakeholders and to consider how these
insights should influence strategic decisions.
This section explains how the Board engages with stakeholder groups,
whatthe Board heard during the year and how those insights shaped board
discussions, decisions and outcomes.
The Board reviewed the effectiveness of stakeholder engagement
mechanisms during the year and concluded that they remain appropriate,
with targeted enhancements introduced in response to feedback, including
improved workforce voice reporting, expanded customer insight dashboards
and strengthened supplier ethical risk monitoring.
Further examples of how stakeholder perspectives informed the Board’s
discussions and principal decisions during the year are set out in the
board decisions and outcomes section on pages 70 and 71, and on our
Collaborative Innovation page, which highlights our approach to
stakeholder collaboration: matthey.com/collaboration
Board focus/outcomes
Board oversight of cultural
indicators and engagement
levels; consideration of
workforce feedback in the
context of the ongoing strategic
reset and operating model
changes; reinforcement of safety
and behavioural expectations
Board focus/outcomes
Board consideration of
customer impacts when
assessing strategic priorities
and investment decisions; focus
on sustaining trust and service
during the period of change
Johnson Matthey Annual Report and Accounts 2026 76Financial statements Other informationStrategic report Governance
Stakeholder engagement continued
Investors and
shareholders
How we engage
Regular meetings, presentations,
AGM, site visits and ongoing dialogue
Key matters considered by
the Board during the year
• Strategic reset, portfolio
simplification, remuneration policy,
capital allocation discipline and
governance developments
Regulators and
policymakers
How we engage
Regulatory engagement, compliance
reporting, industry dialogue
Key matters considered by
the Board during the year
• Regulatory compliance;
sustainability and governance
expectations
Communities and society
How we engage
Community engagement
programmes, site engagement and
volunteering
Key matters considered by
the Board during the year
• Local community impacts of
operational change; environmental
and social considerations
Suppliers
How we engage
Supplier reviews, audits, direct
engagement and ethical sourcing
processes
Key matters considered by
the Board during the year
• Board oversight of supplier
governance and ethical
frameworks to support resilience
and responsible sourcing
Board focus/outcomes
Board engagement with
investor feedback;
consideration of shareholder
perspectives in capital
allocation, governance and
leadership decisions
Board focus/outcomes
Board oversight of compliance
and emerging regulatory
requirements relevant to the
Group’s strategy and operations
Board focus/outcomes
Board awareness of
community considerations
where relevant; oversight of
responsible business practices
at group level
Board focus/outcomes
Strengthened supply chain
governance by working with
our suppliers through the
Together for Sustainability
network to enhance visibility of
supplier risks
Johnson Matthey Annual Report and Accounts 2026 77Financial statements Other informationStrategic report Governance
Stakeholder engagement continued
Supporting our people through significant organisational change
During the year, the Board oversaw major organisational changes, including restructuring activity following the
announced sale of the Catalyst Technologies business. The Board recognised that the scale and pace of change had the
potential to affect culture, wellbeing, safety and trust, and therefore maintained close oversight of how colleagues were
experiencing the transition.
Engagement with colleagues through surveys, Speak Up reports and site visits provided the Board with direct insight
into how these changes were affecting culture, wellbeing and communication. This combination of formal reporting
and first-hand engagement informed the Board’s judgment and shaped its oversight of the management of actions to
maintain trust, support safe working practices and reinforce transparency during the transition.
Stakeholder
engagement in action
Stakeholder engagement is vital to
building a sustainable business. The
Board recognises the need to foster
positive business relationships with
suppliers, customers and governments.
Our people
Colleague feedback
highlighted the importance
of clear communication,
visible leadership and
appropriate support during
organisational change.
Board members undertook
site visits, monitored
engagement survey results,
reviewed Speak Up themes
and considered key culture
indicators to understand
how change was being
experienced across the
organisation. This oversight
informed the Board’s
challenge and support of
management actions to
ensure colleagues were
treated fairly, remained
safe and continued to feel
engaged during the
transition.
Investors and
shareholders
Investor expectations of
transparency, capital
discipline and progress
against strategic
milestones influenced how
the Board oversaw
communications relating to
the revised operating
model and portfolio
simplification. Regular
engagement helped ensure
that investor perspectives
were considered as part of
board decision-making
during a period of
significant change.
Communities and
society
The Board recognised the
importance of operational
stability for the
communities in which JM
operates, particularly
where organisational
change could have local
impacts. Community
engagement and local
initiatives continued to be
managed through
established business-led
processes during the
transition.
Suppliers
The Board was mindful
that organisational change
could affect supply chain
relationships and therefore
reviewed supplier
governance processes,
payment practices and
ethical conduct
frameworks. This oversight
sought to ensure continuity
of supply, uphold JM’s
ethical standards and
mitigate any unintended
impacts arising from
restructuring activity.
Customers and strategic
partners
The Board reviewed
updates on customer
relationships and strategic
partnerships to ensure that
operational changes did
not disrupt engagement
with key customers or
delivery against contractual
commitments. Customer
insights were considered as
part of board discussions
on prioritisation and
resource allocation within
the revised operating
model.
Stakeholder considerations
Johnson Matthey Annual Report and Accounts 2026 78Financial statements Other informationStrategic report Governance
Board changes
Nomination Committee report
The Nomination Committee plays a central role in ensuring
that Johnson Matthey’s Board, its committees and senior
leadership have the appropriate balance of skills, experience
and diversity to lead the Company, support delivery of the
strategy and promote the long-term success of the Group.
I was appointed Chair of the Board and Nomination
Committee in July 2025, at an important point in JM’s
evolution. This followed the announcement of the sale of
Catalyst Technologies and marked a period in which the
Board and management were deliberately shaping JM’s
future direction, with a clearer focus on a simpler, more
disciplined and operationally focused business model.
Sincemy appointment, I have worked closely with the Board
and executive team to help steer this ongoing transition,
ensuring that governance, leadership capability and
succession planning evolve in a thoughtful and considered
way alongside the Group’s strategic priorities.
Against this backdrop, the Committee’s work during the
year focused on succession planning, leadership capability
and board composition, ensuring that governance and
leadership arrangements continue to develop in step with
JM’s evolving strategy.
Johnson Matthey’s long-term success ultimately depends on
its people. Accordingly, the work of the Committee is closely
aligned to ensuring that the Board and senior leadership
teams create the conditions for talent to perform and
deliver. This will remain a key area of focus in 2026/27
as JM continues its transition and further embeds its
operating model and leadership approach.
Andrew Cosslett CBE
Nomination Committee Chair
Board changes
Below summarises changes to the Board and its
committees during 2025/26:
Membership
The Committee comprises the Chair and all
independent non-executive directors.
Other regular attendees at
committee meetings
• Chief Executive Officer
• Chief HR Officer
• General Counsel and Company Secretary
Members’ attendance at committee meetings during the
financial year is set out on page 64
The Committee’s Terms of Reference, which define its
responsibilities and authority, are available at:
matthey.com/governance-framework
Andrew
Cosslett
Nomination
Committee Chair
1
st
April 2025 – Richard Pike appointed Chief
Financial Officer
17
th
July 2025 – Andrew Cosslett appointed as
Non-Executive Chair of the Board and Chair of
the Nomination Committee, succeeding
Patrick Thomas
1
st
January 2026 – Alastair Judge appointed
Chief Financial Officer
1
st
January 2026 – Richard Pike appointed
Chief Operating Officer
Johnson Matthey Annual Report and Accounts 2026 79Financial statements Other informationStrategic report Governance
Nomination Committee report continued
Governance and operation of the
Committee
The sections that follow describe how the Committee
discharged its responsibilities during the year, including
its role in board succession, leadership composition
and longer-term talent planning.
Board appointments and succession
The Committee leads the process for appointments to the
Board, ensuring that each appointment follows a formal,
rigorous and transparent procedure and is considered in the
context of the Board Diversity Policy.
Following the announced divestment of Catalyst
Technologies, JM is transitioning to a more focused and lean
operating model. It is therefore essential that both board
and executive leadership capability remain closely aligned to
the requirements of the strategy.
During the year, the Committee oversaw the orderly
transition of the Board Chair from Patrick Thomas to
Andrew, following a structured search and assessment
process. This process considered the future needs of the
Board in the context of JM’s strategy and operating model.
Further details on the search process, which was led by
John O’Higgins, Independent Non-Executive Director,
is set out on page 81.
As part of JM’s simplification, the Committee, together with
the Board, also oversaw changes to the executive leadership
structure. This included the creation of a Chief Operating
Officer role to strengthen operational accountability across
Clean Air and Platinum Group Metal (PGM) Services,
as well as Procurement and Supply Chain, Safety and
Technical Operations.
Following his appointment as Chief Financial Officer and
Executive Director on 1
st
April 2025, the Committee
recommended the appointment of Richard Pike as Chief
Operating Officer, while remaining an Executive Director.
The Committee believes that the introduction of the COO
role enhances the Board’s collective capability by ensuring
that operational performance, execution risk and delivery
discipline are fully reflected in board discussions and
decision-making.
Alongside succession activity, the Committee also
reviewed the Board’s overall balance of skills, experience
and effectiveness.
Board skills, diversity and effectiveness
The Committee regularly reviews the composition of the
Board and its committees to ensure an appropriate balance
of skills, experience and independence.
This assessment is informed by an annual board skills
review, in which directors identify areas of expertise and
experience relevant to JM’s strategy. The resulting skills
matrix is reviewed by the Committee to identify current
strengths and potential gaps, including in the context of
planned succession. The table on page 65 sets out the skills
held by the Non-Executive Directors that are most relevant
to their role at JM.
The Committee is satisfied that each director continues to
contribute effectively and that the Board benefits from a
strong mix of experience, constructive challenge and
diverse perspectives.
The Committee’s work on board effectiveness is
complemented by its oversight of executive talent and
succession planning, described below.
Following his appointment, Andrew undertook a structured
and comprehensive induction programme designed to
support his effective transition into the role of Chair.
Thisincluded:
• Detailed briefing material on the Group and the Board,
including key governance documents, the Company’s
strategy and information on directors’ duties;
• One-to-one meetings with all Board members and
members of the Group Leadership Team;
• A visit to the Royston site, including the new PGM
refinery (3CR), to gain insight into JM’s operations
and key capital projects; and
• Attendance at an Enterprise Leadership Team
conference, providing an opportunity to engage
with senior leaders and share initial perspectives
on the Company’s strategic direction.
1. During the year Korn Ferry provided senior-level recruitment services, including assessment and people development services. Korn Ferry is also appointed as adviser to the Remuneration Committee.
Committee outcomes
The Committee ensures JM is led by a diverse,
high-quality Board and leadership team, with
the skills, knowledge and experience required
to support delivery of the Group’s strategy.
In addition to the board changes described on
page 79, key outcomes arising from the
Committee’s work during the year and up to the
date of this Annual Report included:
• Supporting the simplification of the Group
Leadership Team to create a smaller, more
focused leadership structure aligned to the
Group’s operating model;
• Recommended adjustments to board
composition, resulting in a board of ten
directors, including three executive directors,
reflecting the importance of close board
oversight of operational performance and
execution; and
• Reviewing the Group’s approach to talent
identification and succession management,
recognising this as an area for continued
development as part of the Board’s wider
effectiveness agenda.
Johnson Matthey Annual Report and Accounts 2026 80Financial statements Other informationStrategic report Governance
Nomination Committee report continued
Leadership development initiatives, including the Ignite Senior
Leaders programme and targeted external partnerships, were
refreshed to accelerate the readiness of high-potential leaders.
The Committee also maintained oversight of diversity within
succession pipelines, with a continued focus on improving
gender and ethnic representation.
As JM continues to transform, the Committee remains
focused on ensuring that talent and succession planning are
closely aligned with JM’s strategy and support the
development of agile leaders capable of operating in a
demanding and fast-changing environment.
Diversity and inclusion remain integral to the Committee’s
approach to board and leadership succession.
Diversity and inclusion
The Committee continues to champion diversity and inclusion
across JM, recognising that diverse leadership supports better
decision-making and long-term performance.
Beyond the Board, JM aspires to achieve greater than 40% female representation across management and professional roles
by 2030. Further detail on diversity across the Group is set out on pages 37 to 39.
Gender representation as at 31
st
March 2026
Number of board
members % of the Board
Number of senior
board positions
(CEO, CFO, SID, Chair)
Number in executive
management
1
% of executive
management
Men 6 60% 3 4 67%
Women 4 40% 1 2 33%
Not specified/prefer not to say 0 0 0 0 0
Ethnic representation as at 31
st
March 2026
Number of board
members % of the Board
Number of senior
board positions
(CEO, CFO, SID, Chair)
Number in executive
management
1
% of executive
management
White British or other White (including
minority-white groups) 9 90% 4 6 100%
Mixed/Multiple Ethnic Groups 0 0 0 0 0
Asian/Asian British 1 10% 0 0 0
Black/African/Caribbean/Black British 0 0 0 0 0
Other ethnic group 0 0 0 0 0
Not specified/prefer not to say 0 0 0 0 0
Executive management includes all members of the Group Leadership Team.
The Board Diversity Policy applies to the Board and all of its
committees and reflects the requirements of the FCA’s
Diversity Listing Rules, the FTSE Women Leaders Review
and the Parker Review. During the year, JM continued to
meet the objectives of the policy, including:
• at least 40% female representation on the Board;
• at least one woman in the role of Chair or Senior
Independent Director; and
• at least one director from an ethnic minority background.
The disclosures required under UKLR 6.6.6R(10) are set out
in the tables below. The Board and Group Leadership Team
members confirmed their gender and ethnicity for the
purpose of these disclosures.
Board Diversity Policy: matthey.com/board-diversity
The Board also supports the Voluntary Code of Conduct for
Executive Search Firms, and all executive search firms engaged
by the Group are required to present diverse long lists of
candidates, including Black, Asian and minority ethnic talent.
People section of the sustainability pages which
provide detail on DI&B initiatives
Chair appointment and
induction process
Following Patrick Thomas’s announcement in
February 2024 that he would not seek re-election
at the 2025 AGM, the process to appoint a new
Chair was led by John O’Higgins, Independent
Non-Executive Director, supported by the General
Counsel and Company Secretary.
The search followed a structured and rigorous process,
including the development of a role profile aligned to the
Board’s priorities and the Company’s strategic direction.
Candidates were assessed against criteria including
board leadership experience, strategic oversight
capability and a proven track record of leading
transformation and cultural change.
Korn Ferry was engaged to support the search process
and is a signatory to the Voluntary Code
of Conduct for Executive Search Firms.
1
Short-listed candidates were interviewed by all directors,
and in July 2025 the Committee recommended the
appointment of Andrew Cosslett as Non-Executive Chair
of the Board with effect from the conclusion of the
Company’s AGM on 17
th
July 2025.
Andrew brings extensive boardroom experience,
strong commercial insight and a proven record of
leading transformation and cultural change to deliver
long-term shareholder value.
1. During the year, Korn Ferry also provided senior-level assessment and people
development services and is adviser to the Remuneration Committee.
Talent and executive succession
The Committee continued to oversee the evolution of
Johnson Matthey’s talent and succession processes during
the year, with a focus on building a diverse and future-ready
leadership pipeline.
During the year, the Group further developed its structured
approach to identifying and developing successors for critical
roles, particularly at the Group Leadership Team and GLT-1
levels. The Committee recognises that organisational change
and the announced sale of Catalyst Technologies have
impacted succession pipelines and bench strength in certain
areas, and that this remains an area of ongoing focus.
Johnson Matthey Annual Report and Accounts 2026 81Financial statements Other informationStrategic report Governance
Audit Committee report
I am pleased to present the Audit Committee’s report for the
year ended 31
st
March 2026. Our work during the year
centred on ensuring the integrity of JM’s financial and
non-financial reporting, overseeing the robustness of our
internal control and assurance environment and maintaining
effective audit arrangements, particularly during a period of
significant strategic and organisational change.
The Committee met four times during 2025/26, inviting
members of senior management when required. We met
with the external auditor and the Group Assurance Director
separately and without management present to maintain an
open dialogue and ensure matters could be raised outside
formal meetings. As Committee Chair, I also hold regular
private discussions with the Chief Financial Officer, senior
finance leaders, the Group Assurance Director, and the
external auditor. During the year, the Committee approved
an annual agenda planner which is linked to the Company’s
financial calendar. The agenda is flexible, enabling in-depth
reviews of topics of particular importance to the Committee.
A significant area of focus this year was the sale of the
Catalyst Technologies business. We agreed with our external
auditor that Catalyst Technologies would be presented as a
discontinued operation for the 2025/26 financial year in
accordance with IFRS 5. This ensured our reporting
continued to present the Group’s underlying performance
clearly and transparently.
During the year, the Committee commenced a competitive
tender process for the appointment of the Company’s
external auditor. The decision to initiate the tender was
taken to ensure continued audit quality, independence and
value for money, and to comply with best practice and
regulatory expectations.
In September 2025, a new offence of failure to prevent
fraud came into force in the UK. In response, the Committee
oversaw the work of a cross-functional working group to
assess JM’s exposure, update fraud controls, map risk areas
and strengthen procedures. This work provided assurance
to the Board that the organisation is taking the right steps
to mitigate fraud risk and support compliance with the
newlegislation.
The 2024 UK Corporate Governance Code (the 2024 Code)
Provision 29 introduced important new expectations
around risk, assurance and internal controls. We have spent
time reviewing and strengthening our risk management and
internal control frameworks, reassessing our principal risks
and material controls, and ensuring these are clearly defined
and reflective of the Group’s activities and stakeholders.
The Committee undertook its annual review of terms of
reference to ensure they remain aligned with current
regulatory requirements and best practice guidance, and to
reflect updates in internal processes, risk oversight and
assurance arrangements.
This report describes how the Committee has discharged its
responsibilities during the year and meets the applicable
requirements of the 2024 Code, the FRC’s Audit Committees
and the External Audit: Minimum Standard (Minimum
Standard), Disclosure and Transparency Rules (DTR) 7.1,
andrelevant provisions of the Companies Act 2006.
Doug Webb
Audit Committee Chair
Read more about the Audit Committee outcomes during
the year on pages 83 and 84
Membership
• Doug Webb (Chair)*
• Rita Forst
• John O’Higgins
• Barbara Jeremiah
Other regular attendees
at committee meetings:
• Chair of the Board
• Chief Executive Officer
• Chief Financial Officer
• General Counsel and Company Secretary
• Group Assurance Director
• Group Financial Controller
• PwC audit partner
Members’ attendance at committee meetings during the
year is on page 64
The Committee’s Terms of Reference, which were
reviewed during the year, set out its full responsibilities:
matthey.com/governance-framework
* Doug Webb is a chartered accountant who brings a wealth of recent and
relevant financial experience, including acting as Chief Financial Officer at
London Stock Exchange Group plc, QinetiQ Group plc and Meggitt plc.
Doug Webb
Audit Committee
Chair
Johnson Matthey Annual Report and Accounts 2026 82Financial statements Other informationStrategic report Governance
Audit Committee report continued
Committee responsibilities and regulatory
framework
The Committee’s responsibilities include overseeing the
integrity of JM’s financial and non-financial reporting, the
effectiveness of the internal control and risk management
framework (including principal and emerging risks), and the
independence and effectiveness of the external audit. The
Committee discharges its responsibilities in accordance with
the 2024 Code, the FRC’s Audit Committees and the
External Audit: Minimum Standard and the Disclosure
Guidance and Transparency Rules (DTR) 7.1.
Committee outcomes
Financial reporting
• The Committee’s review of the Annual Report and
Accounts 2025 process, including areas of challenge
and success, resulted in agreed improvement actions to
enhance the efficiency and quality of the process for
the following year.
• We reviewed the Group’s financial statements and
results announcements, including the appropriateness
of accounting policies and critical accounting
judgements, and provided the Board with
recommendations supporting the approval of the half
and full-year accounts and financial statements.
• The Committee’s assessment of controls and risks
provided assurance that the Company’s mitigation
strategies remained appropriate in challenging
marketconditions.
• The Committee’s evaluation of management’s response
to the various FRC thematic reviews provided assurance
that the Company’s financial reporting remained
aligned with regulatory expectations and best practice.
Narrative reporting
• Our review of the viability and going concern
statements strengthened oversight of the Company’s
short-term financial resilience. Our scrutiny of going
concern included a review of financial plans and key
assumptions, access to financing and robustness of
mitigation measures under adverse economic conditions.
• The Committee’s assessment of scenario modelling
against the Group’s principal risks confirmed that a
three-year viability assessment period remained
appropriate.
• We oversaw the verification of material statements
contained in the non-financial and narrative reporting
within the Annual Report and Accounts 2026. The
Committee confirmed that verification was robust
and appropriately governed, and that the scope and
provider of external assurance over sustainability data
were suitable and effective.
Internal control and risk management
• The Committee’s engagement with the upcoming
requirements of the 2024 Code improved visibility
and confidence in the robustness of the Company’s
internal controls ahead of the new board declaration
requirement.
• Revised total liquidity and PMM liquidity thresholds
were approved following a review of limits set by
management. Oversight of setting and testing the
limits that management operates within provided
further confidence in the maturing control
environment.
• The Committee was kept informed of management’s
work to assess the Company’s pension strategy as part
of the wider Group strategy, ensuring visibility of any
emerging financial considerations.
• Recommended to the Board on the basis of its work
that the business controls operated effectively across
several key processes, and independent testing of
those controls provided more confidence on
improvements in the control environments and
a focus on remediation efforts.
• The Committee’s review agreed with management’s
determination that the Group’s policies, procedures and
controls operated effectively during 2025/26, with no
significant weaknesses reported.
• The Committee participated in an internal cybersecurity
training session, which strengthened the Committee’s
understanding of emerging threats, the effectiveness of
JM’s cyber controls, and the Group’s preparedness and
response capabilities.
• The Committee monitored compliance with statutory
accounts timetables across the Group and noted that
not all subsidiary accounts had been filed within the
required timeframes. The Committee challenged
management on the causes of delays and sought
assurance that appropriate actions were being taken to
strengthen controls and resourcing to support timely
and accurate statutory reporting. As a result of this
increased focus, there was a measurable improvement
during the year.
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Audit Committee report continued
• The Committee’s review of the Group’s payment practices
provided assurance that statutory reporting requirements
were met and that supplier payment performance
remained aligned with responsible business expectations.
External audit
• After due challenge and discussion, the Committee
agreed the scope of the 2025/26 external audit. We
reviewed the effectiveness and performance of PwC,
approved the external audit fees and terms of
engagement and reviewed and approved non-audit
services, ensuring the external audit remained robust,
independent and appropriately focused.
• We determined that a good-quality, comprehensive audit
was completed for 2025/26, following a review of PwC’s
regular reports to the Committee, and having regard to
the latest feedback received from PwC’s independent
quality review partner. As a result, the Committee
recommended PwC’s re-appointment.
• By considering the impact of FRC-mandated audit tender
requirements alongside JM’s current non-audit spend
with other firms, the Committee enhanced its oversight
of the Group’s readiness for future audit tender
obligations. The Committee’s review and approval of the
Group’s non-audit services policy ensured that the Group
maintained a robust and compliant framework governing
the provision of non-audit services by external auditors.
• The Committee’s review and approval of subsidiary
audit exemption requests ensured that exemptions
were appropriately justified and compliant with
regulatory requirements, supporting a more targeted
and risk-based audit approach and reducing unnecessary
assurance activity.
• Under mandatory audit tender requirements, the
Committee is required to retender the audit after 2028.
The current PwC audit partner will reach the end of his
five year tenure following completion of the 2027 audit.
The Committee therefore considered it prudent to
commence the audit tender process in advance of the
required deadline to ensure continuity and certainty
beyond 2027. Accordingly, in March, the Committee
issued an Expression of Interest to eligible firms.
TheCommittee will oversee the tender process in
the comingmonths.
Group Assurance
• Regular reports from the Group Assurance Director
enabled the Committee to confirm that the Group’s risk
management culture and internal controls were
operating effectively in meeting the Group’s needs and
managing risk exposure.
• The Committee reviewed management’s explanation
of remediation steps to assure itself that appropriate
responses were being implemented where controls
required strengthening. In monitoring progress against
the 2025/26 Group Assurance plan, the Committee also
considered and agreed amendments to the existing plan.
This ensured continued alignment with changes in the
Group’s business activities and risk profile, thereby
strengthening oversight of assurance delivery and
maintaining focus on key priorities.
• The Committee reviewed and approved the proposed
2026/27 Group Assurance plan, satisfying itself that it
provided appropriate coverage of the Group’s principal
risks. Ongoing review of Group Assurance programme
findings continued to ensure that lessons learned were
embedded into the design and delivery of both current
and future programmes, strengthening overall
assuranceeffectiveness.
Sustainability reporting
• The Committee’s review of the non-financial reporting
assurance framework confirmed that it continued to
operate effectively and deliver against what was agreed
by the Committee in 2022.
• In conjunction with the Societal Value Committee, we
ensured continued independent assurance over selected
sustainability data in our Annual Report and Accounts
2026 by re-appointing an independent third party to
provide limited assurance in line with ISAE 3000.
• The Committee assured itself that TCFD recommendations
were appropriately incorporated into the Annual Report
and Accounts 2026, informed by management’s
assessment of how TCFD impacts the financial accounts,
and ensured that climate-impacted disclosures are
continuously monitored.
Governance and regulatory updates
• The Committee’s review of fraud risk management
policies, processes and security and fraud incident
reporting, supported by tailored training on the new UK
fraud offence, provided assurance that fraud risks were
being effectively identified, monitored and addressed.
• Updates from management and the external auditors
ensured the Committee remained aware of emerging
regulatory developments, improving its preparedness
to respond to changes impacting Audit Committee
responsibilities.
• The Committee’s oversight of a metals training session
for the Board enhanced directors’ understanding of key
market dynamics, value drivers and associated risks,
strengthening the Board’s ability to challenge
and support management on metals-related
strategicdecisions.
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Financial reporting
Significant issues considered by the Committee in relation to the Group’s and Company’s accounts
It is a fundamental part of the Committee’s role that we act independently from management to ensure that the interests of shareholders are properly protected in relation to financial reporting.
When the accounts are being prepared, there are areas where management exercises a particular judgement or degree of estimation. The Committee assesses whether the judgements and
estimates made by management are reasonable and appropriate. In the process of applying the Group’s accounting policies, management also makes judgements and estimates that have a
significant effect on the amounts recognised in the financial statements. The Group’s key accounting judgements discussed and challenged by the Committee are set outbelow.
Significant current year considerations
in relation to the accounts Work undertaken/outcome
Major impairment of goodwill, other
intangibles and other assets
Key judgements are made in determining the
appropriate level of cash generating unit (CGU)
for the Group’s impairment analysis. Key estimates
are made in relation to the assumptions used in
calculating discounted cash flow projections to
value the CGUs containing goodwill, to value
other intangible assets not yet being amortised,
and to value other assets when there are
indications that they may be impaired. The key
assumptions are management’s estimates of
budgets and plans for how the relevant businesses
will develop or how the relevant assets will be
used in the future, as well as discount rates and
long-term average growth rates for each CGU.
For the goodwill impairment testing, we reviewed a report from management explaining the methodology used, assumptions made
and significant changes from those used in prior years. During the year, management extended the terminal year assumption of the
Heavy Duty Catalysts CGU in Clean Air from 2040 to 2045 to reflect demand resilience in the heavy duty sector.
In light of the current volatile macroeconomic environment, management considered the impact within underlying forecasts and discount
rates. We also reviewed the latest market forecasts and related sensitivities for transition to electric vehicles specifically for Clean Air.
We challenged management on the rationale behind the key assumptions and sensitivities such as discount rates and growth rates in
the goodwill value in use calculations, especially within Clean Air, to ensure we were satisfied on their reasonableness.
We reviewed a report from management outlining the work carried out to assess the carrying value of the Hydrogen Technologies CGU
following an impairment indicator from the further slow-down in the year in the transition to hydrogen fuel cell and electrolyser
technologies, and increased uncertainty surrounding the global regulatory environment. This indicator resulted in a formal impairment
review being performed. The assessment considered the net present value of the pre-tax cash flows expected to be generated by the
CGU. The approach involved an estimation of future cash flows and a selection of appropriate key assumptions including growth, margin
and discount rates. Management concluded that an impairment of £88 million was required to be recognised.
We challenged management on the rationale behind the key assumptions and the methodology applied to assess the carrying value
of the CGU. We concluded that management’s key assumptions and disclosures were reasonable and appropriate.
We received a report from management explaining the basis of recognition and estimate for other impairments. These impairments
include those in relation to Hydrogen Technologies linked assets in Platinum Group Metal (PGM) following the indicators noted
above, China refining plant in PGM Services and production-related assets in Clean Air as the business continues to consolidate its
existing capacity into more efficient plants. See pages 70 and 71 for further reference to board outcomes.
We challenged the indicators driving these impairments and considered them appropriate and to have occurred in the current
financial year. We challenged whether the residual asset values at the year end were supportable and considered they were.
We concluded that management’s key assumptions and disclosures were reasonable and appropriate.
Refining process and stocktakes
When agreeing commercial terms with customers
and establishing process loss provisions, key
estimates are made of the amount of precious
metal that may be lost during the refining and
fabrication processes. Refining stocktakes involve
key estimates regarding the volumes of precious
metal-bearing material in the refining system and
the subsequent sampling and assaying to assess
the precious metal content.
We received a report from management which summarised the results of the refinery stocktakes in the year. This included the
possible causes of the operational losses of £48 million that have been recognised in the period.
We also challenged management on the quantum of the process loss provisions that have been recognised in the current period.
This was also an area of focus for PwC who reported their findings to us.
We concluded that management’s accounting for refining stocktake gains and losses was in accordance with the agreed methodology.
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Significant current year considerations
in relation to the accounts Work undertaken/outcome
Provisions and contingent liabilities
Key estimates are made in determining provisions
in the accounts for disputes and claims which
arise from time to time in the ordinary course
of business. Key judgements are made in
determining appropriate disclosures in respect
of contingent liabilities.
We received a report from management providing information in respect of significant disputes and claims, including the accounting
and disclosure implications, which we discussed and challenged.
We also received a report and presentation from our legal advisers on specific legal matters, including the Veranova judgement,
aroseduring the year.
We concurred with management’s conclusions regarding provisions and contingent liabilities and considered the disclosures to
beappropriate.
Other matters considered in relation
totheaccounts Work undertaken/outcome
Major restructuring activities and
transformation costs
Key judgements in relation to restructuring
provisions related to estimates of future cost and
the disclosures relating to transformation costs.
We received a report from management explaining the basis of recognition for restructuring/transformation costs. The report
detailed how transformation-related costs reconciled back to ongoing transformation programmes and why these are considered
transformation-related activities as part of rightsizing the Group.
We challenged the rationale behind the presentation of the costs as non-underlying, with particular focus on areas that required
judgement around recognition and to ensure the planned benefits are being delivered.
We also challenged management on the amounts excluded from underlying results.
We concluded that management had appropriately accounted for and disclosed the impacts from major impairment and
restructuring activities (see note 6 to the financial statements) and reported Alternative Performance Measures appropriately.
Businesses classified as ‘held for sale’ at year
end and discontinued operations
Key judgements in relation to assessing the fair
value less costs to sell of businesses classified as
‘held for sale’.
On 22
nd
May 2025, the Group announced the agreement of the sale of its Catalyst Technologies business to Honeywell. The sale is
expected to complete in calendar year 2026. At the balance sheet date, the sale was considered highly probable and therefore
management concluded that the criteria of IFRS 5 for classification as held for sale at 31
st
March 2026 had been met. Additionally, as
a separately reported operating segment the disposal group is deemed a major line of business which therefore meets the criteria for
classification as a discontinued operation.
Management applied judgement in concluding that the criteria of IFRS 5 for classification as held for sale and a discontinued
operation at 31
st
March 2026 had been met. Consequently, the Catalyst Technologies business had been classified as held for sale and
a discontinued operation within these consolidated accounts.
We reviewed management’s assessment of whether the held for sale criteria were met at the reporting period date. We concluded
that management had appropriately classified Catalyst Technologies as held for sale and a discontinued operation based on the facts
and circumstances at the balance sheet date.
Johnson Matthey Annual Report and Accounts 2026 86Financial statements Other informationStrategic report Governance
Other matters considered in relation
totheaccounts Work undertaken/outcome
Post-employment benefits
Key estimates are made in relation to the
assumptions used to value post-employment
benefit obligations, including the discount rate
and inflation.
The key assumptions are based on
recommendations from independent
qualifiedactuaries.
We received a report from management which summarised the key assumptions used to value the liabilities of the main post-
employment benefit plans. The assumptions were agreed with the Group’s actuary and PwC’s assessment of the reasonableness of
the assumptions was considered. We also assessed the independence and experience of the actuarial adviser who supported
management in making these judgements.
We concluded that the assumptions used, and accounting treatment, were appropriate for the Group’s post-employment
benefitplans.
Tax provisions and deferred tax assets
Key estimates are made in determining the tax
charge in the accounts where the precise impact
of tax laws and regulations is unclear and also in
assessing the recoverability of deferred tax assets.
We received a report from management which explains the issues being discussed with tax authorities across the business, the
calculation of tax provisions and relevant disclosures. We also considered the sensitivities around the provisions and debated the
circumstances in arriving at the key provisions.
We received a report from management outlining the movements in the deferred tax asset during the year, as well as management’s
consideration of the recoverability of the residual deferred tax asset. The total deferred tax de-recognised/not recognised was
£170 million as a consequence of the agreed sale of Catalyst Technologies.
We concluded that management’s assessment and de-recognition of the UK deferred tax asset was appropriate.
Tax provisioning and deferred tax assets was an area of focus for PwC who reported their findings to us.
We concluded that management’s key assumptions and disclosures were reasonable and appropriate.
Climate change
Key estimates are made in relation to climate
change and the impact on the going concern
period and viability of the period over the next
three years. Additionally, the potential impact of
climate on the financial statements, including
forecasts of cash flows used in impairment
assessments, recoverability of deferred tax assets
and expected lives of fixed assets and their
exposure to the physical risk posed by
climatechange.
Management has considered the impact of climate change in its assessment of Useful Economic Lives for fixed assets, goodwill
impairment calculations, and going concern/viability forecasts.
We concluded that management’s key assumptions and disclosures were reasonable and appropriate.
Audit Committee report continued
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Internal controls effectiveness and
Provision 29 readiness
The Committee oversaw management’s ongoing
programme of preparatory activity in advance of the
Code’s new internal controls declaration (Provision 29).
This work is intended to support the Board’s future
declaration from 2027 and does not constitute a
declaration for the year under review.
During the year, the information, evidence and
assurance required to support the future declaration
were clarified, and a structured approach was
established to enable consistent monitoring,
assessment and reporting of material controls
acrossJM.
A key component of this programme is the aligned
assurance initiative, which brings together risk
management, internal control and assurance
activities to support a consistent and transparent
assessment of control effectiveness. Members of
the Group Assurance, Finance and Group Risk and
Resilience teams meet regularly to co-ordinate
readiness activities and provide updates to
theCommittee.
The Committee also reviewed the outcomes of a
dry-run of the Provision 29 declaration. This exercise
identified gaps in existing evidence, highlighted areas
where assurance could be strengthened, and provided
insight into the maturity of JM’s control environment.
These findings informed improvements now being
implemented as part of the ongoing programme.
Inaddition, the Board, supported by the Committee,
agreed the proposed methodology for defining
‘materiality’ for controls for the purposes of the future
declaration and receives regular updates as this
approach is refined. The Committee’s work supports
a structured and consistent assessment of material
controls as JM transitions towards the new
reportingrequirement.
Going concern and viability statement
The Committee reviewed the matters, assumptions and
sensitivities used to assess both the going concern basis of
preparation and the long-term viability of the Group.
Thisincluded assessing risks that would threaten our
business model and current funding position, as well as
different stress scenarios and mitigating actions available to
management. The impact of disposals (Catalyst Technologies)
in progress was also considered as part of the analysis,
including consideration of the expected timing and
proceeds of disposals, compliance with banking covenants,
and the availability of committed financing facilities.
Following our review and recommendation, the Board
concluded that JM is able to continue operating and can
meet its liabilities over at least three years, which remains
the most appropriate timeframe for the assessment.
Furtherdetails on our going concern and viability statement,
including the scenarios considered, are set out on page 60.
Fair, balanced and understandable
We review and assess management’s process to support the
Board, so it can give its assurance that the Annual Report
and Accounts, taken as a whole, is fair, balanced and
understandable (FBU) and provides shareholders with the
information necessary to assess JM’s position and
performance, business model and strategy.
For the Annual Report and Accounts 2026, management
arranged an independent review of the narrative content by
selected individuals from across the Group, who were not
involved in drafting the report, but were familiar with JM’s
strategy and operating model. This review was supported by
one of our panel law firms, which provided additional
checks and balances. These individuals and the Annual
Report project team assessed whether key messages
aligned with the Group’s performance, position and
strategy, and whether the narrative sections and financial
statements were consistent. Their findings were presented
to the Board, highlighting the key themes from the review
and discussion points. The Board reviewed the verification
process, dealing with the report’s factual content to further
support its conclusions.
Risk management and internal control
As delegated by the Board, the Committee is responsible for
keeping under review the adequacy and effectiveness of the
Group’s internal control environment. These controls form a
core part of our governance and assurance framework and
detail the minimum controls we need to keep our people
safe, ensure compliance with our standards and regulations,
protect our physical and intellectual assets, and facilitate
the accuracy and completeness of financial reporting.
During the year, the Committee assessed the effectiveness
of these controls, considered areas where gaps or
weaknesses were identified, and monitored management’s
remediation plans and progress.
We worked with the Board to refine and strengthen the
Group’s risk assurance processes, including the integrated
assurance framework and control self-assessment. Our
focus remains on reviewing the design and operation of key
mitigating controls and the level of assurance across the
three lines of defence, while the Board retains responsibility
for establishing the Group’s overall risk appetite.
During the year, the Director of Group Assurance
independently assured that our risk management and
internal control systems operated effectively, and regular
oversight of material risk areas was maintained throughout
the year. Working closely with leadership and management,
in particular the Head of Risk, they provided regular
oversight of risk matters that affect our business, made
recommendations to address key issues and ensured that
mitigating actions are properly tracked, challenged
andreported.
The Committee confirmed that internal financial controls
operated effectively throughout the year and up to the date
of this report. The Committee considered the results of
management’s evaluation of control performance, any
deficiencies raised by our external auditor, and the
associated remediation plans.
As with all internal control systems, these controls provide
reasonable, not absolute, assurance against material
misstatement or loss and are assessed based on materiality
and the level of activities within the business.
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Audit Committee report continued
Ability to Navigate
Risk Assurance
Assurance of principal, material, emerging
risks and their management
Ability to Change
Project Assurance
Assurance of strategic initiatives, projects
and programmes
Ability to Operate
Enterprise Assurance
Assurance of assets, sites, businesses,
organisational structure, processes, people
and systems
Ability to Disclose
Compliance & Reporting Assurance
Assurance of regulatory compliance that
is Material Controls and the accuracy of
external reporting
How effectively does JM manage risk? How resilient is JM’s operations?
How compliant is JM with
regulatory requirements?
How effectively does JM manage
projects and programmes?
Annual audit and assurance plans
Group Assurance delivers assurance through four pillars. The pillars represent categorisation of assurance activities
that differ in their focus, methodologies and reporting formats.
Group Assurance
The Group Assurance Director reports functionally to the
Committee Chair and administratively to the Chief Financial
Officer, ensuring independence and effective escalation.
The Head of Risk and Resilience reports to the General
Counsel and Company Secretary, with oversight of risk
remaining with the Board.
Group Assurance is leading the aligned assurance initiative
to integrate the activities of the first, second and third lines
of defence. This co-ordinated approach provides a clearer
and more holistic view of the Group’s risk environment,
helps set the right risk culture and enhances the
Committee’s oversight of how key risks are appropriately
identified and controlled across the organisation. It also
ensures that appropriate mitigation strategies are put
inplace.
During the year, the Committee reviewed findings from the
Group Assurance audits, management’s remediation of
control deficiencies and progress against the annual
assurance plan. We concluded that Group Assurance
continues to provide effective challenge, independent
insight and valuable support to the business.
The Committee reviewed and approved the annual audit
plan, ensuring it remained sufficiently comprehensive and
reflective of the challenges and changes to JM’s risk profile.
The audit plan is re-assessed throughout the year to
monitor progress and incorporate any changes driven by
emergingrisks.
When we reviewed the 2025/26 plan, we specifically
considered whether the scope would continue to strengthen
the Group’s overall controls culture and support the maturity
of the second line of defence.
The annual audit plan is formed on a risk-based audit
universe covering areas across financial and operational
functions, including IT and transformation activities. We
considered a wide range of risks that fall into those areas,
including the level of change and transformation in the
Group and organisational culture. Close collaboration with
the business ensures it adds value to management with
pragmatic and manageable action plans. The plan also
allows greater flexibility to ensure that the Group Assurance
team has capacity to deal with areas of change and
emerging risk.
Johnson Matthey Annual Report and Accounts 2026 89Financial statements Other informationStrategic report Governance
Audit Committee report continued
Looking ahead, the Committee believes that the 2026/27
assurance plans are appropriate for JM’s size and nature. It is
our opinion that they will continue to provide the Group
with the necessary focus on maturing the controls culture
across business and IT processes. The Committee was
satisfied that Group Assurance remains well positioned,
both in capability and standing, to provide effective
challenge and support to the transforming organisation.
External auditor oversight
Auditor independence is a fundamental part of our audit
framework and underpins the assurance it provides to the
Board and our stakeholders. We confirm ongoing compliance
with the Competition and Markets Authority’s Statutory Audit
Services Order, which requires tendering and rotation
arrangements to safeguard auditor independence.
Appointment, tenure, independence
and re-appointment
PwC has served as the Group’s external auditor since July
2018. This is the eighth year that PwC has audited the
Group, with Graham Parsons as the current lead audit
partner until he is required to rotate off following
completion of the 2027 audit, in line with the regulatory
partner rotation rules.
To ensure compliance with mandatory tender requirements
and to secure an audit firm for the 2028 year end, the
Committee has commenced the tender process to appoint
the external auditor for the 2028 year end. PwC remains
eligible for appointment and will therefore be invited to
participate in the tender process. The proposed tender timing
is considered to be in the best interests of shareholders and
the Company, as it allows PwC to complete the 2027 cycle
with the benefit of their detailed knowledge of our business
and an understanding of our industry, while enabling an
orderly transition if a new audit firm is appointed for 2028.
The Committee continually monitors, assesses and evaluates
the effectiveness of the external auditor, all of which can
trigger the need to rotate our external auditor. We recognise
that prospective participants may currently provide JM
with consulting or other financial and advisory services
(non-audit services), on both an ad hoc and ongoing basis.
In the event that a provider in this position is successfully
appointed as our future audit partner, we will go through a
process of disengaging from such services in accordance
with independence requirements.
Objectivity and independence
During the year, the Committee reviewed PwC’s independence,
including confirmation that no PwC employees involved
with the audit have links or connections to JM and that
they complied with the FRC’s Revised Ethical Standard.
We concluded that PwC remains independent andobjective.
Proposed re-appointment of PwC
Following our annual assessment of auditor performance,
independence and audit quality, the Committee concluded
that PwC continues to provide a robust audit, underpinned
by strong technical capability and appropriate challenge,
and is free from third-party influence and restrictive
contractual clauses. On this basis, the Committee
recommended PwC’s re-appointment as auditor, and the
Board has included a resolution for shareholder approval at
the 2026 Annual General Meeting, authorising the
Committee to determine the auditor’s remuneration.
External audit plan and key risks
External audit plan
PwC’s audit plan for 2025/26 was based on a risk assessment
of potential areas of material misstatement in the financial
statements. This risk assessment considered the nature,
magnitude and likelihood of each identified risk, together
with relevant controls in place, to identify audit risks. PwC
refers to key audit matters in the independent auditors’
report on pages 130 to 132, which formed the basis of the
external audit plan.
In determining the scope of coverage, PwC considered
management reporting structures, the Group’s legal entity
structure, the 2025/26 financial results and the financial
forecast for 2026/27. PwC set out details of the coverage
and the agreed scope in the independent auditors’ report on
page 129. The methodology of assessing materiality was
consistent with the prior year and agreed at approximately
5% of the three-year average profit before tax from
continuing businesses.
Following detailed discussion and challenge, the Committee
concluded that the proposed external audit plan was
sufficiently comprehensive for the audit of the Group’s
accounts and approved the proposed fee.
How we review PwC’s performance
Throughout the year, we review the ongoing effectiveness
and quality of PwC and the audit process, drawing on a
range of inputs to assess both the performance of PwC
and the robustness of the audit process. This includes
consideration of the auditors’ written reports to the
Committee, PwC’s engagement and challenge during and
outside formal meetings, and the quality of interaction
between the audit team, management and the Committee.
Time is set aside for private meetings with the auditors
without management present to support open discussion
and reinforce auditor independence.
As part of our assessment, we consider how PwC challenge
management’s judgements and assumptions on significant
matters, as set out on pages 85 to 87 and seek confirmation
from PwC that these matters have been addressed
appropriately by management. Following detailed
discussion of their assurance work, PwC reported that
management’s judgements and key assumptions
werereasonable.
The Committee also seeks direct feedback from PwC’s
independent Quality Review Partner, who provides an
assessment of the external auditor team’s planning
judgements, response to significant risks and approach to
reporting. In addition, we request that PwC shares with us
the results of their internal quality inspections for PwC UK,
as well as findings from reviews conducted by the FRC.
These insights help the Committee form a view on audit
quality and the firm’s broader system of quality management.
In addition, we feel it is important to understand
management’s opinion of PwC’s effectiveness, professionalism,
challenge and communication. To this end, the executive
directors and senior management complete a questionnaire
on the external auditor each year to form a balanced and
evidence-based view of PwC’s performance over the year.
Johnson Matthey Annual Report and Accounts 2026 90Financial statements Other informationStrategic report Governance
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Audit quality and
effectiveness assessment
How we gather feedback on the effectiveness of
our external auditor and external audit process:
Third-party reviews
• Consideration of the external reviews of the
external auditor performed by the FRC’s
Audit Quality Review team and the Quality
Assurance Department of The Institute of
Chartered Accountants in England and
Wales(ICAEW).
Information provided by the auditor
• Details on the delivery of the audit plan and
any changes to the scope of work and the
impact of any risks.
• Assurance on the operation of audit quality
control procedures.
Management feedback
• Survey of audit quality and effectiveness
completed by executive directors and senior
management. This includes
recommendations for improvement.
• Assurance on the disclosure process for the
provision of information to the auditor.
Committee assessment
• Quality of regular audit reports.
• Feedback from Committee members
and regular attendees, including the
Group Financial Controller and Group
Assurance Director.
Non-audit services oversight
Provision of non-audit services
JM’s external auditors do not undertake non-audit services
that would compromise its independence and objectivity.
Inaccordance with the FRC’s Revised Ethical Standard, the
auditors are only permitted to undertake non-audit services
that are either required by regulation, or are closely related
to the audit, and do not create a threat to independence.
Our Non-Audit Services policy sets out the approval
thresholds to be obtained before PwC is engaged to provide
a permitted non-audit service. Services likely to cost
£25,000 or less must be approved by the Group Financial
Controller; services likely to cost more than £25,000 but less
than £100,000 must be approved by the Committee Chair.
Services likely to cost over £100,000 must be approved by
the Committee. These controls provide a clear framework
for managing any potential independence risks and support
the FRC’s Minimum Standards’ requirement for transparent
oversight of the auditor’s non-audit work. A summary of
non-audit services provided by the external auditor is
reported to the Committee twice a year. During the year, we
reviewed compliance with the policy, as well as details of the
non-audit services provided by PwC and associated fees.
Audit-related assurance services reported as non-audit
services related to the review of half-year financial
information and reporting, amounting to £347,750; other
non-audit services in the year were £12,509, in total
representing 7% of the audit fee, compared with audit fees
of £4.9 million. More information on fees incurred by PwC
for non-audit services, as well as the split between PwC’s
audit and non-audit fees, are in note 4 to the financial
statements on page 158.
Based on our review, the Committee was satisfied that the
nature and scale of non-audit services provided during the
year did not impair PwC’s independence or objectivity.
Fraud and compliance
The Committee oversaw enhancements to the Group’s fraud
risk management framework, recognising increased
regulatory focus arising from the Economic Crime and
Corporate Transparency Act 2023 and the introduction of
the new ‘failure to prevent fraud’ offence. In line with the
2024 Code’s emphasis on embedding culture and achieving
effective outcomes, the Committee reviewed management’s
assessment of fraud risks (for example, capital expenditure
and security of metals), the effectiveness of associated
controls, and the actions taken to strengthen fraud
prevention, detection and response. The Committee
received periodic updates on thematic fraud risks,
emerging trends and the adequacy of management’s
mitigation strategies.
The Committee also received regular briefings on regulatory
developments relevant to its remit, including developments
in corporate reporting, internal control expectations under
the 2024 Code, and the implications of the Minimum
Standard. The supported oversight of management’s actions
to maintain Committee’s compliance across a range of
regulatory requirements, including those relating to
precious metal governance, liquidity limits, data protection
and other regulatory matters disclosed in the year.
In accordance with the Minimum Standard, the Committee
ensured that the external auditor had unrestricted access to
staff, records and relevant information, supporting effective
challenge and the integrity of the audit process.
Statement of compliance
This report provides the disclosures required by the
Minimum Standard and has been prepared having regard to
the 2024 Code and DTR 7.1. The Committee believes that it
complied with the provisions of the Minimum Standard
during the financial year ended 31
st
March 2026.
Johnson Matthey Annual Report and Accounts 2026 91Financial statements Other informationStrategic report Governance
Investment Committee report
Post-investment reviews
The Committee reflected on lessons learned from previous
investments, endorsing enhanced independent assurance
and post investment review disciplines.
Transition of responsibilities
The Committee operated throughout the financial year ended
31
st
March 2026. However, following a review of governance
arrangements during the year, the Board agreed in May 2026
that, going forward, responsibility for matters previously
overseen by the Committee would transfer to the Board and
Group Leadership Team. This approach reflects the Board’s
view that capital allocation is integral to the execution of JM’s
strategy and is most effectively overseen as part of holistic
Board decision-making.
Barbara Jeremiah
Investment Committee Chair
Membership
• Barbara Jeremiah (Chair)
• Liam Condon
• Alastair Judge (from 1
st
January 2026)
• Sinead Lynch
• Richard Pike (from 1
st
April 2025 – 31
st
December 2025)
• Doug Webb
Other regular attendees
at committee meetings:
• Head of Strategy and Operations
(until31
st
December 2025)
Members’ attendance at committee meetings during the
year is set out on page 64
The Committee’s Terms of Reference, which define its
responsibilities and authority, are available at:
matthey.com/governance-framework
Barbara
Jeremiah
Investment
Committee Chair
Committee outcomes
Key outcomes arising from the Committee’s activities
during the financial year included:
• Reviewing and challenging the 2025/26 budget and
three-year plan, supporting the Board’s oversight of
capital allocation in line with JM’s strategic priorities.
• Challenging management’s plans to enhance capital
efficiency, including strengthening internal governance
and assurance arrangements for capital expenditure.
• Recommending that capital projects with a value
above £10 million be subject to board approval,
reinforcing disciplined and enterprise-wide
prioritisation of capital deployment.
• Providing focused oversight of the Group’s investment
in the new PGM refinery (3CR), including
consideration of execution and delivery risks.
The Investment Committee was established in January 2025
to support the Board’s focus on disciplined capital allocation,
capital structure and cash generation during a period of
significant strategic change for Johnson Matthey. The
Committee operated throughout the financial year ended
31
st
March 2026, providing additional oversight of major
investment and capital allocation matters as the Group
refocused on a simpler, more cash-generative operating model.
The Committee’s primary responsibilities included reviewing
and endorsing investment and capital allocation strategy,
major capital projects, and relevant inorganic activity,
prior to consideration by the Board. In discharging these
responsibilities, the Committee considered market conditions,
execution risk, expected returns and cash generation,
supporting the Board’s objective of delivering sustainable
shareholder value while balancing stakeholder interests.
The Committee met regularly to review significant
investment proposals, strengthen governance and assurance
arrangements, and support alignment between capital
deployment and strategic priorities, promoting disciplined,
risk-aware investment decision making.
Capital projects oversight
Capital project governance remained a key focus.
TheCommittee reviewed capital expenditure budgets,
challenged project prioritisation and supported strengthened
triage and assurance approach.
It also recommended that capital expenditure requests
above £10 million be subject to board approval, reinforcing
enterprise-wide control over capital deployment.
New platinum group metal (PGM)
refinery (3CR)
The Committee oversaw progress on the new PGM refinery,
including commissioning readiness, cost and schedule risks,
site performance and workforce matters.
Johnson Matthey Annual Report and Accounts 2026 92Financial statements Other informationStrategic report Governance
Societal Value Committee report
The Societal Value Committee (SVC) operated throughout
the financial year ended 31
st
March 2026, overseeing
Johnson Matthey’s approach to sustainability, culture, ethics
and compliance during a period of significant organisational
change. The Committee provided oversight and guidance on
the Group’s evolving sustainability agenda, monitored
progress against agreed priorities and supported the Board’s
oversight of culture and ethical standards.
The Committee’s work during the year was shaped by major
developments, including the announced sale of Catalyst
Technologies and the Group’s strategic reset towards a
simpler, more focused and cash-generative organisation. In
this context, the Committee’s oversight focused on ensuring
that sustainability, culture and ethical standards continue to
support disciplined execution, operational resilience and
long-term value creation.
Strategy and targets
Following the announced sale of Catalyst Technologies, the
Committee oversaw the Board’s review of the Group’s
sustainability strategy to ensure continued alignment with
JM’s refocused portfolio and long-term priorities. This
included consideration of existing sustainability ambitions
and targets and the ongoing assessment of the Group’s
pathway to net zero by 2040, to ensure it remains credible,
achievable and appropriately integrated within the Group’s
broader strategic reset.
Culture
The Committee supported the Board’s oversight of culture
during the year, recognising its importance in enabling
delivery of JM’s strategy during a period of significant
organisational change.
Membership
• Rita Forst
• Liam Condon
• Barbara Jeremiah
• Sinead Lynch
• John O’Higgins
• Richard Pike (until 31
st
December 2025)
• Alastair Judge (from 1
st
January 2026)
Other regular attendees
at committee meetings:
• Head of Strategy and Operations
• Group Chief People and Communications Officer
• General Counsel and Company Secretary
Members’ attendance at committee meetings during the
financial year is set out on page 64
The Committee’s Terms of Reference, which define its
responsibilities and authority, are available at:
matthey.com/governance-framework
Information on the governance of sustainability matters
beyond the Committee’s remit is set out in our TCFD
disclosures on pages 30 to 31
Rita Forst
Societal Value
Committee Chair
Engagement with
the workforce
Direct engagement with colleagues remains an
important source of insight for the Board, enabling
Non-Executive Directors to understand JM’s
culture, priorities and challenges during a period
ofchange.
During the year and up to the date of this Annual
Report, Board members engaged with colleagues
across the Group primarily through site visits and
informal sessions. As part of a visit to Sonning,
theBoard met with R&D colleagues, providing
an opportunity for open discussion on topics
including JM’s strategy and repositioning following
the announced sale of Catalyst Technologies.
TheBoard also met members of the Enterprise
Leadership Team during a visit to Royston,
discussing implementation of the new operating
model and the challenges faced during transition.
Where appropriate, these discussions took place
without management present, supporting open
and constructive dialogue. Feedback arising from
workforce engagement was shared with the Board
and informed Board discussions.
In addition, Non-Executive Directors are
encouraged to visit sites outside of the formal
Board meeting cycle. During the year, Rita Forst
visited the Group’s operations in Redwitz,
Germany, and met with colleagues across the site.
Johnson Matthey Annual Report and Accounts 2026 93Financial statements Other informationStrategic report Governance
Societal Value Committee report continued
Sustainability disclosures
The Committee reviewed and recommended to
the Board the approval of the sustainability
disclosures included in this Annual Report on
pages 28 to 49, including our TCFD disclosures on
pages 40 to 49.
Additional sustainability performance
data is published in the Sustainability
Performance Data Book:
matthey.com/sustainability-databook
Committee outcomes
Key outcomes arising from the Committee’s work
during the financial year included:
• Challenging sustainability performance data and
the robustness of underlying assumptions.
• Supporting the Board’s review of sustainability
targets following the announced sale of the
Catalyst Technologies business.
• Reviewing proposals for a revised sustainability
operating model to further embed sustainability
within strategy and operations.
• Considering progress on cultural evolution and
leadership behaviours.
• Challenging progress on the human rights
programme and diversity, inclusion and
belonging.
• Overseeing ethics and compliance updates,
including review of Speak Up trends,
investigation outcomes and actions taken to
address identified issues.
• Reviewing and approving the Modern Slavery
Statement and recommending it to the Board
for approval.
To assess cultural alignment and employee sentiment, the
Committee drew on a range of qualitative and quantitative
inputs, including:
• Feedback arising from direct engagement between Board
members and colleagues, including site visits and
workforce forums.
• Updates from the Group Chief People and
Communications Officer on workforce engagement,
inclusion and leadership behaviours.
• Regular Speak Up reports and thematic analysis,
providing insight into ethical culture and emerging risks.
Together, these inputs informed the Board’s oversight of
leadership behaviours, accountability and ethical standards
across the organisation as it progressed through transition.
Towards the end of the year, JM launched its refreshed
purpose – ‘Metals that matter, for a healthier world’.
Thisprovides a clear foundation for the ongoing embedding
of the Group’s core behaviours (safety first, always; take
accountability; drive results; and work together) as JM
operates with a leaner and more focused model.
Transition of responsibilities
The Committee continued to operate for the financial year
ended 31
st
March 2026.However, as sustainability and
societal considerations become increasingly embedded
within the Group’s strategy and operations, and following
a review of governance arrangements during the year,
theBoard agreed in May 2026 that, going forward,
responsibility for matters previously overseen by the
Committee would transfer to the Board and Group
Leadership Team.This approach reflects the Board’s view
that sustainability, culture and responsible business
practices are integral to JM’s long-term success and
are most effectively overseen as part of holistic Board
decision-making.
Rita Forst
Societal Value Committee Chair
Johnson Matthey Annual Report and Accounts 2026 94Financial statements Other informationStrategic report Governance
Remuneration Committee report
On behalf of the Remuneration Committee, I am pleased to
introduce the Directors’ remuneration report for the year
ended 31
st
March 2026.
This report is divided into three sections: my statement, the
new Directors’ Remuneration Policy which will be put to a
shareholder vote at the 2026 Annual General Meeting and
our Annual Report on Remuneration for the year ended
31
st
March 2026.
Our approach to remuneration
Our refreshed strategy refocuses on our core strengths in
precious metals while scaling businesses and exploring
emerging growth opportunities. Underpinned by a new
purpose, ‘metals that matter, for a healthier world’, we
believe this strategic approach will help us generate
substantial and sustainable returns and ensure longevity,
not only in the near and medium term, but also in the
longterm.
In the context of the above, the Committee undertook its
triennial Directors’ Remuneration Policy review this year,
including feedback from both internal and external
stakeholders, and benchmarking of our remuneration
practices, and concluded that our current pay model
(comprising of fixed pay, Annual Incentive Plan (AIP) and
Performance Share Plan (PSP)) remains appropriate for our
purpose and strategy. Further details on the minor changes
proposed to the Policy can be found below.
Our approach to Executive Director remuneration generally
cascades to our leaders below board level, with the
operation of alternative incentives (including restricted
stock) where appropriate to ensure we can compete for the
best executive talent in the geographic locations in which
we operate.
John O’Higgins
Chair of the Remuneration Committee
Membership
• John O’Higgins (Chair)
• Xiaozhi Liu
• Sinead Lynch
• Doug Webb
Other regular attendees
at committee meetings:
• Board Chair
• Chief Executive Officer
• General Counsel & Company Secretary
• Chief People & Communications Officer
• Group Reward Director
• Advisers to the committee
Members attendance at committee meetings during the
year is on page 64
The Committee’s Terms of Reference set out its full
responsibilities: matthey.com/governanceframework
Committee outcomes
The outcomes of the Committee’s key activities
during the year and up to the date of this
reportinclude:
• Considered changes to institutional investor
guidelines, regulatory changes and highlights
from the 2025 AGM season
• Conducted the triennial review of the Directors’
Remuneration Policy
• Consulted with internal and external
stakeholders in respect of the proposed Policy
• Reviewed group-wide salary budgets
• Approved Executive Director and Group
Leadership Team base salary increases
• Approved the new Board Chair’s fee
• Approved the new COO and CFO remuneration
packages
• Determined the extent of achievement against
the 2025/26 AIP targets and 2023/24 PSP targets
John O’Higgins
Remuneration
Committee Chair
Johnson Matthey Annual Report and Accounts 2026 95Financial statements Other informationStrategic report Governance
Remuneration Committee report continued
Overview of company performance
The 2025/26 financial year has been a year of continued
strategic execution and transformation progress in line with
our strategy. We continued to transform our business to
create a more streamlined organisation and made good
progress on the implementation of our new cash-focused
business model, delivering free cash flow of £168 million in
the year. We also achieved key milestones, for example,
initiating the commissioning of the new platinum group
metal (PGM) refinery in the second half of 2025/26 (which
is expected to be operational by calendar year 2027) and
the agreed sale of Catalyst Technologies to Honeywell for
£1,325 million on a cash and debt-free basis. The transaction
is expected to be completed by the end of August 2026,
andwe intend to return c.£1 billion of net sale proceeds to
shareholders following completion (comprising £800 million
through a special dividend, and £200 million through
a share buyback programme). These steps ensure that
we move into 2026/27 as a leaner, more focused, and
cash-generative business that is well placed to deliver
low- to-mid-single-digit growth in underlying operating
performance at constant precious metal prices and
constantcurrency.
With regard to financial performance during the year under
review, notwithstanding ongoing challenging macroeconomic
conditions, we achieved growth in underlying operating
profit for continuing operations (at constant exchange
rates and precious metal prices) of 6%, delivering a total
underlying operating profit for continuing operations of
£340 million.
Executive Director changes in the year
As announced on 20
th
November 2025, Alastair Judge was
appointed as Chief Financial Officer (CFO) and Executive
Director, effective from 1
st
January 2026. On the same date,
Richard Pike, our previous CFO, assumed the role of Chief
Operating Officer (COO), remaining on the Board as an
Executive Director. These changes were accompanied by a
streamlining of our Group Leadership Team from nine to six
people to accompany our transition into a more highly
focused and leaner business.
Upon his appointment to the Board, Alastair Judge’s salary
was set at £500,000. This is below the previous CFO’s salary
of £600,000 and is positioned conservatively against
appropriate FTSE benchmarks, reflecting the fact that this is
Alastair’s first plc Executive Director role. The Remuneration
Committee intends to review his salary in line with his
increased experience, performance and market rates of pay
in comparably sized businesses over the next two-year
period. In line with our current Policy and approach for the
CFO role, Alastair has an AIP opportunity of 150% of salary
and a PSP opportunity of 200% of salary. His shareholding
requirement is set at 200% of salary. Full details are set out
on page 119.
In his new role as COO, Richard Pike continues to receive
a salary of £600,000, in line with the salary set on his
appointment as CFO on 1
st
April 2025. As noted at the time,
this salary reflects Richard’s calibre as a well-established and
high-performing FTSE 100 Executive Director. Richard’s AIP
opportunity remains at 150% of salary, but his PSP
opportunity has increased from 200% to 250% of salary.
The Committee believes that the broader remit and
responsibilities associated with the new larger role are
better catered for through an increased long-term incentive
opportunity as opposed to adjusting other elements of pay
(e.g., base salary), such that any additional rewards in his
new role are contingent on delivering long-term value for
our shareholders. In line with his change of role for the final
quarter of the financial year under review, Richard received
a pro-rata ‘top-up’ to the 200% of salary PSP award that he
received during the year. The ‘top-up’ was over shares with a
value of 12.5% of salary being one quarter of the additional
50% of salary PSP opportunity associated with the role of
COO. In addition, following feedback from shareholders
during consultation in relation to the renewal of the
Directors’ Remuneration Policy that took place during the
year, the shareholding requirement applicable to Richard
has also increased from 200% to 250% of salary.
2025/26 incentive plan outcomes
AIP
The maximum AIP opportunity for 2025/26 remained
unchanged at 180% of salary for Liam Condon and 150% of
salary for Richard Pike. As set out earlier in this statement,
Alastair Judge was promoted to the role of CFO and joined
the Board on 1
st
January 2026. The details and figures
shown in this report in respect of his AIP relate only to the
time served as an Executive Director in the year (i.e., from
1
st
January to 31
st
March 2026). His AIP opportunity was
150% of base salary, pro-rated for this period.
The AIP was based on Group free cash flow (37.5%),
underlying profit before tax (37.5%), and strategic targets
(25%). Given the planned divestment of Catalyst Technologies,
targets were set at the start of the year based on continuing
Group operations for both underlying profit before tax and
free cash flow. Accordingly, performance against the targets
has been measured on this basis.
Based on an actual outcome of 47.8% of maximum in Group
profit before tax, and 40.6% of maximum in Group free
cash flow (as noted above) along with strong performance
against individual tailored strategic targets, the outcome of
the AIP was 53.1% of maximum payable for Liam Condon,
50.7% of maximum payable for Alastair Judge and 55.6% of
maximum payable for Richard Pike.
The Committee was comfortable that the outcome of the
AIP was appropriate and so no discretion was applied. In
reaching this conclusion, the Committee noted that the AIP
payable to the Executive Directors was within the typical
range of AIP awards (expressed as a percentage of the
maximum AIP award available) paid to employees across
the group, and it also considered the broader stakeholder
experience through the year which included share price
appreciation of over 40%. One half of the AIP award payable
will be deferred in shares for a period of three years. More
details on the performance against the annual targets and
strategic objectives are set out on pages 115 and 116.
Johnson Matthey Annual Report and Accounts 2026 96Financial statements Other informationStrategic report Governance
Remuneration Committee report continued
PSP
Our Chief Executive Officer (CEO), Liam Condon, was
granted a PSP award in August 2023 that was eligible to
vest based on performance against challenging EPS growth
(30%), relative total shareholder returns (TSR) performance
(40%), and a strategic objectives scorecard (30%) tested
over the three-year period ending 31
st
March 2026. Richard
Pike was not in role at the time the 2023 PSP award was
granted. Alastair Judge, having been in employment at the
time of the August 2023 PSP award, received an award
subject to the same performance targets that applied to the
CEO’s award, but with no holding period in line with the
approach taken for below Board participants.
While a positive total shareholder return was delivered over
the performance period as we implemented a business
transformation, performance was just below the threshold
performance hurdle and our EPS performance was also
below the threshold target. However, based on strong
progress in reducing Scope 1 and 2 GHG emissions,
improving the percentage of female representation in
management roles and a cost reduction from business
services, a partial vesting against strategic objectives was
achieved and resulted in a vesting of 11.25% of the total
award. As part of confirming this vesting outcome, the
Committee had regard to the level of return on invested
capital (ROIC) achieved during the period. The Committee
was comfortable that the level of vesting was appropriate in
the context of the overall progress of the company.
The Remuneration Committee, having had regard to the
remuneration outcomes across the Group, including
considering the relationship between executive and wider
workforce pay, is satisfied that the remuneration outcomes
are appropriate and that the Remuneration Policy operated
as intended during the year.
Directors’ Remuneration Policy
The 2026 AGM marks the three-year anniversary of our
current Remuneration Policy. As a result, we will be seeking
shareholder approval for an updated Remuneration Policy at
our forthcoming AGM.
During the year, a full review process was undertaken,
considering the pay model, the historic relationship
between performance and reward, the alignment between
performance metrics and strategy, and alignment with
shareholder expectations and market practice. Having had
regard to these factors, the Committee concluded that the
current pay model is working effectively, and provides a
robust relationship between performance and reward.
Therefore, no material changes to the policy structure are
being proposed. However, we are making some minor
changes to reflect recent Board changes and updated
corporate governance expectations, as follows:
1. Definition of the COO role throughout the Policy. As set
out earlier in this statement, it was announced on 20
th
November 2025 that Richard Pike would assume the
role of COO on 1
st
January 2026, remaining on the Board
as an Executive Director. In order to reflect this change,
the Policy will be updated throughout to clarify the
approach for the COO (where previously it has included
reference to the “Chief Executive Officer” and “Other
Executive Directors”).
2. Introduction of flexibility to reduce deferral under the
AIP (from 50% to 25%, taking into account market
practice at the relevant time) once shareholding
requirements are met. This change is proposed to align
with the additional flexibility afforded by the 2024
Investment Association’s Principles of Remuneration.
With our incentives purposefully weighted towards
long-term performance, and shareholding requirements
of 200% – 250% of salary for our executives, the
Committee is comfortable that the proposed approach
balances alignment with shareholders and flexibility
forexecutives.
3. Changes to our malus and clawback provisions to align
the trigger events under the AIP and PSP, and to enable
the Committee to lapse a good leaver’s share award
should they take up comparable employment with
another company (for example, following leaving by way
of retirement).
4. An increase to the share ownership guideline for the
role of COO from 200% to 250% of salary to align with
the annual PSP opportunity for this role.
Applying the Remuneration Policy in
2026/27
Base salary
During the year the Committee reviewed the salary increase
budget for the wider workforce, which was set at 3.5% in
the UK (inclusive of merit awards). Having considered recent
market practice for Executive Director salaries, individual
market positioning, and increases to salaries for the wider
workforce, the Committee approved an increase of 2% for
Liam Condon with effect from 1
st
April 2026. As a result of
the increase to Richard Pike’s PSP award level following his
promotion to COO, and Alastair Judge having his salary set
at £500,000 on his promotion to CFO, the next review date
for their base salaries will be 1
st
April 2027.
AIP
The maximum opportunity will remain at 180% of salary for
the CEO and 150% of salary for the CFO and COO, and the
target opportunity will continue to be set at 50% of the
maximum.
The current performance measures (37.5% Group free cash
flow, 37.5% underlying profit before tax, and 25% strategic
targets) are considered to be fully aligned to our published
short-to-medium term objectives. That being said, in order
to simplify the AIP construct and provide a slight increase in
the weighting given to financial measures, for 2026/27, it is
proposed that the measures are reweighted to 40% group
free cash flow, 40% underlying profit before tax, and 20%
strategic targets.
PSP
The Remuneration Committee intends to grant awards at
250% of salary for the CEO and COO, and at 200% of salary
for the CFO.
Johnson Matthey Annual Report and Accounts 2026 97Financial statements Other informationStrategic report Governance
Remuneration Committee report continued
In recent years, the PSP has been based on four equally
weighted measures: EPS, ROCE, Relative TSR, and
sustainability. However, for 2026/27, we have removed
Relative TSR as a measure given that (i) we do not have a
comparable peer group (noting that there are no other
UK-listed companies engaged in the same business
segments as Johnson Matthey, and that internationally only
Umicore and a segment of BASF are appropriate peers), and
(ii) the proposed return of value to shareholders post the
completion of the sale of the Catalyst Technologies
businesses means that there will be a period of market
adjustment as to the valuation of our streamlined Company.
As a result, retaining TSR for the next award cycle risks
having external factors driving vesting outcomes, rather
than executive performance. In this context, given our clear
set of published medium-term financial targets, we believe
it is more appropriate to set long-term incentive plan targets
that align with our financial goals, which will underpin the
delivery of future value creation for shareholders.
Therefore, for 2026/27, the PSP will be based 40% on
underlying EPS, 40% on ROCE, and 20% on sustainability
measures. The weightings reflect our continued focus on
driving operating profit growth in a cost-efficient manner
which will be captured by EPS, and our progress in
delivering value from the cash we continue to invest in
Hydrogen Technologies and our PGM refineries which will
be captured by ROCE. In terms of sustainability measures,
these continue to be considered well-aligned to our
medium-term targets, with a focus on safety, climate and
diversity crucial to the success of the business and key
differentiators for Johnson Matthey. The proposed approach
ensures a simple focus on our key priorities, and also
results in a slight increase in the weighting given to
financialmeasures.
The Remuneration Committee retains discretion to adjust
the number of shares vesting having had regard to
underlying performance during the three-year performance
period and/or if it considers there to have been the potential
for a windfall gain on vesting. The factors that the Committee
would consider in determining if there had been a windfall
gain would include, but not be limited to, the share price on
grant and at the end of the period, and performance
through the period.
Prior to granting the 2026/27 PSP award, the Committee
intends to undertake a final review of the award quantum
and performance targets to allow for consideration of the
prevailing market conditions at the time of grant. The
Committee will also set the target ranges having had regard
to the proposed quantum of awards to ensure the targets
are suitably stretching.
Chair and Non-Executive Director fees
The fees payable to the Chair and Non-Executive Directors
are reviewed annually. With regard to the appointment of
the new Chair, Andrew Cosslett, his fee was set at £416,274
from the date of his appointment in July. His fee was set
taking into account the calibre of the individual and
expected time commitment of the role. The next review
date for the fee is 1
st
April 2027. The wider Non-Executive
Director fees were increased by 2% with effect from
1
st
April2026.
Wider employee remuneration
Paying our employees fairly for their role, skills, experience
and performance is central to our approach to
remuneration, and our reward framework and policies
support us in doing this.
Equal pay is also critical, and we review our pay levels on
an ongoing basis to ensure that employees are paid fairly.
We continued our work in this area during the year under
review and continue to take steps to be ready for the EU Pay
Transparency Directive.
We are also committed to the real living wage and
narrowing the gender pay gap that exists among our
employees, and to tackling the root causes of gender
imbalance to ensure a truly inclusive culture that supports
diversity. We aspire to offer a well-balanced, progressive and
structured approach to reward, with appropriate variation
by location. We also find that non-financial reward elements
are essential to a supportive culture, with the wellbeing of
employees a prominent part of our employment
proposition. The Committee reviews workforce
remuneration and related policies to ensure there is
alignment of reward and incentives with culture.
This year, all employees were able to provide their feedback
on a range of matters, including remuneration, through our
annual employee engagement survey and local and global
town hall meetings.
Shareholder engagement
Ahead of the 2026 AGM, we engaged with our largest
investors owning over 50% of the issued share capital of the
Company, to understand their views on our proposed new
policy and the proposed implementation in 2026/27.
Thefeedback we received was supportive of retaining
our current approach to Directors’ remuneration and the
minor changes proposed. However, it was requested in
consultation that consideration be given to increasing the
COO’s share ownership guideline to 250% of salary (from
200%) to align with ongoing PSP award level of the role.
Asa result of this request, the Committee revised its original
policy proposals to include the higher share ownership
guideline at 250% of salary for the COO.
2026 AGM
I would like to thank shareholders for their input and
engagement during the year in relation to the
Remuneration Policy. We believe that our policy remains
simple, transparent, and effective, strongly supporting our
business strategy with remuneration outcomes aligned to
the shareholder experience.
We welcome an open dialogue with our shareholders, and I
will be available at the 2026 AGM to answer any questions
about the work of the Remuneration Committee
I ask you to support the binding vote on the Directors’
Remuneration Policy and the advisory vote on this annual
statement and the 2025/26 annual report of remuneration
at our AGM on 16
th
July 2026.
John O’Higgins
Chair of the Remuneration Committee
Johnson Matthey Annual Report and Accounts 2026 98Financial statements Other informationStrategic report Governance
Remuneration at a glance
Aligning remuneration
with strategy
We will use our deep
knowledge of metals chemistry
to help deliver critical
technologies for customers in
the mobility (transport),
industrial and energy markets,
while driving improved profit
margins, disciplined capital
allocation and strong cash
generation for shareholders.
The 2025/26 Strategic
milestones and our KPIs can be
found on pages 115 and 116.
1. Richard Pike assumed his role as Chief Financial Officer on
1
st
April 2025, so no comparative figures are available for
2024/25. The figures shown for Richard in 2025/26 relate
to his role as Chief Financial Officer from 1
st
April to
31
st
December 2025, and his role as Chief Operating Officer
from 1
st
January to 31
st
March 2026.
2. Alastair Judge assumed his role as Chief Financial Officer on
1
st
January 2026, so no comparative figures are available for
2024/25. The 2025/26 figures shown above include
pro-rated salary, benefits and pension in respect of time
served as CFO during the year (that is, from 1
st
January to
31
st
March 2026), his AIP award only insofar as it relates to
time served as an Executive Director in the year, and the LTIP
award relates to time prior to becoming ED.
3. Richard Pike was not in role at the time the 2023/24 PSP
award was granted. Total PSP shown as a % of 31
st
March
2026 salary.
2026 pay outcomes
The pay breakdowns for the Executive Directors in 2025/26 and 2024/25 (where applicable) are set out below:
Liam Condon Richard Pike Alastair Judge
Outcomes of variable remuneration Weighting
Formulaic
outcome
(% base salary)
Formulaic
outcome
(% base salary)
Formulaic
outcome
(% base salary)
Annual
Incentive
Plan
Group free cash flow 37.5% 27.4 22.8 22.5
Underlying profit before tax 37.5% 32.2 26.9 26.5
Strategic targets 25% 36.0 33.8 27.7
Total 100% 95.6 83.5 76.8
Performance
Share Plan
3
Compound annual growth rate in earnings per share 30% –
Total shareholder return 40% –
Strategic objectives scorecard 30% 32.7 – 14.5
Total 100% 32.7 – 14.5
Fixed pay (£’000) Fixed pay (£’000) Fixed pay (£’000)2025/26 2025/26 2025/26
2025/26 2025/26 2025/26
2024/25 2024/25 2024/25
2024/25 2024/25 2024/25Variable pay (£’000) Variable pay (£’000) Variable pay (£’000)
Salary Salary Salary1,038 600 1251,013 – –
Benefits Benefits Benefits29 19 5264 – –
Pension Pension Pension156 90 19152 – –
Annual Incentive Plan Annual Incentive Plan Annual Incentive Plan993 501 961,406 – –
Performance Share Plan Performance Share Plan Performance Share Plan340 – 73216 – –
Liam Condon,
Chief Executive
Officer
Richard Pike,
Chief Financial
Officer
until 31
st
December 2025 and
Chief Operating
Officer
thereafter
1
Alastair Judge,
Chief Financial Officer
from 1
st
January 2026
2
Johnson Matthey Annual Report and Accounts 2026 99Financial statements Other informationStrategic report Governance
Remuneration Policy
The Directors’ Remuneration Policy set out below will be subject to a binding shareholder vote at the 2026 AGM on 16
th
July 2026.
If approved, the Policy will apply for three years from the 2026 AGM.
The Committee is responsible for determining, and agreeing with the Board, the Directors’ Remuneration Policy and has oversight of its implementation. The Committee has clear terms of
reference, works with management and independent advisers to develop proposals and recommendations, and exercises independent judgement when making decisions. This process is
considered to manage any potential conflicts of interest.
As set out in the Chair’s statement on page 95, the Committee is of the view that the current pay model is working effectively, and provides a robust relationship between performance and
reward. However, the following minor changes are being made to the Policy to reflect recent Board changes and updated corporate governance expectations:
Other minor drafting changes have been made to provide more clarity on the operation of the Policy.
The Remuneration Policy table on page 101 describes each component of the Directors’ Remuneration Policy, its purpose and link to strategy, how it works, the opportunity, boundaries
and performance measures, and any clawback or withholding conditions that apply. The policy was informed by consultation with key stakeholders, including our shareholders and proxy
advisorybodies.
Definition of the COO role
throughout the Policy.
In order to reflect Executive Director
changes in 2025/26, the Policy will be
updated throughout to clarify the
approach for the COO role (where
previously it has included reference to
the “Chief Executive Officer” and
“Other Executive Directors”).
Changes to our malus
and clawback provisions
to align the trigger events under the
AIP and PSP, and to enable the
Committee to lapse a good leaver’s
share award should they take up
comparable employment with another
company (for example, following
leaving by way of retirement).
Introduction of
flexibility to reduce
deferral under the AIP
(from 50% to 25%, taking into
account market practice at the
relevant time) once shareholding
requirements are met.
An increase to the share
ownership guideline for
the role of COO
from 200% to 250% of salary to align
with the annual PSP opportunity for
this role.
Johnson Matthey Annual Report and Accounts 2026 100Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Remuneration Policy table
Purpose and link
tostrategy Operation of the element Potential value of element and performance measures
Base salary
Base salary is the basic
pay for doing the job.
Itspurpose is to provide
a fair and competitive
level of base pay to
attract and retain
individuals of the calibre
required to lead the
business.
Base salaries will normally be reviewed annually, and any changes normally take effect from
1
st
April each year.
In determining salaries and salary increases, the Remuneration Committee will take account of
the performance of the individual Director against a broad set of parameters including financial,
environmental, social and governance issues.
The Remuneration Committee will also take into account the Director’s knowledge, contribution
to the role, length of time in post, and any additional responsibilities since the last salary review,
as well as the level of salary increases awarded to the wider Johnson Matthey workforce.
Salaries across the Group are benchmarked against a comparator group of similarly sized
companies, predominantly within the FTSE, with a comparable international presence and
geographic spread and operating in relevant industry sectors.
New appointments or promotions will be paid at a level reflecting the Executive Director’s level
of experience in the particular role and at Board level. New or promoted Executive Directors
may receive higher pay increases than typical for the Group over a period of time following their
appointment as their pay trends towards an appropriate level for their role, as determined by the
Remuneration Committee.
Maximum opportunity
No salary increase will be awarded which results in a base
salary which exceeds the competitive market range
considered appropriate by the Committee for the role.
Details of the current salaries for the Executive Directors
are included in the 2025/26 Annual Report on
Remuneration on page 113.
Benefits
Benefits are provided to
support the Director in
his or her performance
in the role. They help
to remove certain
day-to-day concerns
from Executive
Directors, to allow them
to focus on managing
and directing the
business.
Benefits include, but are not limited to, medical, life and income protection insurance, medical
assessments, company sick pay, and a company car (or equivalent).
Other appropriate benefits may also be provided from time to time at the discretion of the
Remuneration Committee.
Directors’ and officers’ liability insurance is maintained for all Directors.
Directors who are required to move for a business reason may, where appropriate, also be
provided with benefits such as relocation benefits (for example, the provision of
accommodation, transport or medical insurance away from their country of residence) and
schooling for dependents. The Company may pay the tax on these benefits.
Directors may be assisted with tax advice and tax compliance services.
The Company will reimburse all reasonable expenses (including any associated tax charges)
which the Executive Director is authorised to incur while carrying out executive duties.
Benefits are not generally expected to be a significant part
of the remuneration package in financial terms, and will
normally be restricted to the typical level in the relevant
market for an Executive Director.
Car benefits will not normally exceed a total of £25,000
per annum.
The cost of medical insurance for an individual Executive
Director and dependants will not normally exceed £25,000
per annum.
Pension
Provides for
post-retirement
remuneration.
All Executive Directors will be eligible to participate in a company pension plan and/or paid a
cash supplement in lieu of membership in a pension plan.
The maximum Company contribution is 15% of base salary
for Executive Directors. This is aligned to the typical cost of
providing pension benefits to other employees in the UK.
To the extent there is a reduction in this typical cost, the
Company’s contribution for Executive Directors will reduce.
Johnson Matthey Annual Report and Accounts 2026 101Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Purpose and link
tostrategy Operation of the element Potential value of element and performance measures
Annual
Incentive Plan
The AIP provides a strong
incentive aligned to
strategy in the short
term. It allows the Board
to drive and reward
both financial and
non-financial
performance, including
leadership behaviours,
in order to deliver
sustainable growth in
shareholder value.
The AIP plays a key part
in the motivation and
retention of Executive
Directors, one of the key
requirements for
long-term growth.
Deferral and malus
and clawback ensure
that longer-term
considerations are
properly taken into
account in the pursuit
of annual targets.
The Remuneration Committee sets the AIP performance measures and targets for each new
award cycle. At the end of the year, the Committee determines the extent to which these have
been achieved. The Committee retains the discretion to reduce any AIP award if, in its opinion, the
underlying financial performance of the Company has not been satisfactory in the circumstances.
Deferral
Of any amount paid, up to 50% is normally paid in cash and the remaining balance is deferred
into shares for a three-year period as an award under the Deferred Bonus Plan. Where an
Executive Director’s shareholding requirements have been met, the Remuneration Committee
may reduce the level of deferral (potentially down to 25%), taking into account market practice
at the relevant time.
As defined in the plan rules, no further performance conditions apply to awards under the
Deferred Bonus Plan. Dividends that accrue on the deferred shares during the vesting period will
be paid in either cash and/or shares at the time of vesting.
Malus and Clawback
The cash and deferred elements of the AIP are subject to malus and clawback provisions such
that they can be forfeited or recouped in part or in full in the event of a misstatement of results,
error in the calculation, misconduct by the individual, serious reputational damage, failures of
risk management, or corporate failure. The Committee retains the right to lapse the outstanding
deferred bonus awards of a ‘good leaver’ should they take up comparable employment with
another company (for example, following leaving by way of retirement). These provisions apply
to awards for a period of 3 years following the end of the relevant performance period. This
timeframe is in line with market standards and allows the organisation to identify and respond
to any circumstances or events that may arise post-award. The selected period balances the
need for robust risk mitigation with fairness to participants and reflects our commitment to
maintaining high standards of governance. This provision was not applied during 2025/26.
Adjustments
The Remuneration Committee retains discretion to change the performance targets if there is a
significant and/or material event which causes the Committee to believe the original targets are no
longer appropriate (for example, to reflect material acquisitions or disposals).
The Remuneration Committee also retains discretion to amend the level of AIP determined by
the formulaic outcome of the performance condition(s) to seek to ensure that the incentive
structure for Executive Directors does not raise environmental, social and governance risks by
inadvertently motivating irresponsible behaviour. For example, the Committee may reduce AIP
awards, including to zero, where the Company has suffered reputational damage or where other
aspects of performance, including leadership behaviour, have been unacceptable.
The Remuneration Committee retains the ability to increase AIP awards from the levels
determined by the formulaic outcome of the performance condition(s) where there is
identifiable and exceptional performance by the Executive Director. AIP payments in such
circumstances would remain within the maximum AIP opportunity and shareholders would be
fully informed of the rationale for the increase in award.
Maximum opportunity and vesting thresholds
• Chief Executive Officer – 180% of base salary.
• Chief Operating Officer – 150% of base salary.
• Chief Financial Officer – 150% of base salary.
Where financial measures are set the threshold
performance level will normally result in an AIP award of
up to 25% of the target opportunity. On-target
performance will normally result in a 50% payment of the
maximum opportunity. Where non-financial targets are
set, it may not be practicable to set targets on a
slidingscale.
Performance measures
AIP awards are based on the achievement of demanding
financial and, where appropriate, non-financial targets.
The Remuneration Committee may use different
performance measures and/or weightings for each
performance cycle as appropriate to take into account the
strategic needs of the business. However, a substantial
portion (that is, at least 60%) will normally be based on
key financial measures, for example, underlying PBT.
Targets are normally set applying a robust bottom-up
process to achieve full accountability. The financial
performance targets are retrospectively published in the
immediately following Annual Report on Remuneration.
Details of last year’s AIP awards are on pages 114 and 115.
The performance period for AIP purposes matches that of
our financial year (currently 1
st
April to 31
st
March).
Johnson Matthey Annual Report and Accounts 2026 102Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Purpose and link
tostrategy Operation of the element Potential value of element and performance measures
Performance
Share Plan
The PSP is designed to
ensure that executives
take decisions in the
interest of the longer-
term success of the
Group.
Shares may be awarded each year and are subject to performance conditions which are
normally tested over a minimum three-year performance period. Subject to the performance
conditions being met, the shares will vest, after which the Directors will normally be required to
hold any vested shares until the fifth anniversary of the award.
The performance targets are set by the Remuneration Committee based on internal and external
growth forecasts to ensure they remain appropriate and aligned with shareholder expectations.
The awards are granted in accordance with the rules of the plan approved by shareholders. The
maximum award level is 250% of base salary. Awards may be granted in the form of conditional
shares, nil or nominal cost options or cash (where the awards cannot be settled in shares).
Dividends that accrue during the post-vesting holding period will be managed in accordance
with our dividend re-investment process.
Malus and Clawback
PSP awards are subject to malus and clawback provisions that can apply in the case of a
misstatement of results, error in the calculation, misconduct by the individual, serious
reputational damage, failures of risk management or corporate failure. The Remuneration
Committee retains the right to lapse the outstanding PSP awards of a ‘good leaver’ should they
take up comparable employment with another company (for example, following leaving by way
of retirement). These provisions apply to awards for a period of three years following the end of
the relevant performance period. This timeframe is in line with market standards and allows the
organisation to identify and respond to any circumstances or events that may arise post-award.
The selected period balances the need for robust risk mitigation with fairness to participants and
reflects our commitment to maintaining high standards of governance. This provision was not
applied during 2025/26.
Adjustments
The Remuneration Committee has the power to adjust the annual award level, for example in
the event of a material fall in share price, as well as the power to adjust the vesting level of an
award based on the underlying performance and/or circumstances of the Company.
The Remuneration Committee may adjust the performance measures and/or targets to reflect
material changes (for example, significant acquisitions or disposals, share consolidation, share
buy-backs or special dividends). Any such change would be fully explained to shareholders at the
relevant time.
Award levels and vesting thresholds
The maximum award level is 250% of salary.
The current award levels are:
• Chief Executive Officer – 250% of base salary.
• Chief Operating Officer – 250% of base salary.
• Chief Financial Officer – 200% of base salary.
Threshold performance will normally result in vesting of up
to a maximum of 25% for each performance measure. The
actual threshold vesting will depend on the performance
metric and the performance range set for the specific
metric. Maximum performance will normally result in
vesting of 100% of the relevant part of the award. Vesting
between threshold and maximum levels of performance
will increase on a graduatedscale.
Performance measures
PSP awards normally vest after a minimum three-year
performance period and will normally be subject to
financial and/or shareholder return targets. In addition,
strategic and/or sustainability targets may be used. In all
cases, the majority of the award will normally remain
linked to financial and/or shareholder return targets.
For 2026/27, the following performance measures will
beused:
a. The compound annual growth rate (CAGR) of
underlying EPS (40%);
b. Return on Capital Employed (ROCE) (40%);
c. Sustainability targets (20%).
The targets for these measures are shown on page 122.
The Remuneration Committee retains the discretion to
amend the weightings, targets and measures detailed for
future awards as appropriate to reflect the business strategy.
All-employee
share plan
Encourages share
ownership
Executive Directors are entitled to participate in the Company’s all-employee plan under which
regular monthly share purchases are made and matched with an award of company shares,
subject to retention conditions.
Executive Directors would also be entitled to participate in any other all-employee arrangements
that may be established by the Company in the future on the same terms as all other employees.
Executive Directors are entitled to participate up to the
same limits in force from time to time for all employees.
Johnson Matthey Annual Report and Accounts 2026 103Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Purpose and link
tostrategy Operation of the element Potential value of element and performance measures
Shareholding
requirements
To encourage Executive
Directors to build a
shareholding in the
Company and ensure the
interests of management
are aligned with those
of shareholders
Executive Directors are expected to build up a shareholding in the Company over a reasonable
period of time, and upon cessation of employment are normally expected to retain a
shareholding for a period of up to two years.
Shares that count towards achieving these guidelines for an Executive Director include: all
shares beneficially owned by an Executive Director, or a person connected to the Executive
Director as recognised by the Remuneration Committee; deferred bonus shares; and PSP awards
that have vested and so are no longer subject to performance conditions but are within a
holding period.
Executive Directors are normally expected to retain at least 50% of the net (after tax) vested
shares that are released under the PSP and Deferred Bonus Plan until the required levels of
shareholding are achieved.
Executive Directors are not required to make personal share purchases to increase their
shareholding and so a newly appointed Director may take longer to reach the expected level of
shareholding, depending on the outcome of AIP and PSP awards in the years following their
appointment. In addition, if an Executive Director has not been able to build up their
shareholding to the relevant level prior to cessation of employment, they are not required to
purchase shares to satisfy the post-cessation shareholding requirement.
There is no requirement for Non-Executive Directors to hold shares, but they are encouraged to
acquire a holding over time.
The minimum shareholding requirement while an
Executive Director and for the two-year period after
cessation of employment is as follows:
• Chief Executive Officer – 250% of base salary.
• Chief Operating Officer– 250% of base salary.
• Chief Financial Officer – 200% of base salary.
Non-executive
director fees
To attract, retain and
motivate Non-Executive
Directors with the
required knowledge
and experience.
Non-Executive Director fees are determined by the Board and the Non-Executive Directors
exclude themselves from these discussions.
The fees for the Chair are determined by the Remuneration Committee taking into account the
views of the Chief Executive Officer. The Chair excludes themself from these discussions.
Non-Executive Directors are paid a base fee each year with an additional fee for each
Committee Chair or additional role held.
Non-Executive Director fees are reviewed every year. Any increase will take into account the
market rate for the relevant positions within a comparator group of similar sized companies with
a comparable international presence and geographic spread and operating in relevant industry
sectors, as well as the experience of the individuals and the expected time commitment of
therole.
Additional fees or non-executive benefits (e.g., assistance with tax filings or administrative
support, or an allowance for intercontinental travel including any associated tax) may be
payable to reflect time commitment.
The Company will also reimburse the Chair and Non-Executive Directors for all reasonable
expenses (including tax thereon) incurred while carrying out duties for the Company.
Details of the current fee levels for the Chair and
Non-Executive Directors are set out in the Annual Report
on Remuneration on page 113.
The fee levels are set subject to the maximum limits set
out in the Company’s Articles of Association.
Johnson Matthey Annual Report and Accounts 2026 104Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Selection of performance targets
Annual Incentive Plan
Financial performance targets under the AIP are set by the Remuneration Committee with
reference to the prior year and to the budgets and business plans for the coming year, ensuring
the levels to achieve threshold, target or maximum payout are appropriately challenging.
The performance measures for 2026/27 are predominantly based on financial measures
(80% of the maximum opportunity), namely Group free cash flow and underlying profit
before tax, with the remainder of the AIP based on strategic targets. These measures are
considered to be fully aligned to our published short-to-medium term objectives.
Commercial sensitivity precludes the advance publication of the actual targets, but these
targets will be retrospectively published in the Annual Report on Remuneration for 2026/27.
Performance Share Plan
The performance targets under the PSP are set to reflect the Company’s longer-term growth
objectives at a level where the maximum represents genuine outperformance. As detailed in
the Chair’s statement, the 2026/27 PSP will be based 40% on EPS, 40% on ROCE, and 20%
on sustainability measures. EPS has historically been chosen as it is a clear and transparent
measure of absolute growth in line with the Company’s strategy. ROCE is considered a simple
and clear measure of our success in creating shareholder value. Sustainability targets
continue to be well-aligned to our medium-term targets, with a focus on climate and
diversity crucial to the success of the business and key differentiators for Johnson Matthey.
Discretion
The Remuneration Committee can exercise discretion in a number of areas when operating
the Company’s incentive plans, in line with the relevant rules of the plan. These include (but
are not limited to):
• The choice of participants
• The size of awards in any year (subject to the limits set out in the Directors’ Remuneration
Policy table)
• The extent of payments or vesting in light of the achievement of the relevant performance
conditions
• The determination of good or bad leaver status and the treatment of outstanding awards
(subject to the provisions of the plan rules and the relevant Remuneration Policy
provisions)
• The treatment of outstanding awards and assessing performance in the event of a change
of control.
In addition, if events occur which cause the Remuneration Committee to conclude that any
performance condition is no longer appropriate, that condition may be substituted, varied or
waived as is considered reasonable in the circumstances, in order to produce a fairer
measure of performance that is not materially less difficult to satisfy.
Remuneration scenarios
On the next page is an illustration of the potential future remuneration that could be received by each Executive Director for the year starting 1
st
April 2026, both in absolute terms and
as a proportion of the total package under different performance scenarios. The value of the PSP is based on the award that will be granted in August 2026. In developing the scenarios,
thefollowing assumptions have been made:
Below threshold Only fixed elements of remuneration (base salary, pension and benefits) are payable
Threshold Fixed elements of remuneration plus 25% of target AIP and 22% vesting of PSP award are payable
Target Fixed elements of remuneration plus 50% of maximum AIP and 60% vesting of PSP award are payable
Maximum Fixed elements of remuneration plus 100% of maximum AIP and 100% vesting of PSP award are payable
Maximum plus 50% share priceappreciation Maximum plus a 50% share price appreciation on the PSP award
Johnson Matthey Annual Report and Accounts 2026 105Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Value of package Composition of package
Liam Condon
(‘000)
Richard Pike
(‘000)
Alastair Judge
(‘000)
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Base salary Benefits Pension Bonus PSP
PSP share price appreciation
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0 500 1,000 1,500 2,000 2,500 3,000
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Maximum with 50%
share price appreciation
Maximum
Target
Threshold
Below threshold
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Johnson Matthey Annual Report and Accounts 2026 106Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Group employee considerations
The Remuneration Committee considers the Directors’ remuneration, along with the
remuneration of the GLT, in the context of the wider employee population, and is kept
regularly updated on pay and conditions across the Group.
We aspire to offer a well-balanced, progressive and structured approach to reward, with
appropriate variation by location. We also find that the non-financial reward elements are
essential to a supportive culture, with the wellbeing of employees a prominent part of our
employment proposition.
The general principle for remuneration in Johnson Matthey is to provide a competitive package
of pay and benefits in all markets and at all job levels to attract and retain high-quality
and diverse employees. Equal and fair pay is also a critical component of our proposition,
Executive directors Senior managers Middle managers Managers Wider workforce
Base salary
Base salary is set with reference to the relevant local market and takes account of the employee’s knowledge, experience and
contribution to the role. Base salaries are usually reviewed annually and take into account local salary norms, local wage
inflation and business conditions. Increases in base salary for Executive Directors will take into account the level of salary
increases granted to all employees within the Group.
Base salary is either subject to
negotiation with local trade
unions or follows the market
pay approach outlined for
managers.
Pension and
Benefits
Employment-related benefits are offered in line with local market conditions.
Short-term
incentives
Annual incentive based on
80% financial metrics plus
20% strategic objectives.
Compulsory deferral into
shares for three years.
Annual incentive based on
80% financial metrics or
strategic business goals, plus
20% individual performance.
Compulsory deferral into
shares for three years for
certain employee levels within
this category.
Annual incentive based on 75% financial metrics or strategic
business goals, plus 25% individual performance.
Annual incentive is either
subject to negotiation with
local trade unions or follows
the standard AIP framework
with financial, non-financial
and individual performance
measures used.
Long-term
incentives
PSP awards are subject to a
three-year performance
period and a two-year holding
period. Performance
conditions are designed to
drive company financial
performance and align with
stakeholder interests.
PSP awards are subject to a three-year performance period.
Performance conditions are designed to drive company
financial performance and align with stakeholder interests.
Restricted Share Plan (RSP) awards may be granted as special
recognition or to motivate and retain key talent. They are
typically subject to a two to three-year service condition.
RSP awards may be granted as special recognition or to
motivate and retain key talent. They are typically subject to a
two to three-year service condition.
Eligible employees may participate in JM’s Share Incentive Plan (ShareMatch). One free matching share is awarded for every one partnership share purchased
by the employee, subject to an annual maximum employee contribution of £1,500.
andwe regularly review our pay levels and develop actions to remove any form of potential
inequality. The proportion of variable pay increases with progression through management
levels, with the highest proportion of variable pay at Executive Director level, as defined by
the Remuneration Policy.
This year, all employees were able to provide their feedback on a range of matters, including
remuneration, through our annual employee engagement survey. This provided valuable
employee context for decision-making when the Remuneration Committee was reviewing the
Remuneration Policy. While we inform our employees of global changes to pay and benefits,
we have not actively sought a two-way dialogue over executive pay during 2025/26.
The table below sets out how our remuneration arrangements cascade through
theorganisation:
Johnson Matthey Annual Report and Accounts 2026 107Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Area Policy and operation
Overall
The policy of the Board is to recruit the best candidate possible for any board position and to structure pay and benefits in line with the Remuneration Policy set
out in this report. The ongoing structure of a new recruit’s package would be the same as for existing Directors, with the possible exception of an identifiable
buy-out provision, as set out below.
Base salary
or fees
Salary or fees will be determined by the Remuneration Committee in accordance with the principles set out in the policy table on page 101.
Benefits and
pension
An Executive Director will be eligible for benefits and pension arrangements in line with the Company’s policy for current Executive Directors, as set out in the
policy table on page 101.
Annual
Incentive Plan
The maximum level of opportunity is as set out in the policy table on page 102. The Remuneration Committee retains discretion to set different performance
targets for a new externally appointed Executive Director, or to adjust performance targets and/or measures in the case of an AIP award for an internal promotion
to reflect their new role for the remainder of the financial year. In this case any AIP payment would be made at the same time as for existing Directors, with such
award pro-rated for the time served as an Executive Director in the performance period.
Performance
Share Plan
The maximum level of opportunity is as set out in the policy table on page 103. In order to achieve rapid alignment with Johnson Matthey’s and shareholder interests,
the Remuneration Committee retains discretion to grant a PSP award to a new externally appointed Executive Director on or soon after appointment if they join
outside of the normal grant period. In the case of an internal promotion to the Board, where the promotion results in an increase to the individual’s PSP opportunity,
the Remuneration Committee retains discretion to grant a ‘top-up’ award on or soon after appointment such that the total number of shares granted to the individual
in the year reflects the increase in their opportunity with such increase normally made after having regard to the proportion of the year they will serve on the Board.
Replacement
awards buy-out
The Remuneration Committee retains discretion to grant replacement buy-out awards (in cash or shares) to a new externally appointed Executive Director to
reflect the loss of awards granted by a previous employer. Where this is the case, the Remuneration Committee will normally seek to structure the replacement
award such that overall it is on an equivalent basis to broadly replicate that foregone, using appropriate performance terms. If granted, any replacement buy-out
award would not normally exceed the maximum set out in the rules of the 2017 Performance Share Plan (350% of base salary).
If the Executive Director’s prior employer pays any portion of the remuneration that was anticipated to be forfeited, the replacement awards shall be reduced by an
equivalent amount.
Other
The Remuneration Committee may agree that the Company will meet certain mobility costs and relocation costs including temporary living and transportation
expenses, in line with the Company’s prevailing mobility policy for senior executives as described in the policy table on page 101.
Shareholder considerations
The Remuneration Committee has a standard annual agenda item whereby the feedback
from shareholders and investor advisory bodies is presented and discussed following the
AGM. The Committee Chair is also available for questions at the AGM. The feedback that the
Remuneration Committee receives then informs discussions for the formulation of future
policy and subsequent remuneration decisions. The Remuneration Committee is also
regularly updated on the collective views of shareholders and investor advisory bodies by its
independent adviser.
As part of the policy renewal process, the Committee Chair consulted with major
shareholders and other key stakeholders and advisory groups. Based on the feedback from
our engagement, shareholders welcomed the proposed changes to the Policy at the same
time as requesting that a higher share ownership guideline be adopted for the COO (250% of
salary rather than 200%) given the increase to the PSP award for the role (to 250% of salary
from 200%). This was the only amendment made to our proposals following the
engagement process.
Approach to recruitment
The recruitment policy provides an appropriate framework within which to attract
individuals of the required calibre to lead a company of Johnson Matthey’s size, scale and
complexity. The Remuneration Committee determines the remuneration package for any
appointment to an Executive Director position, either from within or outside Johnson
Matthey.
The following table sets out the various components which would be considered for inclusion
in the remuneration package for the appointment of an Executive Director and the approach
to be adopted by the Remuneration Committee in respect of each component.
In the case of an internal promotion to the Board, the Company will honour any contractual
commitments made prior to the promotion.
Johnson Matthey Annual Report and Accounts 2026 108Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Service contracts and policy on payment for loss of office
The following table summarises relevant key provisions of Executive Directors’ service contracts and the treatment of payments on termination of employment. The full contracts of service of
the Executive Directors (as well as the terms and conditions of appointment of the Non-Executive Directors) are available for inspection at the registered office of the Company during normal
business hours as well as prior to and during the forthcoming AGM.
In exceptional circumstances, the Remuneration Committee may authorise, where it considers it to be in the best interests of the Company and shareholders, entering into contractual
arrangements with a departing Executive Director, for example a settlement, confidentiality, restrictive covenant or other arrangement, pursuant to which sums not set out in the following
table may become payable. Full disclosure of the payments will be made in accordance with the remuneration reporting requirements.
The table on the following page describes the contractual conditions pertaining to the contracts for Liam Condon, Richard Pike, Alastair Judge and for any future Executive Director.
Summary of key provisions of executive directors’ service contracts and treatment of payments on termination
Liam Condon Richard Pike Alastair Judge
Date of service agreement
10
th
November 2021 10
th
February 2025 19
th
November 2025
Date of appointment as director
1
st
March 2022 1
st
April 2025 1
st
January 2026
Employing company
Johnson Matthey Plc
Contract duration
No fixed term
Notice period
No more than 12 months’ notice
Post-termination restrictions
The contracts of employment contain the following restrictions on the Director for the following periods from the date of termination
ofemployment:
• non-compete – 6 months
• non-dealing and non-solicitation of client/customers – 12 months
• non-solicitation of suppliers and non-interference with supply chain – 12 months
• non-solicitation of employees – 12 months.
Summary termination –
payment in lieu of notice (PILON)
The Company may, in its absolute discretion, terminate the employment of the Director with immediate effect by giving written notice
together with payment of a sum equivalent to the Director’s base salary and the value of his or her contractual benefits as at the date
such notice is given, in respect of the Director’s notice period, less any period of notice actually worked.
The Company may elect to pay the PILON in equal monthly instalments. The Director is under a duty to seek alternative employment and
to keep the company informed about whether they have been successful. If the Director commences alternative employment, the
monthly instalments shall be reduced (if appropriate to nil) by the amount of the Director’s gross earnings from the alternative
employment. A PILON paid to a Director who is a US taxpayer would be in equal monthly instalments.
Termination payment –
change of control
If, within one year of a change of control, the Director’s service agreement is terminated by the Company (other than in accordance with
the summary termination provisions), the Company shall pay, as liquidated damages, one year’s base salary, together with a sum
equivalent to the value of the Director’s contractual benefits, as at the date of termination, less the period of any notice given by the
Company to the Director.
Johnson Matthey Annual Report and Accounts 2026 109Financial statements Other informationStrategic report Governance
Termination –
treatment of annual
incentive awards
AIP awards are made at the discretion of the Remuneration Committee.
Executive Directors leaving the Company’s employment will normally receive an AIP award, pro-rata to service, unless the reason for
leaving is voluntary resignation or misconduct. Any AIP award made would continue to be subject to deferral as set out in the
Remuneration Policy.
In relation to deferred bonus awards which have already been made, shares will be released on the normal vesting date unless one of the
following circumstances applies, and subject to the discretion of the Remuneration Committee:
• the participant leaves as a result of misconduct; or
• the participant, prior to vesting, breaches one of the post-termination restrictions or covenants contained in their employment
contract, termination agreement or similar agreement,
in which case the deferred awards will lapse on cessation of employment.
The Remuneration Committee has the discretion to accelerate vesting of a deferred award if it considers it appropriate to do so to reflect
the circumstances of the departure. It is intended that this would only be used in the event of a departure due to ill health (or death).
Termination –
treatment of long-term
incentive awards
Employees, including Executive Directors, leaving the Company’s employment will normally lose their long-term incentive awards unless
they leave for a specified ‘good leaver’ reason (for example, death, retirement), in which case their shares will be released on the normal
release dates, subject to the relevant performance conditions. The Remuneration Committee has discretion to accelerate vesting if it
deems it appropriate to do so, in which case the performance condition would be assessed based on the available information at the
relevant time. In either case, unless the Remuneration Committee determines otherwise, the level of vesting shall normally be pro-rated
to reflect the proportion of the performance period which has elapsed to the date of leaving. In the post-vesting deferral period, only
those who leave due to misconduct will normally lose their shares.
Redundancy arrangements
Directors are not entitled to any benefit under any redundancy payment arrangements operated by the Company.
Holiday
Upon termination for any reason, Directors will normally be entitled to payment in lieu of accrued but untaken holiday entitlement.
Remuneration Policy continued
Johnson Matthey Annual Report and Accounts 2026 110Financial statements Other informationStrategic report Governance
Remuneration Policy continued
Chair and non-executive directors
The Chair and each of the Non-Executive Directors have letters of appointment. The letters of appointment do not contain any contractual entitlement to a termination payment and the
Non-Executive Directors can be removed in accordance with the Company’s Articles of Association. Directors are required to retire at each AGM and seek re-election by shareholders.
The details of the service contracts, including notice periods, contained in the letters of appointment in relation to the Non-Executive Directors who served during the year are set out in the
table below. Neither the Chair nor the Non-Executive Directors has provisions in his or her letter of appointment that relate to a change of control of the Company.
Non-executive director Committee appointments Date of appointment Expiry of current term Notice period by the individual Notice period by the Company
Patrick Thomas (Chair)
1
1
st
June 2018 17
th
July 2025 6 months 6 months
Andrew Cosslett (Chair)
2
17
th
July 2025 16
th
July 2028 1 month 1 month
John O’Higgins
16
th
November 2017 16
th
November 2026 1 month 1 month
Xiaozhi Liu 2
nd
April 2019 1
st
April 2028 1 month 1 month
Doug Webb
2
nd
September 2019 1
st
September 2028 1 month 1 month
Rita Forst
4
th
October 2021 3
rd
October 2027 1 month 1 month
Barbara Jeremiah
1
st
July 2023 30
th
June 2026 1 month 1 month
Sinead Lynch
1
st
January 2025 31
st
December 2027 1 month 1 month
Audit Committee Remuneration Committee Nomination Committee Societal Value Committee Investment Committee Committee Chair
1. Patrick Thomas stepped down from the Board on 17
th
July 2025
2. Andrew Cosslett joined the Board on 17
th
July 2025
Johnson Matthey Annual Report and Accounts 2026 111Financial statements Other informationStrategic report Governance
Annual report on remuneration
This section provides details of how the Directors’ Remuneration
Policy was implemented during 2025/26 and how we intend to
apply it in 2026/27.
About the Remuneration Committee
The members of the Remuneration Committee are John O’Higgins (Chair), Sinead Lynch,
Xiaozhi Liu and Doug Webb. Details of attendance at Committee meetings during the year
ended 31
st
March 2026 are shown on page 64.
The Remuneration Committee’s Terms of Reference can be found at https://matthey.com/
investors/governance. These include determination of fair remuneration for the Group Chair,
Executive Directors and senior management, including the General Counsel and Company
Secretary (no individual participates in discussions of their own remuneration). The General
Counsel and Company Secretary acts as secretary to the Committee.
Advisers to the Committee
The Committee appoints and receives advice from independent remuneration consultants
on the latest developments in corporate governance and market trends in pay and incentive
arrangements. The Committee retained Korn Ferry as adviser to the Remuneration
Committee during the year. The total fees paid to Korn Ferry in respect of its services to the
Committee during the year were £74,891 plus VAT. The fees paid to Korn Ferry are based on
the standard market rates for remuneration committee advisory services.
Korn Ferry also provides consultancy services to the Company in relation to certain employee
and benefit matters to those below Board. This is provided through a separate team
independent of the Committee’s advisory team. Korn Ferry is a signatory to the
Remuneration Consultants Group Code of Conduct.
The Committee is satisfied that the advice provided by Korn Ferry was independent and
objective and that the provision of additional services did not compromise its independence.
The Committee is also satisfied that the team who provided that advice does not have any
connection to Johnson Matthey that may impair its independence and objectivity.
A statement regarding the use of remuneration consultants for the year ended 31
st
March
2026 is available at: matthey.com/remuneration-committee
Statement of shareholder voting
We carefully monitor shareholder voting on our Remuneration Policy and its
implementation. We recognise the importance of our shareholders’ continued support for
our remuneration arrangements.
The table below shows the results of the votes on the resolution to approve the
Remuneration Policy at the 2023 AGM and Annual Statement and Annual Report on
Remuneration at the 2025 AGM.
Resolution
Number of votes
cast For
1
Against
1
Votes withheld
Remuneration Policy 129,179,627
115,069,89 0
(89.08%)
14,109,737
(10.92%)
1,656,783
Annual Statement and Annual
Report on Remuneration 125,358,057
124,682,730
(99.46%)
675,327
(0.54%)
419,017
1. Percentage of votes cast, excluding votes withheld.
The Remuneration Committee believes that the 89.08% vote in favour of the Remuneration
Policy at the 2023 AGM and the 99.46% advisory vote in favour of the Annual Statement and
Annual Report on Remuneration at the 2025 AGM showed strong shareholder support for
the Group’s remuneration arrangements at that time.
Johnson Matthey Annual Report and Accounts 2026 112Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Remuneration for the year ended 31
st
March 2026
Single total figure table of remuneration (audited)
Our Remuneration Policy operated as intended over the year, and the table below sets out the total remuneration and breakdown of the elements each Director received in relation to the
years ended 31
st
March 2026 and 31
st
March 2025. An explanation of how the figures are calculated follows the table.
Base salary/fees
£’000
Benefits
£’000
Pension
£’000
Total fixed remuneration
£’000
Annual incentive
£’000
Long-term incentive
£’0000
Total variable
remuneration
£’000
Total remuneration
£’000
2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Executive directors
Liam Condon
1
1,038 1,013 28 264 156 152 1,222 1,429 993 1,406 340 267 1,333 1,673 2,555 3,102
Richard Pike
2
600 – 19 – 90 – 709 – 501 – – – 501 – 1,210 –
Alastair Judge
3
125 – 5 – 19 – 149 – 96 – 73 – 169 – 318 –
Non-executive
directors
Patrick Thomas
4
122 401 – – – – 122 401 – – – – – – 122 401
Andrew Cosslett
5
293 – 18 – – – 311 – – – – – – – 311 –
John O’Higgins 95 93 – – – – 95 93 – – – – – – 95 93
Xiaozhi Liu 75 73 – – – – 75 73 – – – – – – 75 73
Doug Webb 98 95 – – – – 98 95 – – – – – – 98 95
Rita Forst
6
95 78 – – – – 95 78 – – – – – – 95 78
Barbara Jeremiah 95 93 – – – – 95 93 – – – – – – 95 93
Sinead Lynch
7
75 18 – – – – 75 18 – – – – – – 75 18
1. Liam Condon was entitled to certain temporary allowances and benefits associated with his international relocation. His allowances ceased at the end of February 2025.
2. Richard Pike assumed the role of CFO on 1
st
April 2025, so no comparative figures are available for the year ending 31
st
March 2025. The figures shown for Richard in 2026 relate to his role as CFO from 1
st
April to 31
st
December 2025, and his role as COO from 1
st
January to
31
st
March 2026. Richard was not in role at the time the 2023/24 PSP award was granted.
3. Alastair Judge assumed the role of CFO on 1
st
January 2026, so no comparative figures are available for the year ending 31
st
March 2025. The figures shown for Alastair in 2026 include pro-rated salary, benefits and pension in respect of time served as CFO during the year
(i.e.,from 1
st
January to 31
st
March 2026), his AIP award only insofar as it relates to time served as an Executive Director in the year, and LTIP award relates to award made prior to being ED.
4. Patrick Thomas left the Board on 17
th
July 2025. The fee disclosed reflects time served on the Board.
5. Andrew Cosslett joined the Board on 17
th
July 2025. The fee disclosed reflects time served on the Board. The benefits figure reflects the pro-rated expense provision of EA services, equivalent to £20k per annum, paid monthly as a cash supplement subject and to tax and NI at
marginal rate as agreed by the Remuneration Committee upon appointment.
6. Rita Forst took on the role of Chair of the Societal Value Committee on 1
st
January 2025.
7. Sinead Lynch joined the Board on 1
st
January 2025. The fee disclosed for the year ending 31
st
March 2025 therefore relates to three months served on the Board.
Salary
Salary paid during the year to Executive Directors and fees paid during the year to Non-Executive Directors.
Benefits
All taxable benefits, such as medical and life insurance, service and car allowances, mobility allowances, matching shares under the all-employee share
incentive plan and assistance with tax advice and tax compliance services, where appropriate.
Pension
The amounts shown represent the value of any cash supplements paid in lieu of pension membership.
Annual incentives
Annual bonus awarded for the year ended 31
st
March 2026. The figure includes any amounts deferred and awarded as shares. These shares are not subject to
any further conditions other than forfeiture in certain termination scenarios.
Long-term
incentives
The 2026 figure represents the value of shares that satisfied performance conditions on 31
st
March 2026 and are due to vest on 1
st
August 2026. The value is
estimated based on a share price of 21.53 pence, being the three-month average share price between 1
st
January 2026 and 31
st
March 2026. The 2025 figure
represents the value of shares that satisfied performance conditions on 31
st
March 2025, restated to reflect the actual share price on vesting of 17.4088 pence.
£3.3367 of the value delivered on vesting is attributable to share price appreciation.
Johnson Matthey Annual Report and Accounts 2026 113Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Annual bonus for the year ended 31
st
March 2026 (audited)
In the year ended 31
st
March 2026, Liam Condon was eligible for a maximum annual bonus
of 180% of base salary and Richard Pike was eligible for a maximum annual bonus of 150%
of base salary. The target bonus opportunity was set at 50% of maximum and the threshold
bonus opportunity was 25% of the target opportunity.
As noted in the Chair’s statement, Alastair Judge was promoted to the role of CFO and joined
the Board on 1
st
January 2026. The details and figures shown below in respect of his bonus
relate only to the time served as an Executive Director in the year (that is, from 1
st
January to
31
st
March 2026). His maximum annual bonus opportunity was 150% of base salary,
pro-rated for this period.
The performance measures and weightings for the annual bonus were as follows. The bonus
targets set at the start of the year for each Executive Director in post at year-end were not
changed as a result of the organizational changes made during the year. This was due to a
combination of the collegiate approach taken to delivering the Board’s strategy during the year
across the Group Leadership Team (with common strategic objectives shared across the team
during a year of business transformation), and due to the timing of the role changes which took
place with effect from 1
st
January 2026 (i.e., three quarters of the way through the financial year).
Group free
cash flow
Underlying
profit before
tax
Strategic
targets
Liam Condon 37.5% 37.5% 25%
Richard Pike 37.5% 37.5% 25%
Alastair Judge 37.5% 37.5% 25%
Performance targets were set by looking at:
• Previous year financial performance.
• Budgets and business plans for 2025/26. These are built from the bottom up and are
subject to thorough challenge before being finalised by the Board.
• Consensus of industry analysts’ forecasts, provided by Vara Research.
The strategic objectives were set based on well-defined key deliverables that support ourstrategy.
Bonus outcomes (audited)
Bonus targets for the 2025/26 year were set against the backdrop of a very stretching Budget
and the continuation of challenging market conditions. As noted in the Chair’s statement,
given the expected divestment of Catalyst Technologies in 2025/26, the group PBT and free
cash flow targets were set excluding performance from Catalyst Technologies. The group
PBT target was set at £262.1 million and the group free cash flow target was set at
£149.6 million. The Committee was satisfied that allowing for the impact of external factors
such as metal prices and exchange rates, the range of targets set was at least as challenging
as the targets set for the prior year.
Based on performance against the targets, total bonuses for the year ended 31
st
March 2026
are as set out below. The Committee is comfortable that the bonuses earned, based on the
targets set and actual performance, which equated to a growth in underlying operating
profit excluding divestments (at constant exchange rates and precious metal prices) of 6%,
are appropriate in the context of the wider stakeholder experience and in light of market
conditions through the year. The Committee has therefore not overridden the formulaic
outcome of the bonus as set out below.
Financial
measures
outcome
(% base salary)
Strategic
measures
formulaic
outcome
(% base salary)
Total bonus
outcome
(% base salary)
Total bonus
outcome
(% of maximum)
Total value
of bonus
1
(£)
Liam Condon 59.7 36.0 95.7 53.1 992,978
Richard Pike 49.7 33.8 83.5 55.6 500,783
Alastair Judge
2
49.0 27.8 76.8 51.2 95,966
1. 50% of this figure is deferred into conditional shares subject to a three-year holding period with no other performance conditions.
This figure represents the full bonus paid for the year.
2. The bonus figures shown for Alastair Judge relate only to his bonus in respect of time served as an Executive Director in the year (i.e.,
from 1
st
January to 31
st
March 2026).
Overall, the Committee was comfortable that the outcome of the AIP was appropriate and so
no discretion was applied.
A detailed breakdown of performance against the financial targets and strategic objectives is
set out in the next tables.
Liam Condon Richard Pike Alastair Judge
Performance Measure
Bonus
Weighting Unit Outcome Target Threshold Maximum
Maximum
bonus available
(% of base)
Outcome
(%) of base
salary)
Maximum
bonus available
(% of base)
Outcome (%) of
base salary)
Maximum
bonus available
(% of base)
Outcome (%) of
base salary)
Group Profit Before Tax 37.50% £m 261 262 249 275 67.5% 32.30% 56.30% 26.90% 56.30% 25.80%
Group Free Cash Flow 37.50% £m 127 150 60 240 67.5% 27.4 0% 56.30% 22.80% 56.30% 20.60%
Total bonus for financial measures 75% 135% 59.70% 112.60 % 49.70% 112.6 0% 46.40%
1. Excludes Catalyst Technologies.
2. Measured based on 50% constant and 50% actual metal prices. Excludes Catalyst Technologies.
Johnson Matthey Annual Report and Accounts 2026 114Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Annual Incentive Plan – Executive Directors: Strategic Objectives and Personal Targets FY2025/26
The Executive Directors were also subject to a combination of common strategic milestones and tailored individual targets. The targets, their assessment and achievement against each target
(subject to commercial sensitivities) is set out below.
Strategic targets Target Assessment Outcome
Shared: Safety
Safety targets were set with reference to improving
group people safety (Total Recordable Incident and
Illness Rate – TRIIR) (FY 2024/25 baseline of 0.34
ex-CT) and improving group process safety
(International Council of Chemical Associations rate
– ICCA) (FY 2024/25 baseline of 0.78)
With regards to group people safety, while there was progress in
some parts of the group, overall, the Group TRIIR rate increased to
0.52 (ex-CT). However, there was a material improvement in the
ICCA group process safety rate to 0.68 (ex-CT).
Overall outcome at Target
Shared:
Transformation
The transformation targets were set with reference
to the progression of the sale of CT, embedding a
new operating model, driving improved customer
satisfaction (measured through NPS with an FY
2024/25 baseline of 41 ex-CT) and driving improved
employee engagement (measured from a FY
2024/25 baseline of 7.1)
With regards to the transformation targets, the sale of CT is on track
with expected completion in August 2026, all milestones set in
relation to implementation of a new operating model were achieved
within FY 2025/26, NPS improved to 46 and employee engagement
improved to 7.5.
Overall outcome at Maximum
Liam Condon – individual targets
Strategic targets Target Assessment Outcome
Grow shareholder
value and drive
through cost
efficiency
improvements and
deliver business
effectiveness
Deliver shareholder value through unlocking the
value in the Company’s portfolio of businesses (that
is, the sale of CT) and reposition JM with investors.
Deliver a cultural reset in tandem with delivery of
refined operating model and retain key talent
through this process.
With regard to shareholder value creation, this was delivered through
a combination of progressing the sale of CT and external
communications relating to both the inherent value and cash
generation potential of JM. In assessing performance, the Committee
considered the relevant events through the year at the same time as
the increase in the valuation of the Company delivered through the
year of over 40% (share price as of 1
st
April 2025 was £13.36 versus
£18.97 as of 31
st
March 2026). Underpinning the value creation was
the progress delivered on the Company’s operating model and no
regrettable talent losses through the year.
An overall outcome between
Target and Maximum
Richard Pike – individual targets
Strategic targets Target Assessment Outcome
Enhance cost
efficiency and
business
effectiveness
Develop and implement a new cash steering model
and improve efficiency through a reduction in
working capital
With regard to business effectiveness, this was delivered through the
implementation of a new cash steering model that underpinned part
of the external messaging around the value and cash-generating
potential of JM. Substantial improvements to working capital were
delivered (in excess of £100 million ex-CT) which significantly
exceeded the target set.
Overall outcome at Maximum
Johnson Matthey Annual Report and Accounts 2026 115Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Alastair Judge – individual targets
Strategic targets Target Assessment Outcome
Process
improvement and
cash efficiency
Deliver S&O and JMGS function process improvements
and targeted incremental cost savings in both
functions (£7.5 million and £5 million respectively).
Deliver £30 million procurement savings. Deliver
strategic programme (3CR) on time and on budget.
Overall across the S&O and JMGS functions there were significant
process improvements and the targeted cost savings were
achieved. The procurement target was exceeded with £42 million
of savings delivered. Whilst progress was achieved in relation to
the strategic programme, the target was not achieved.
An overall outcome between
Target and Maximum
Liam Condon
The outcome for Liam Condon’s strategic and individual objectives is between target and max at 36% of base salary (80% of the maximum achieved).
Richard Pike
The outcome for Richard Pike’s strategic objectives is between target and max at 33.75% of base salary (90% of the maximum achieved).
Alastair Judge
The outcome for Alastair Judge’s strategic objectives is between target and max at 27.74% of base salary (75% of the maximum achieved).
Long-term incentives
PSP awards vesting for the three-year performance period ended 31
st
March 2026 (audited)
Liam Condon was granted a PSP award in August 2023, subject to performance measured over the period 1
st
April 2023 to 31
st
March 2026. Where the performance conditions are met, the
shares will vest and be subject to a two-year holding period. Richard Pike was not in role at the time the 2023 PSP award was granted. Given Alastair Judge was in employment in August
2023, he received a PSP award subject to the same performance conditions as the CEO but with no holding period in line with the approach taken for below Board participants.
The awards vest on a straight-line basis between threshold (15% for EPS, 25% for TSR and 25% for the Strategic Objectives scorecard) and maximum (100% vesting). The performance
conditions for the 2023 award and the actual performance achieved are shown below.
Weighting Threshold Maximum Actual % of award to vest
Compound annual growth rate in earnings per share 30% 1% 7% -2.7% 0%
Relative total shareholder return 40% Median Upper quartile 8.5% 0%
Strategic
objectives
scorecard
Tonnes of GHG avoided using technologies enabled by our products and solutions 7.5% 8.0 tonnes 12.0 tonnes 2.27 tonnes 0%
Reduction in Scope 1 and 2 GHG emissions 7.5% 20% reduction 25% reduction 43% reduction 100%
Percentage of female representation across managementlevels 7.5% 32% representation 33% representation 32% representation 25%
Reduction in total annualised cost associated with delivering global business services 7.5% £23m reduction £33m reduction £23m reduction 25%
Total % of award to vest 11.25%
Johnson Matthey Annual Report and Accounts 2026 116Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
The table below shows the vesting outcome based on performance. The Committee was comfortable that the level of vesting was appropriate in the context of the overall progress of the Company.
Executive directors Grant date Vest date
Holding period
end date
Number of shares
awarded % vesting
Number of shares
vesting Average share price
1
Estimated value
of shares vesting
2
Liam Condon 1
st
August 2023 1
st
August 2026 1
st
August 2028 140,265 11.25 15,779 £21.5305 £339,729
Alastair Judge 1
st
August 2023 1
st
August 2026 N/A 29,957 11.25 3,370 £21.5305 £72,557
1. Three-month average from 1
st
January 2026 to 31
st
March 2026.
2. £4.0057 was attributable to share price appreciation over the performance period based on share price of £17.5248 on grant date. This figure will be restated in the 2026/27 report to reflect actual share price at vesting date.
PSP awards granted in the year ended 31
st
March 2026 (audited)
The next table provides details of the PSP awards granted to Executive Directors in the year ended 31
st
March 2026. Richard Pike’s PSP award was granted based on his PSP opportunity as CFO
of 200% of salary on 1
st
August with a further ‘top-up’ award granted on 24
th
March 2026 of 12.5% of salary to reflect the proportion of the financial year he was in post as COO which has a
higher annual PSP opportunity of 250% of salary as detailed in the Chair’s introductory letter.
Alastair Judge was granted a PSP award in respect of his previous role before he was an Executive Director.
Executive directors Award date Award type
Award size
(% of base salary)
Number of shares
awarded Face value
1
% vesting at threshold
2
End of performance
period End of holding period
Liam Condon 1
st
August 2025 Conditional shares 250 150,776 2,595,157 23 31
st
March 2028 1
st
August 2030
Richard Pike 1
st
August 2025 Conditional shares 200 69,718 1,199,986 23 31
st
March 2028 1
st
August 2030
Richard Pike 24
th
March 2026 Conditional shares 12.5 4,357 74,993 23 31
st
March 2028 1
st
August 2030
Alastair Judge 1
st
August 2025 Conditional shares 150 33,552 577,497 23 31
st
March 2028 N/A
3
1. Face value is calculated using the award share price of 1,721.20 pence, which is the average closing share price over the four-week period starting on 22
nd
May 2025 as defined in the PSP Rules as the basis of determining awards in any financial year.
2. Threshold vesting is 15% for the earnings per share (EPS) measure and 25% for the relative total shareholder return (TSR), ROCE and strategic objectives scorecard measures. The value shown is the average threshold vesting for the award.
3. Award was granted in respect of previous role, and salary, prior to Alastair Judge becoming an Executive Director and is therefore not subject to a holding period.
The performance targets and vesting ranges for the 2025/26 award are set out below:
25% of performance condition 25% of performance condition 25% of performance condition
Underlying earnings per share
1
Relative total shareholder return
2
Return on capital employed
Performance Proportion of shares vesting Performance Proportion of shares vesting Performance Proportion of shares vesting
<3% 0% Below median 0% <14% 0%
3% 15% Median 25% 14% 25%
11% 100% Upper quartile 100% 17% 100%
Between 3% and 11%
Straight-line between 15%
and100%
Between median and
upperquartile
Straight-line between 25%
and100% Between 14% and 17%
Straight-line between 25%
and100%
1. Measured against 50% constant and 50% actual metal prices.
2. Comparator group is the FTSE 31 – 130 (excluding Financial Services companies) as at 31
st
March 2024.
25% of performance condition (weighted equally)
Strategic objectives scorecard
Reduction is TRIIR (Total Recordable Injury and Illness Rate) and ICCA (International
Council of Chemical Associations process safety event severity rate) Reduction in Scope 1 and 2 GHG emissions Percentage of female representation across management levels
Performance Proportion of shares vesting Performance Proportion of shares vesting Performance Proportion of shares vesting
Not reached both 0.23 TRIIR
and 0.5 ICCA 0% Below 57% reduction 0% Below 33% representation 0%
TRIIR 0.23 or ICCA 0.5 25% 57% reduction 25% 33% representation 25%
Reached both 0.23 TRIIR and
0.5ICCA 100% 62% reduction 100% 35% representation 100%
Between 57% and
62% reduction
Straight-line between 25%
and100%
Between 33% and 35%
representation
Straight-line between 25%
and100%
Johnson Matthey Annual Report and Accounts 2026 117Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Statement of directors’ shareholding (audited)
The table below shows the Directors’ interests in the shares of the Company, together with
their unvested scheme interests, effective 31
st
March 2026.
Ordinary
shares
1
Subject to
ongoing
performance
conditions
2
Not subject
to further
performance
conditions
3
Executive directors
Liam Condon 82,202 442,995 112,465
Richard Pike 81,115 92,080 –
Alastair Judge 20,271 95,017 16,698
Non-executive directors
Andrew Cosslett 15,631 – –
Patrick Thomas 13,194
4
John O’Higgins 1,520 – –
Xiaozhi Liu 4,000 – –
Doug Webb 6,500 – –
Barbara Jeremiah 1,000 – –
Rita Forst 2,000 – –
Sinead Lynch – – –
1. Includes shares held by the Director and/or connected persons, including those in the all-employee share matching plan. Shares in
the all-employee share matching plan may be subject to forfeiture in accordance with the rules of the plan.
2. Represents unvested PSP shares within three years of the date of award.
3. Represents unvested deferred bonus shares that are not subject to service conditions.
4. Patrick Thomas left the Board on 17
th
July 2025. The value disclosed is as at that date.
5. Includes 15,363 PSP shares originally granted in 2022 which were exercised on 4
th
August 2025 when the share price was £17.408801.
Directors’ interests as at 2
nd
June 2026 were unchanged from those listed above other than
respect of that fact that the Trustees of the all-employee share matching plan have
purchased another 24 shares on behalf of Liam Condon, 22 shares on behalf of Richard Pike
and 24 shares in respect of Alastair Judge.
Executive Directors are expected to achieve a shareholding guideline of 250% of base salary
for the CEO and COO and 200% of base salary for the CFO, within a reasonable timeframe.
The Directors’ total shareholding for the purposes of comparing it with the minimum
shareholding requirement includes shares held beneficially by the Director and any
connected persons (as recognised by the Remuneration Committee), together with the
shares awarded under the Deferred Bonus Plan (DBP), for which there are no further
performance or service conditions.
Shares that count towards achieving the post-cessation guideline include the same as those
while an Executive Director. Executive Directors are expected to retain at least 50% of the
net (after tax) vested shares that are released under the PSP and DBP until the required
levels of shareholding are achieved.
Executive Director shareholdings as at 31
st
March 2026 as a percentage of base salary¹ are
shown below:
Liam Condon
2
Richard Pike
2
Alastair Judge
2
Shareholding requirement 250% 250% 200%
% achievement 404% 291% 159%
1. Value of shares as a percentage of base salary is calculated using a share value of 21.53 pence, which was the average share price
prevailing between 1
st
January 2026 and 31
st
March 2026.
2. Liam Condon was appointed to his role on 1
st
March 2022. Richard Pike was appointed to the Board and as CFO on 1
st
April 2025,
before becoming COO on 1
st
January 2026. Alastair Judge was appointed to the Board and as CFO on 1
st
January 2026. The Executive
Directors will build their shareholding over a reasonable timeframe.
Pension entitlements (audited)
No Director is currently accruing any pension benefit in the Group’s pension schemes. All of
the Executive Directors receive an annual cash payment in lieu of pension membership,
equal to 15% of base salary. This is in line with pension provision for the wider workforce.
Payments to former directors (audited)
There were no payments made to, or in respect of, any former Director in 2025/26 that have
not been previously disclosed.
Payments for loss of office (audited)
There were no payments for loss of office in 2025/26.
Johnson Matthey Annual Report and Accounts 2026 118Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Remuneration arrangements for Alastair Judge
Alastair Judge was appointed as CFO and Executive Director on 1
st
January 2026. His remuneration arrangements are set out below:
Base salary £500,000
Pension 15% cash supplement
Benefits Standard UK benefits, in line with Remuneration Policy including: car allowance, medical insurance and health screening, life assurance and ill health benefits,
holiday and eligibility to join ShareMatch on the same terms as all UK employees.
Annual Incentive Plan Maximum opportunity of 150% of base salary, with 50% of any award being deferred into shares for three years until the shareholding requirement is met. Subject
to the approval of our new Policy, the Committee may reduce the level of deferral (potentially down to 25%), taking into account market practice at the time.
Performance Share Plan Maximum opportunity of 200% of base salary. Subject to performance conditions over a three-year period, with any vested shares subject to a further two-year
holding period.
Shareholding
requirement 200% of base salary, expected to be achieved within four years.
Performance graph and comparison to Chief Executive Officer’s remuneration
Johnson Matthey, FTSE 100 and FTSE 250 total shareholder return rebased to 100
The following chart illustrates the total cumulative shareholder return of the Company for the ten-year period from 1
st
April 2016 to 31
st
March 2026 against the FTSE 100 and FTSE 250 as the
most appropriate comparator groups when considering our market capitalisation over the period, rebased to 100 at 1
st
April 2016.
JMAT FTSE 100FTSE 250
0
25
50
75
100
125
150
175
200
225
250
275
Mar-16 Mar-26
141.0%
66.3%
(4.4%)
Mar-25Mar-24Mar-23Mar-22Mar-21Mar-20Mar-19Mar-18Mar-17
Johnson Matthey Annual Report and Accounts 2026 119Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Historical data regarding Chief Executive Officer’s remuneration
2016/17
1
2017/18 2018/19 2019/20 2020/21 2021/22
2
2022/23
3
2023/24 2024/25
5
2025/26
Single total figure of remuneration (£000) 1,971 2,013 2,784 1,462 2,532 1,672 2,647 2,589 3,102 2,555
Annual incentives (% of maximum) 40 69 45 26 98 42 75 67 77 53
Long-term incentives (% of award vesting)
4
28 – 67 – – – – – 13.33 11.25
1. Figures from 2016/17 to 2020/21 are in respect of Robert MacLeod.
2. The figures for 2021/22 are in respect of both Robert MacLeod and Liam Condon, who both held the position of Chief Executive Officer in the year. The single total figure of £1,672k comprises £1,557k for Robert MacLeod and £115k for Liam Condon. The value shown for
annual incentives relates to Robert MacLeod only because Liam Condon was not eligible to participate in the AIP in 2021/22.
3. Figures for 2022/23 onwards are in respect of Liam Condon.
4. Vesting of long-term incentive awards whose three-year performance period ended in the financial year shown.
5. The figure for 2024/25 has been updated to reflect the actual share price of £17.4089 at LTI vesting date on 1
st
August 2025.
Change in Directors’ remuneration
The table below shows how the remuneration of Directors, both Executive and Non-Executive, has changed over the year ended 31
st
March 2026. This is then compared to employees of
Johnson Matthey Plc.
2026 2025 2024 2023 2022
Salary Bonus Benefits Salary Bonus Benefits Salary Bonus Benefits Salary Bonus Benefits Salary Bonus Benefits
Executive directors
Liam Condon
1
2% -29% -89%
13
3% 20% -7%
13
4% -8% – 0% – – – – –
Richard Pike
2
– – – – – – – – – – – – – – –
Alastair Judge
3
– – – – – – – – – – – – – – –
Non-executive directors
Patrick Thomas
14
– – – 3% – – 4% – – – – – 2% – –
Andrew Cosslett
15
–
John O’Higgins 3% – – 3% – – 4% – – – – – 24% – –
Xiaozhi Liu 3% – – 3% – – 4% – –
– – – 10% – –
Doug Webb 3% – – 2% – – 4% – – – – – 2% – –
Rita Forst
4
22%
11
– – 10%
11
– – 4%
10
– – 100% – – 10% – –
Barbara Jeremiah
5
3% – – 39%
12
– – 100%
12
– – – – – – – –
Sinead Lynch
6
– – – – – – – – – – – – – – –
Comparator group
JM Plc employees 4%
7
-42%
8
-2%
9
6%
7
-3%
8
0%
9
10%
7
9%
8
0%
9
8%
7
-10%
8
0%
9
6%
7
4%
8
0%
9
1. Liam Condon was appointed Chief Executive Officer on 1
st
March 2022, so no change in compensation can be calculated for 2022. No change in bonus can be calculated for 2023 as he was not eligible for a bonus in 2022.
2. Richard Pike was appointed CFO on 1
st
April 2025, so no change in compensation can be calculated for 2026 or prior years.
3. Alastair Judge was appointed CFO on 1
st
January 2026, so no change in compensation can be calculated for 2026 or prior years.
4. Rita Forst was appointed to the Board on 4
th
October 2021, so no change in compensation can be calculated for 2022. Rita received a pro-rated fee for six months in 2022 and full fee based on 12 months in 2023, hence the 100% figure shown for 2023.
5. Barbara Jeremiah was appointed to the Board on 1
st
July 2023, so no change in compensation can be calculated for 2023 or prior years.
6. Sinead Lynch was appointed to the Board on 1
st
July 2025, so no change in compensation can be calculated for 2026 or prior years.
7. Includes promotions and market adjustments.
8. The percentage change in bonus was calculated based on the change in bonus accrual taken for Johnson Matthey Plc (JM Plc) employees, excluding the Directors, each year.
9. In April 2025, sharematch was reduced from 2:1 to 1:1 for Johnson Matthey Plc employees. Value for 2026 reflects the delta as a % of benefit costs. There were no changes to benefit policy in prior years and therefore, a 0% change has been reported.
10. Due to an administrative error, which has been corrected, fees received from October 2021 to April 2023 were £67k but should have been £68,350. Change in remuneration reflects the change from what the correct fees for 2023 should have been rather than what was
actually paid.
11. Represents the additional fee received for taking the SVC chair position on 1
st
January 2025 and annual fee review.
12. Represents the additional fee received for taking the Investment Committee chair position on 1
st
January 2025 and annual fee review.
13. Liam’s temporary allowances ceased at the end of February 2025.
14. Patrick Thomas left the Board on 17
th
July 2025 so no change in compensation can be calculated for 2026.
15. Andrew Cosslett joined the Board on 17
th
July 2025 so no change in compensation can be calculated for 2026 or prior years.
Johnson Matthey Annual Report and Accounts 2026 120Financial statements Other informationStrategic report Governance
Annual report on remuneration continued
Chief Executive Officer pay ratio
2020 2021 2022 2023 2024 2025
1
2026
Method
A – Total pay and
benefits in 2019/20
A – Total pay and
benefits in 2020/21
A – Total pay and
benefits in 2021/22
A – Total pay and
benefits in 2022/23
A – Total pay and
benefits in 2023/24
A – Total pay and
benefits in 2024/25
A – Total pay and
benefits in 2025/26
Chief Executive Officer single figure £1,462,000 £2,532,000 £1,672,000
2
£2,646,222 £2,589,900 £3,102,457 £2,555,103
Upper quartile 22:1 35:1 20:1 30:1 27:1 28:1 22:1
Median 28:1 45:1 28:1 42:1 38:1 42:1 32:1
Lower quartile 36:1 57:1 35:1 53:1 49:1 53:1 42:1
1. Chief Executive Officer pay ratios revised from those published in the 2025 Annual Report and Accounts to include employee bonuses payable in relation to 2024/25. This changed the upper quartile from 34:1 to 28:1, the median from 47:1 to 42:1, and the lower quartile from
58:1 to 53:1.
2. The Chief Executive Officer single figure for 2021/22 is in respect of both Robert MacLeod and Liam Condon, who both held the position of Chief Executive Officer in the year. The single total figure of £1,672,000 comprises £1,557,000 for Robert MacLeod and £115,000 for
Liam Condon.
Bonus data for UK employees was excluded from the 2026 calculation because it was not
administratively possible to calculate these bonuses before the publication of this report.
However, the calculation will be revised to include these bonuses once available and will be
disclosed in the 2026/27 report.
Excluding the 2025/26 bonus payable to the Chief Executive Officer from the calculation
would result in the following pay ratios: lower quartile – 26:1, median – 19:1 and upper
quartile – 13:1.
The salary and total pay for the individuals identified at the lower quartile, median and upper
quartile positions in 2026 are set out below:
2026 Salary
1
Total pay
Upper quartile individual £77,273 £115,0 41
Median individual £57,8 02 £80,549
Lower quartile individual £41,273 £60,531
1. Includes shift allowance.
Our principles for pay setting and progression are consistent across the organisation.
Underpinning our principles is a need to provide a competitive total reward to enable the
attraction and retention of high-calibre individuals and to give the opportunity for individual
development and career progression. The pay ratios reflect the difference in role
accountabilities that are recognised through our pay structures and the greater variable pay
opportunity available for more senior positions. The CEO’s variable pay opportunity is higher
than that of the employees noted in the table reflecting the weighting towards long-term
value creation and alignment with shareholder interests inherent in this role.
The movement in our CEO-to-employee pay ratio between 2020 and 2026 is driven by the
different bonus outcomes and fixed pay for the CEO in each of these years. There have been
no other changes to remuneration arrangements for our UK employees that would affect the
CEO pay ratio.
We are satisfied that the median pay ratio is consistent with our wider pay, reward and
progression policies for employees. All our employees have the opportunity for annual pay
increases, career progression and development opportunities.
Relative spend on pay
The table below shows the absolute and relative amounts of distributions to shareholders
and the total remuneration for the Group for the years ended 31
st
March 2025 and
31
st
March 2026.
Year ended
31
st
March 2025
£ million
Year ended
31
st
March 2026
£ million % change
Payments to shareholders 138 129 -6.5%
Total remuneration (all employees)
1
675 669 -0.8%
1. Figure is for all operations and excludes termination benefit.
Chief Executive Officer to employee pay ratio
The table below shows the ratio of Chief Executive Officer to employee pay between 2020
and 2026. We have compared the single total figure of remuneration for the Chief Executive
Officer to the total pay and benefits of UK employees, on a full-time equivalent basis, who
are ranked at the lower quartile, median and upper quartile across all UK employees
effective 31
st
March 2026.
We believe that using total pay and benefits for the year ending 31
st
March 2026 provides a
like-for-like comparison to the Chief Executive Officer pay data.
Johnson Matthey Annual Report and Accounts 2026 121Financial statements Other informationStrategic report Governance
Implementing the Directors’ Remuneration Policy for 2026/27
The table below sets out how the Remuneration Committee intends to apply the Directors’ Remuneration Policy for the year ended 31
st
March 2027.
Salary
The CEO received a base salary increase of 2%. This was below the 3.5% salary increase budget for the UK (inclusive of merit-based increases). The CFO was appointed on 1
st
January 2026
and, along with the COO, is next eligible for a base salary increase with effect from 1
st
April 2027.
Benefits
No change to policy applied in 2026/27.
Pension
All Executive Directors will have a maximum pension cash supplement of 15%.
Annual
incentives
The maximum bonus opportunity for 2026/27 remains unchanged at 180% of salary for the CEO and 150% of salary for the CFO and COO.
The 2026/27 bonus will be based on the same performance measures as used for the 2025/26 bonus. However, as noted in the Chair’s statement, in order to simplify the AIP construct and
provide a slight increase in the weighting given to financial measures, for 2026/27, it is proposed that the measures are reweighted to 40% group free cash flow, 40% underlying profit
before tax, and 20% strategic targets. Targets for the Executive Directors will be based on group performance.
To the extent that metal prices move outside a defined corridor the Remuneration Committee will re-base the targets such that they are similarly challenging as when the targets were
originally set. The Remuneration Committee considers forward-looking targets to be commercially sensitive but full retrospective disclosure of the actual targets will be included in next
year’s Directors’ remuneration report.
50% of any bonus paid will be deferred into shares for three years unless shareholding requirements have been met. In this case, subject to the approval of our new Policy, the Committee
may reduce the level of deferral (potentially down to 25%), taking into account market practice at the time.
The payment of any bonus is subject to appropriate malus and clawback provisions.
Long-term
incentives
The Remuneration Committee intends to grant awards at 250% of salary for the CEO and COO, and at 200% of salary for the CFO. These award levels are in line with our Remuneration Policy.
As set out in the Chair’s statement, changes have been made to the performance measures used for 2026/27 in order to ensure long-term incentive plan targets align with our clear set of
published medium-term financial targets, thereby underpinning the delivery of future value creation for shareholders. As such, the awards will be based 40% on EPS, 40% on ROCE, and
20% on sustainability measures.
The range of annualised EPS growth targets that the Committee intends to set for 2026/27 awards is 1% per annum growth for threshold (15% vesting), rising to 7% per annum growth for
maximum performance (100% vesting). Vesting will be on a straight-line basis between these two points. In line with our historical approach, earnings will be assessed 50% against actual
metal prices and 50% against constant metal prices, which the Committee believes will allow for a more accurate assessment of underlying business performance.
The ROCE measure will be based on performance in the year ending 31
st
March 2029. The range of ROCE targets that the Committed intends to set for the 2026/27 awards is 15% for
threshold (25% vesting), rising to 20% for maximum performance (100% vesting). Vesting will be on a straight-line basis between these two points.
The sustainability measures will consist of 3 equally-weighted measures. Threshold vesting will be 25%, increasing on a straight-line basis to 100% at maximum. The measures are as follows:
• Safety
• Climate
• Diversity
Target setting for the strategic objectives will be deferred until nearer to the award grant date in August in order to establish robust targets excluding Catalyst Technologies and aligned to
external ambitions. Targets and ranges will be disclosed in the respective RNS announcements when the awards are made.
Whilst the above targets have been set based on continuing operations (i.e. excluding CT), the targets will be reviewed post the completion of the sale of CT and the return of value to
shareholders which will impact the companies capital structure. The review will be undertaken with the intention of restating the targets, as necessary, to ensure that the targets remain
similarly challenging post the sale of CT and the associated impact on the Company’s capital structure.
Awards vest in year three and are then subject to a two-year holding period.
Chairman and
non-executive
director fees
The fees for the Chair and Non-Executive Directors were reviewed during the year and were increased by 2% in line with the increase awarded to the CEO. Non-Executive Directors and Chair
fees were reviewed with reference to external market practice and internal increases for the wider workforce and Executive Directors. The fee levels are reflective of the skills, knowledge
and experience of the Non-Executive Directors.
This remuneration report was approved by the Board of Directors on 27
th
May 2026 and signed on its behalf by:
John O’Higgins
Remuneration Committee Chair
Annual report on remuneration continued
Johnson Matthey Annual Report and Accounts 2026 122Financial statements Other informationStrategic report Governance
Directors’ report
Statutory and other information
The Directors’ report required under the Companies Act 2006 (2006 Act) comprises the
Governance report (pages 61 to 122), together with the information cross referred to in this
section. Disclosures relating to greenhouse gas emissions are included in the Sustainability
report, which forms part of the Strategic report (pages 28 to 39).
The management report required under Disclosure Guidance and Transparency Rule 4.1.8R
comprises the Strategic report (pages 1 to 60), which includes a description of JM’s principal
risks and uncertainties, together with this Directors’ report.
UK Listing Rule 6.6.1
Details of the information required to be disclosed under UK Listing Rule 6.6.1 are set out in
the Annual Report on the following pages:
163 Interest capitalised
125 Allotments of equity securities for cash
181 Dividend waiver
There are no other disclosures required under UK Listing Rule 6.6.1.
Index of disclosures referred to elsewhere in the report
In accordance with the Companies Act 2006 and applicable regulations, the table below
identifies where the Directors’ report and related statutory disclosures are set out by
cross-reference within the Annual Report.
8-9 Business model
63 Corporate governance statement
66-68 Directors
39 Diversity and employment of disabled persons
118 Directors’ interests
164 Dividends
62 Employee engagement
15-18 Future developments
48-49 Greenhouse gas emissions
59 Human rights and anti-bribery and corruption
59 Modern slavery and human trafficking statement
14 Non-financial key performance indicators
194 Related party transaction
15-18 Research and development activities
21-27 and 137 Results
74-78 Section 172 statement and stakeholder engagement
181 Share capital
143 Use of financial instruments
58-59 Whistleblowing (Speak Up)
Johnson Matthey Annual Report and Accounts 2026 123Financial statements Other informationStrategic report Governance
Directors’ report continued
Other disclosures
Dividend reinvestment plan
A dividend reinvestment plan is available, which enables eligible shareholders to reinvest
their dividend payment in additional shares in Johnson Matthey Plc. Further information and
a dividend mandate can be obtained from our registrar, Equiniti, whose details can be found
on page 220, and on our website: matthey.com
Directors’ indemnities and insurance
Johnson Matthey Plc has granted indemnities to each Johnson Matthey Plc director and the
directors of the group’s subsidiaries in respect of certain liabilities arising against them in the
course of their duties, to the extent permitted by law. Neither Johnson Matthey Plc nor any
subsidiary has indemnified any director of the Company or a subsidiary in respect of any
liability that they may incur to a third party in relation to a relevant occupational pension
scheme. The Company maintains appropriate and effective directors’ and officers’ liability
insurance.
Conflicts of interest
The Board has a policy for identifying and managing directors’ conflicts of interest, which
applies to directors and, where relevant, close family members. The Board reviewed external
appointments during the year to consider any potential or actual conflicts of interest. Where
a conflict is identified, the Board considers whether to authorise the situation and, if so, the
terms of that authorisation, ensuring that all matters are considered solely with a view to
promoting the success of JM. During the year under review, no director had a material
conflict of interest requiring authorisation.
External appointments
The Board approves all external appointments in advance of acceptance. If an external
appointment arises between meetings, it is reviewed by the Chair and Chief Executive
Officer, with the support of the General Counsel and Company Secretary, and subsequently
reported to the Board. In approving additional l appointments, the Board considers time
commitment, independence and potential conflicts, to ensure that no director is considered
over-boarded.
Directors’ reappointment
Johnson Matthey Plc’s Articles of Association (the Articles) set out the rules governing
director appointment and retirement and are consistent with the provisions of the UK
Corporate Governance Code 2024. All directors retire and are eligible for re-election at each
Annual General Meeting (AGM) (other than any director appointed after the notice of an
AGM has been issued and before that AGM is held).
Directors’ powers
The powers of the directors are determined by the Articles, UK legislation including the 2006
Act, and any directions given by the Company in general meetings. The directors are
authorised by the company’s Articles to issue and allot ordinary shares and to make market
purchases of its own shares. These authorities are subject to shareholder approval and are
routinely renewed at each AGM. Further information is set out on page 125 under ‘Authority
to purchase own shares’.
Constitution
Articles of Association
The Articles may only be amended by a special resolution at a general meeting of the
company. The Articles were adopted on 17
th
July 2019 and are available on our website:
matthey.com/governance. It is proposed to amend the Articles at the 2026 Annual General
Meeting. Further details are set out in the Notice of AGM, which is available on our website:
matthey.com/AGM.
Branches
The Company and its subsidiaries operate through branches in a number of countries in
which they conduct business.
Change of control
As at 31
st
March 2026 and as at the date of approval of this Annual Report and Accounts,
there were no significant agreements to which the company or any subsidiary was or is a
party to, that take effect, alter or terminate on a change of control of the Company, whether
following a takeover bid or otherwise.
However, as at 31
st
March 2026, and as at the date of approval of this Annual Report and
Accounts, the Company and its subsidiaries were party to a number of commercial
agreements that may permit counter-parties to alter or terminate those agreements on a
change of control of JM following a takeover bid. These agreements are not considered
significant in terms of their potential effect on the group.
The Group also has a number of loan notes and borrowing facilities that may require
prepayment of principal, accrued interest and associated break costs in the event of a
change of control of JM. In addition, the group has entered into a series of financial
instruments to hedge currency, interest rate and metal price exposures, which may provide
for termination or adjustment if a change of control materially weakens the Group’s
creditworthiness .
The Executive Directors’ service contracts each contain a provision under which, if the
contract is terminated by the Company within one year following a change of control, JM will
pay an amount equivalent to one year’s gross base salary and contractual benefits, less any
notice period served, to the director by way of liquidated damages.
The rules of the Company’s employee share schemes set out the consequences of a change
of control on participants’ rights. In general, awards will vest and become exercisable on a
change of control, subject to the satisfaction of applicable performance conditions.
As at 31
st
March 2026, and as at the date of approval of this Annual Report and Accounts,
there were no other agreements between the Company, any subsidiary and directors or
employees that provide for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) arising from a takeover bid.
Johnson Matthey Annual Report and Accounts 2026 124Financial statements Other informationStrategic report Governance
Directors’ report continued
Stakeholders and policies
Suppliers
We recognise the importance of maintaining effective and constructive relationships with
our suppliers to support the delivery of our strategy and long-term success. Further
information on our payment practices is available on the UK Government’s Payment
Practices Reporting portal.
Further information on our Supplier Code of Conduct and our engagement with suppliers
during the year is available online: matthey.com/sustainability
Political donations
No political donations or contributions to political organisations within the meaning of the
Companies Act 2006 were made during the year. The Group’s policy is that no political
donations are made and no political expenditure is incurred.
Events occurring after the reporting period
As at the date of approval of this Annual Report and Accounts, there were no material events
affecting Johnson Matthey Plc or any of its subsidiaries occurring between 31
st
March 2026
and 27
th
May 2026, other than the agreed acquisition of CORMETECH Inc., details of which
are set out in Note 35.
Shareholders and share capital.
AGM
Our 2026 AGM will be held on Thursday 16
th
July 2026 at 11.00am at Herbert Smith Freehills
Kramer, Exchange House, Primrose Street, London EC2A 2EG. We will provide a live webcast
and telephone conference facility, enabling shareholders to participate virtually and raise
questions in real time. Details of how to attend and vote are set out in the Notice of Annual
General Meeting (Notice). In the Notice, we propose separate resolutions on each
substantially separate issue. For each resolution, shareholders may direct their proxy to vote
either for or against or to withhold their vote. A ‘vote withheld’ is not a vote in law and is not
counted in the calculation of votes cast. All AGM resolutions are decided on a poll, with the
results announced as soon as practicable following the meeting and published on our
website. This poll results will show votes for and against each resolution, together with votes
withheld.
Authority to purchase own shares
At the 2025 AGM, shareholders authorised Johnson Matthey Plc to make market purchases
of up to 18,393,997 ordinary shares of 110 49/53 pence each, representing 10% of the then
issued share capital of the company (excluding treasury shares). Any shares so purchased by
the Company may be cancelled or held as treasury shares. This authority will expire at the
conclusion of the 2026 AGM, and shareholders will be asked to renew a similar authority at
that meeting.
There were no share allotments during the year.
Rights and obligations attaching to shares
The rights and obligations attaching to the ordinary shares in Johnson Matthey Plc are set
out in the Articles.
As at 31
st
March 2026, and as at the date of approval of this Annual Report and Accounts,
there were no restrictions on the transfer of ordinary shares in the company, no limitations
on the holding of securities and no requirements to obtain the approval of the Company, or
of other holders of securities in Johnson Matthey Plc, for a transfer of securities – except as
described below. The directors may, in certain circumstances, refuse to register the transfer
of a share in certificated form that is not fully paid up, where the instrument of transfer does
not comply with the requirements of the company’s Articles, or if entitled under the
Uncertificated Securities Regulations 2001. As at 31
st
March 2026 and as at the date of
approval of this Annual Report and Accounts:
No person held securities in Johnson Matthey Plc carrying special rights with regard to
control of the company.
There were no restrictions on voting rights (including any limitations on voting rights of
holders of a given percentage or number of votes or deadlines for exercising voting rights),
except that a shareholder can only vote in respect of a share if it is fully paid.
There were no arrangements by which, with the Company’s co-operation, financial rights
carried by shares in the company are held by a person other than the holder of the shares.
There were no agreements known to the Company between holders of securities that may
result in restrictions on the transfer of securities or on voting rights.
Nominees, financial assistance and liens
During the year:
• No shares in Johnson Matthey Plc were acquired by the Company’s nominees or by any
person with financial assistance from the company, in either case where the Company had
a beneficial interest.
• The Company did not obtain or hold a lien or other charge over its own shares.
Allotment of securities for cash and placing of equity securities
During the year neither Johnson Matthey Plc nor any major subsidiary undertaking of the
Company has allotted equity securities for cash. The Group did not participate in any placing
of securities during the year.
Johnson Matthey Annual Report and Accounts 2026 125Financial statements Other informationStrategic report Governance
Directors’ report continued
American Depositary Receipt programme
Johnson Matthey has a sponsored Level 1 American Depositary Receipt (ADR) programme,
which BNY Mellon administers and for which it acts as Depositary. Each ADR represents two
ordinary Johnson Matthey shares. The ADRs trade on the US over-the-counter market under
the symbol JMPLY. When dividends are paid to shareholders, the Depositary converts those
dividends into US dollars, net of fees and expenses, and distributes the net amount to
ADRholders.
Employee share schemes
As at 31
st
March 2026, 3,256 current and former employees were shareholders in Johnson
Matthey Plc through the Group’s employee share schemes. Through these schemes, current
and former employees held 5,657,929 ordinary shares or 3.19% of issued share capital,
excluding treasury shares. Also as at 31
st
March 2026, 2,784,536 ordinary shares had been
awarded but had not yet vested, under the Company’s long-term incentive plans, to 266
current and former employees.
Shares acquired by employees through JM’s employee share schemes rank equally with the
other shares in issue and have no special rights. Voting rights in respect of shares held
through the company’s employee share schemes are not exercisable directly by employees.
However, employees can direct the trustee of the schemes to exercise voting rights on their
behalf. The trustee of the Company’s Employee Share Ownership Trust (ESOT) has waived its
right to dividends on shares held by the ESOT, which have not yet vested unconditionally
toemployees.
Interests in voting rights
The following information has been disclosed to the Company in accordance with the FCA’s
Disclosure Guidance and Transparency Rules in respect of notifiable interests in the voting
rights attached to Johnson Matthey Plc’s issued share capital:
As at 31
st
March 2026: Nature of holding
Total voting
rights
1
% of total voting
rights
2
Amerprise Financial, Inc. and its group Indirect
3
8,387,365 5.00%
BlackRock Indirect
3
9,180,793 5.44%
RWC Asset Management LLP Indirect
3
8,436,999 5.03%
Schroders Plc Indirect
3
8,304,257 4.94%
1. Total voting rights attaching to the issued ordinary share capital of the company (excluding treasury shares) at the time of disclosure
to the Company.
2. % of total voting rights at the date of disclosure to the Company.
3. Indirect holdings include qualifying financial instruments and contract for differences.
On 9 July 2025, Standard Latitude Master Fund Limited disclosed to the Company that its
interest in voting rights in Johnson Matthey Plc had reduced to below 5% (its notifiable
threshold under the FCA’s Disclosure Guidance and Transparency Rules (DTRs)).
JohnsonMatthey Plc has not received any further DTR notifications from Standard Latitude
Master Fund Limited since that date and, as at 31
st
March 2026, understands that Standard
Latitude Master Fund Limited no longer has any interest in voting rights in JohnsonMattheyPlc.
Other than as disclosed above, and so far as the Company is aware, there was no person who
held, directly or indirectly, a significant interest in the voting rights of Johnson Matthey Plc as
at 31
st
March 2026. The above information was correct as at the date of notification received
by JM. However, as notification is required only when a further notifiable threshold is
crossed, these holdings may have changed since that date.
Contracts with controlling shareholders
During the year there were no contracts of significance (as defined in the FCA’s Listing Rules)
between any group undertaking and a controlling shareholder, and no contracts for the
provision of services to any group undertaking by a controlling shareholder.
Simon Price
General Counsel and Company Secretary
Johnson Matthey Annual Report and Accounts 2026 126Financial statements Other informationStrategic report Governance
Responsibilities of directors
Responsibilities of directors
Statement of directors’ responsibilities in
respect of the Annual Report and
Accounts 2026
The directors are responsible for preparing the Annual
Report and Accounts and the financial statements in
accordance with applicable law and regulation.
Company law requires the directors to prepare financial
statements for each financial year. Under that law, the
directors have prepared the group financial statements in
accordance with UK-adopted international accounting
standards and the parent company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101, ‘Reduced Disclosure
Framework’, and applicable law).
Under company law, directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the group and
parent company and of the profit or loss of the group for
that period. In preparing the financial statements, the
directors are required to:
• select suitable accounting policies and then apply
themconsistently;
• state whether applicable UK-adopted international
accounting standards have been followed for the group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101 have been followed for
the parent company financial statements, subject to any
material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and parent company will continue in business.
The directors are responsible for safeguarding the assets of
the group and parent company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the group’s and parent company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the group and parent company, and enable them to
ensure that the financial statements and the Directors’
remuneration report comply with the Companies Act 2006.
The directors are responsible for the maintenance and
integrity of the parent company’s website. Legislation in the
UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The directors consider that the Annual Report and Accounts
2026, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to
assess the group’s and parent company’s position and
performance, business model and strategy.
Each of the directors, whose names and functions are listed
in the Governance section of the Annual Report and Accounts
2026, confirm that, to the best of their knowledge:
• the group and parent company financial statements,
which have been prepared in accordance with UK-adopted
international accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit
of the group;
• the parent company financial statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true
and fair view of the assets, liabilities and financial position
of the parent company; and
• the Strategic report includes a fair review of the
development and performance of the business and the
position of the group and parent company, together with
a description of the principal risks and uncertainties that
it faces.
In the case of each director in office at the date the
Directors’ report is approved:
• so far as the director is aware, there is no relevant audit
information of which the group’s and parent company’s
auditors are unaware; and
• they have taken all the steps that they ought to have
taken as a director in order to make themselves aware of
any relevant audit information and to establish that the
group’s and parent company’s auditors are aware of
thatinformation.
The Directors’ report and responsibilities statement was
approved on 27
board by:
Simon Price
General Counsel and Company Secretary
Johnson Matthey Annual Report and Accounts 2026 127Financial statements Other informationStrategic report Governance
Notes on the Accounts c for the year ended 31st March 2025 continued
In this section
129 Independent auditors’ report to the members of
Johnson Matthey plc
137 Consolidated Income Statement
138 Consolidated Statement of Total Comprehensive
Income
139 Consolidated Statement of Financial Position
140 Consolidated Statement of Cash Flows
141 Consolidated Statement of Changes in Equity
142 Guide to financial statement disclosures
143 Notes on the Accounts
199 Parent Company Statement of Financial Position
200 Parent Company Statement of Changes in Equity
Financial
statements
Safe and reliable air travel
Enabled By
From pinning wires used to cast jet engine
turbine blades and electroplating salts that
protect them, to PGM sensors that measure
real-time temperature, pressure and speed, JM is
helping enable safe and reliable air travel.
Johnson Matthey Annual Report and Accounts 2026 128Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of
Johnson Matthey plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements, included within the Annual Report and Accounts
(the “Annual Report”), which comprise:
• the Consolidated Statement of Financial Position and Parent Company Statement of
Financial Position as at 31March2026;
• the Consolidated Income Statement and Consolidated Statement of Total Comprehensive
Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes
in Equity and Parent Company Statement of Changes in Equity for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information
and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities 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 FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided.
Other than those disclosed in note 4, we have provided no non-audit services to the
company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• Following our assessment of the risks of material misstatement of the consolidated
financial statements, we conducted full scope audits at 11 profit centres and performed
specified procedures over targeted balances and transactions at a further 14 profit centres,
for reporting on the continuing group.
• The profit centres on which audit procedures were performed together account for 82% of
continuing group revenue and 63% of continuing group underlying profit before tax from
continuing operations.
• For the discontinued operations, the group engagement team audited specific accounts
across three profit centres, in addition to targeted risk assessment procedures.
• As part of the group audit supervision process, the group engagement team met with and
discussed the approach and results of audit procedures with component teams and
reviewed a selection of audit files and final deliverables. In-person site visits to
components in the UK, Macedonia, China and the US were also performed. Remote
oversight was also conducted for other in-scope locations through video calls and reviews.
• The group engagement team audited the parent company and other centralised functions
including those covering the group treasury operations, corporate taxation, post-
retirement benefits, discontinued operations and assets held for sale, and certain goodwill
and asset impairment assessments. The group engagement team also performed audit
procedures over the group consolidation and financial statements disclosures.
• For non-full scope components, which were not considered inconsequential components,
we either performed audit procedures over specific account balances or targeted risk
assessment procedures.
Johnson Matthey Annual Report and Accounts 2026 129Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
• The group engagement team performed centralised audit testing for certain reporting
components who are supported by Johnson Matthey Global Solutions.
• The group engagement team performed substantive procedures over all of the significant
balances and transactions of the parent company.
Key audit matters
• Refinery metal accounting (group and parent)
• Claims and uncertainties (group and parent)
• Property, plant and equipment impairment – Hydrogen Technologies (group)
Materiality
• Overall group materiality: £13.6 million (2025: £17.7 million) based on 5% of profit before
tax from continuing operations, adjusted for profit / (loss) on disposal of businesses, gains
and losses on significant legal proceedings and major impairment and restructuring
charges (“underlying profit before tax”).
• Overall company materiality: £67.4 million (2025: £77.4 million) based on 1% of total
assets. However, materiality is capped at £12.2 million (2025: £15.7 million) for the
purpose of the audit of the consolidated financial statements, being the maximum
allocation of group audit materiality to a component.
• Performance materiality: £10.1 million (2025: £13.3 million) (group) and £9.1 million
(2025: £11.8 million) (company).
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.
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.
Carrying value of goodwill (group and parent), which was a key audit matter last year, is no
longer included because of the announced disposal of the Catalyst Technologies business
during the year, for proceeds significantly in excess of the carrying value of the cash
generating unit. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Refinery metal accounting (group and parent)
Refer to the Significant issues considered by the Audit Committee within the Audit
Committee Report and note 1 and 36 to the financial statements.
As part of its refining activities, the group processes a significant amount of metal on behalf
of third parties, whereby the group must return pre-agreed recoverable quantities of
refined metal to those parties at an agreed date. Any metal in excess of this pre-agreed
quantity is retained by the group. As such, the group makes an estimate of how much metal
it will recover as part of its refining operations. The majority of metal processed at refineries
is owned by customers and is not held on the financial balance sheet of the group. As such,
the group performs a metal balance sheet reconciliation to ensure quantities of precious
metals held at year-end are appropriately understood, classified as either owned by Johnson
Matthey or by the customer and reconciled to its financial position. This ensures that only
the group-owned inventory is recorded on the balance sheet and that the price allocated to
this owned inventory is at the lower of cost and net realisable value.
We evaluated the design and operation of key controls at the main refining locations over
refinery stocktakes and metal assaying procedures. We tested that the metal balance sheet
was prepared and reviewed monthly. We tested the classification of precious metals at
year-end on the metal balance sheet to determine if metal was owned by the group or
thecustomer.
Our procedures included sending confirmations to customers and testing the balance of
customer metal that was in the refining process, but not contractually due.
We assessed management’s policy for recognising stocktake gains and losses arising from
stocktakes. We attended physical stock counts at sites where these stocktakes were
performed. The purpose was to verify the existence of inventory and adherence to the
group’s stocktake processes and to assess the reasonableness of stocktake gains and losses
at these sites.
We assessed the quantum of process loss provisions recorded between the date of the
stocktake and the year-end date, including comparing the provisions to historical trends
and refinery stocktake results. We tested the journal entries posted to record stocktake
gains and losses recorded during the year.
Johnson Matthey Annual Report and Accounts 2026 130Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
Key audit matter How our audit addressed the key audit matter
Refinery metal accounting (group and parent) (continued)
During the refining process, there are a series of complex estimates including:
i. Estimation of the level of metal contained in the carrier material entering the refining
process, the refined metal that leaves the refining process and the residual metal in the
refining process at year-end;
ii. Estimates of the process losses of precious metals that may be lost during the refining
and fabrication process and the adequacy of these provisions;
iii. Estimates of the metal in the refinery process as informed by refinery stocktakes and the
subsequent sampling and assaying to assess the precious metal content in stocktake
samples; and
iv. Estimates of the net realisable value of unhedged metal held at year-end.
Each of these estimates impacts different areas of the audit. The refining process and its
associated estimates are an area of focus for our audit due to the inherent complexity of the
accounting and the amount of metal processed.
We tested that all unhedged metal was being held at the lower of cost and net realisable
value, on an individual metal by metal basis, with reference to external metal price data.
We considered the adequacy of the group’s disclosures about the degree of estimation
involved in arriving at the value of metal inventory.
Based on the procedures performed, we noted no material issues arising from our work.
Claims and uncertainties (group and parent)
Refer to the Significant issues considered by the Audit Committee and notes 1, 22, 32, 36
and 48 to the financial statements.
This risk covers litigation matters across the group. There is inherent judgement and
estimation involved in determining when and how much to provide for claims
anduncertainties.
The assumptions underpinning these claims and the identification of when such claims
arise are inherently judgemental. Careful consideration needs to be given as to how the
claim and any potential exposure are estimated and subsequently accounted for.
The group is involved in various legal proceedings, including actual or threatened litigation
and regulatory investigations. The number and nature of claims vary from year to year; note
32 discloses the major developments in the year. The most significant is the contingent
liability arising following the sale of the Health Business in May 2022.
The group discloses such risks as contingent liabilities where it is unable to make a reliable
estimate of potential exposures or where it believes a material outflow is possible but not
probable. If the group is unable to successfully defend against such claims, these risks could
give rise to a future liability.
For litigation matters, we read management’s summary of major litigation matters and held
discussions with group and sector level general counsel to assess legal exposures and the
expected outcome of new and material cases across the group. For new matters with
potential material exposures, we obtained supporting evidence to evaluate management’s
position. We reviewed board minutes and made inquiries of management to address the
risk of undisclosed claims and uncertainties.
We applied professional scepticism in auditing both the likely outcome and quantification of
exposures, including performing audit procedures over claims management determined to
be immaterial and being sceptical of where a constructive obligation existed but
management considered a reliable estimate could not be made.
Where settlements or judgements have occurred during the year, we have agreed these to
settlement agreements or court rulings between the company and the claimant.
We assessed the level of provisioning and contingent liability disclosures, where relevant,
inresponse to known claims.
Based on the procedures performed, we noted no material issues arising from our work.
Johnson Matthey Annual Report and Accounts 2026 131Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
How we tailored the audit scope
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 and the company, the accounting processes and controls, and the industry in
which they operate.
The continuing group is structured across three sectors: Clean Air, PGM Services and
Hydrogen Technologies, as well as the central corporate unit. The financial statements are a
consolidation of approximately 140 profit centres.
We have identified each individual profit centre as a component. These components comprise
the group’s operating businesses and holding companies across the three sectors and corporate.
Based on our risk and materiality assessments, we determined which components required
an audit of their complete financial information having considered the relative significance
of each entity to the group, locations with significant inherent risks and the overall coverage
obtained over each material line item in the consolidated financial statements.
We identified 11 profit centres which, in our view, required an audit of their complete
financial information, due to size or risk characteristics.
In addition to the profit centres in full scope, we performed specified procedures at 14 profit
centres covering revenue, trade and other receivables and deferred income, cash, inventory,
metal inventory, accruals, fixed assets and depreciation, cost of sales and operating expenses
and we tested manual journal entries. This ensured that appropriate audit procedures were
performed to achieve sufficient coverage over these financial statement line items.
The total 25 in-scope profit centres are located in numerous countries around the world. Weused
local teams in these countries to perform the relevant audit procedures. In addition, senior
members of the group engagement team have visited component teams across all group’s major
segments in the UK, Macedonia, China and the US. These visits were in person for these
locations. They included meetings with the component auditor and with local management.
We issued formal written instructions to all component auditors setting out the audit work to
be performed by each of them and maintained regular communication with the component
auditors throughout the audit cycle. These interactions included attending certain
component clearance meetings and holding regular conference calls, as well as reviewing
and assessing any matters reported. The group engagement team also reviewed selected
audit working papers for certain component teams to evaluate the sufficiency of audit
evidence obtained and fully understand the matters arising from the component audits.
For the discontinued operations, the group engagement team audited specific accounts
across three profit centres, in addition to targeted risk assessment procedures.
Key audit matter How our audit addressed the key audit matter
Property, plant and equipment impairment – Hydrogen Technologies (group)
Refer to the Significant issues considered by the Audit Committee within the Audit
Committee Report and notes 1, 5 and 6 to the financial statements.
A strategic business review of the Hydrogen sector was performed during the year in
response to recent regulatory and political developments and the resulting impact on
Hydrogen Technologies market projections.
This review triggered management’s decision to exit certain product lines and geographies,
and shift focus to capitalise on the Chinese market in the near term.
These external and internal factors represented impairment triggers, and the carrying
amount of the Hydrogen Technologies cash generating unit (CGU) was tested for
impairment as at 31 March 2026.
Management prepared an impairment assessment that reflects its best estimates of future
cashflows on a value-in-use basis. The carrying amount for the Hydrogen Technologies CGU
exceeded its value-in-use and a £54 million impairment charge was recognised,
representing a write-off of the CGU’s asset base. A residual value of £3 million remains on
the balance sheet relating to land, based on its fair value less costs to sell. The other
property, plant and equipment assets were determined by management to have no fair
value based on the lack of a readily available market for sale.
We obtained management’s value in use impairment model and understood and evaluated
key judgements and estimates.
We focused on the key assumptions in the forecasts and the value in use model,
corroborating assumptions to supporting evidence where available, which included both
internal and external sources of evidence. We assessed the impact of climate change on the
prospects of the market and considered the committed strategic decisions made by the
group in the current year.
We engaged in discussions with the group’s internal market specialists and used our
valuations experts to assess certain assumptions. This included consideration of market
projections given recent regulatory developments and the associated risk factors related to
the current stage of business maturity. We engaged with our valuations experts to evaluate
the post-tax discount rate and the long-term growth rate applied.
We tested the mathematical integrity of the value in use model and agreed the carrying
values in management’s impairment models to underlying accounting records. We assessed
management’s sensitivity analysis and performed our own independent sensitivity analysis,
noting that reasonable changes to assumptions did not change the impairment conclusion.
We considered the inputs to the fair value less costs to sell assessment and concluded that
these were reasonable and based on appropriate supporting evidence.
We challenged management on the appropriateness of the related disclosures.
Based on the procedures performed, we noted no material issues arising from our work.
GovernanceStrategic report Johnson Matthey Annual Report and Accounts 2026 132Other informationFinancial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
The group consolidation, financial statement disclosures and corporate functions were
audited by the group engagement team. This included our work over the consolidation,
litigation provisions, centrally recognised tax balances, goodwill, post-retirement benefits,
earnings per share and treasury related balances. This scope of work, together with
additional procedures performed at the group level, accounted for approximately 82% of
group revenue and approximately 63% of group underlying profit before taxation from
continuing operations. In addition, the group engagement team undertook procedures over
the result from discontinued operations and the assets and liabilities classified as held for
sale. This provided the evidence we needed for our opinion on the consolidated financial
statements taken as a whole. This was before considering the contribution to our audit
evidence from performing audit work at the group level, including targeted analytical review
procedures, which covers non-significant components that were not directly included in our
group audit scope. Our audit of the Parent Company financial statements was undertaken by
the group engagement team and included substantive procedures over all material balances
and transactions.
The impact of climate risk on our audit
Climate change is expected to present both risks and opportunities for the group. As explained
in the Sustainability section of the Strategic Report, the group has plans towards a Net Zero
pathway by 2040. Management’s climate change initiatives and commitments will impact
the group in a variety of ways. While the group has started to quantify some of the impacts
that may arise on its net zero pathway, the future financial impacts are clearly uncertain
given the medium to long term horizon. Disclosure of the impact of climate change risk
based on management’s current assessment is incorporated in the Task Force on climate
related financial disclosures (“TCFD”) section of the Annual Report.
As part of our audit, we made enquiries of management to understand the extent of the
potential impact of climate change on the group’s business and the financial statements,
including reviewing management’s climate change risk assessment. Using our knowledge of
the business, we challenged the completeness of management’s risk assessment. This included
reading CDP submissions made by the group and its competitors to ensure appropriate
consistency with the judgements and disclosures reflected in the financial statements.
We assessed that the key areas in the financial statements which are more likely to be
materially impacted by climate change are those areas that are based on future cash flows.
As a result, we particularly considered how climate change risks and the impact of climate
commitments made by the group would impact the assumptions made in the forecasts
prepared by management that are used in the group’s impairment analysis, determining
deferred tax asset recoverability and for going concern purposes. Our procedures did not
identify any material impact on our audit for the year ended 31 March 2026. We also
checked the consistency of the disclosures in the TCFD section of the Annual Report and
Accounts with the relevant financial statement disclosures, including note 1 and the going
concern section of the accounting policies, and with our understanding of the business and
knowledge obtained in the audit.
We confirmed with management and the Audit Committee that the estimated financial
impacts of climate change will be reassessed prospectively and our expectation is that
climate change disclosures will evolve as the understanding of the actual and potential
impacts on the group’s future operations is established with greater certainty.
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:
Financial statements – group Financial statements – company
Overall materiality £13.6 million (2025: £17.7 million) £67.4 million (2025: £77.4 million)
How we determined it Approximately 5% of profit before tax from continuing operations, adjusted
for profit / (losses) on disposal of businesses, gains and losses on significant
legal proceedings and major impairment and restructuring charges
(“underlying profit beforetax”).
Approximately 1% of total assets. However, materiality is capped at
£12.2 million (2025: £15.7 million) for the purpose of the audit of the
consolidated financial statements, being the maximum allocation of group
materiality to a component.
Rationale for benchmark
applied
Underlying profit before tax from continuing operations is used as the
materiality benchmark. Management uses this measure as it believes
that it reflects the underlying performance of the group and this is
how the executive directors and key management personnel are measured
on theirperformance.
We considered total assets to be an appropriate benchmark for the parent
company given that, while it does include trading businesses, it is the ultimate
holding company, incurs corporate costs and enters into financing on behalf
of the group. The parent company is also a component of the group audit. The
materiality level was capped at £12.2 million, being the maximum allocation
of group materiality to a component.
Johnson Matthey Annual Report and Accounts 2026 133Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
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 materiality allocated across components was
between £0.9 million and £12.2 million. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
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% (2025: 75%) of overall materiality, amounting to £10.1 million (2025: £13.3 million)
for the group financial statements and £9.1 million (2025: £11.8 million) for the company
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 at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified
during our audit above £0.7 million (group audit) (2025: £0.9 million) and £0.7 million
(company audit) (2025: £0.9 million) as well as misstatements below those amounts that,
inour view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to
continue to adopt the going concern basis of accounting included:
• Evaluation of management’s base case and downside case scenarios, understanding and
evaluating the key assumptions, including assumptions related to inflation and other
macro-economic factors;
• Validation that the cash flow forecasts used to support management’s impairment, going
concern and viability assessments were consistent;
• Assessment of the historical accuracy and reasonableness of management’s forecasting;
• Consideration of the group’s available financing and debt maturity profile;
• Testing of the mathematical integrity of management’s liquidity headroom, covenant
compliance, sensitivity analysis and stress testing calculations;
• Assessment of the reasonableness of management’s planned or potential mitigating
actions; and
• Reviewing the related disclosures in the Annual Report and Accounts.
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 and the company’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.
However, because not all future events or conditions can be predicted, this conclusion is not
a guarantee as to the group’s and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
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, except to the extent
otherwise explicitly stated in this report, 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.
With respect to the Strategic report and Directors’ Report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires
us also to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information
given in the Strategic report and Directors’ Report for the year ended 31 March 2026 is
consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Committee report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Johnson Matthey Annual Report and Accounts 2026 134Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review. Our additional responsibilities with respect to the corporate governance
statement as other information are described in the Reporting on other information section
of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures
are in place to identify emerging risks and an explanation of how these are being
managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s and company’s ability to
continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the group’s and company’s prospects,
the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the
company will be able to continue in operation and meet its liabilities as they fall due over
the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and
company was substantially less in scope than an audit and only consisted of making inquiries
and considering the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK Corporate Governance Code;
and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the group and company and their environment obtained in
the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the corporate governance statement is materially consistent
with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members to
assess the group’s and company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’
statement relating to the company’s compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified under the Listing Rules for review
by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the
Annual Report and Accounts 2026, 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
and the company’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 the company 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
financialstatements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, 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.
Johnson Matthey Annual Report and Accounts 2026 135Governance Other informationStrategic report Financial statements
Independent auditors’ report to the members of Johnson Matthey plc continued
Based on our understanding of the group and industry, we identified that the principal risks
of non-compliance with laws and regulations related to environmental legislation, health
and safety regulations (EHS), and anti bribery and corruption laws, 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 financial
statements such as tax legislation and the Companies Act 2006. 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 posting inappropriate journal entries and management bias in making
accounting estimates and judgements. The group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work. Audit procedures performed by the group
engagement team and/or component auditors included:
• Discussions with internal audit, management including the group’s in-house legal counsel
and head of ethics and compliance in relation to known or suspected instances of
non-compliance with laws and regulations and fraud;
• Reading the minutes of board meetings and sub-committee meetings, and assessment of
“Speak Up” matters through the ethics reporting line and the results of management’s
investigation into these matters;
• Reviewing financial statement disclosures to supporting documentation to assess
compliance with applicable laws and regulations;
• Challenging management’s significant judgements and estimates in particular those
relating to the recoverable amount of property, plant and equipment, post-employment
benefits, refining processes and stocktakes, metal accounting and provisions and
contingent liabilities;
• Identifying and testing unusual journal entries, in particular journal entries posted with
unusual account combinations, and testing all material consolidation journals;
• Incorporating unpredictable procedures into our audit approach including varying the
timing and nature of testing performed; and
• Considering the outcome of key transactions in the year and assessing the appropriateness
of related accounting and disclosure within the financial statements.
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.
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. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
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.
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 Chapter 3 of Part 16 of the Companies Act 2006 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 save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for
our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Remuneration Committee report to
be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31March2019. Our
uninterrupted engagement covers eight financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on
the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format annual financial report has
been prepared in accordance with those requirements.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
27May2026
Johnson Matthey Annual Report and Accounts 2026 136Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
Consolidated Income Statement
for the year ended 31
st
March 2026
| 2026 | 2025 | ||
| Notes | £m | £m* | |
Revenue | 2, 3 | ||
Cost of sales | 2 | ( | ( |
Gross profit | |||
Distribution costs | ( | ( | |
Administrative expenses | ( | ( | |
Profit on disposal of businesses | 27 | ||
Gain on significant legal proceedings | 4 | ||
Major impairment and restructuring charges | 4, 6 | ( | ( |
Operating profit | 2, 4 | ||
Finance costs | 8 | ( | ( |
Investment income | 8 | ||
Share of (losses) / profits of associates | 15 | ( | |
Profit before tax from continuing operations | |||
Tax expense | 9 | ( | ( |
(Loss) / profit for the year from continuing operations | ( | ||
(Loss) / profit after tax from discontinued operations | ( | ||
(Loss) / profit for the year | ( | ||
pence | pence | ||
| (Loss) / earnings per ordinary share | |||
Basic | 10 | ( | |
Diluted | 10 | ( | |
| (Loss) / earnings per ordinary share from continuing operations | |||
Basic | 10 | ( | |
Diluted | 10 | ( |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26).
The notes on pages 143 to 209 form an integral part of the accounts.
Johnson Matthey Annual Report and Accounts 2026 137Governance Other informationStrategic report Financial statements
Consolidated Statement of Total Comprehensive Income
for the year ended 31
st
March 2026
| 2026 | 2025 | ||
| Notes | £m | £m | |
(Loss) / profit for the year | ( | ||
| Other comprehensive (expense) / income | |||
| Items that will not be reclassified to the income statement in subsequent years | |||
Remeasurements of post-employment benefit assets and liabilities | 24 | ( | |
Fair value losses on equity investments at fair value through other comprehensive income | ( | ||
Tax on items that will not be reclassified to the income statement 1 | ( | ||
Total items that will not be reclassified to the income statement | ( | ||
| Items that may be reclassified to the income statement | |||
Exchange differences on translation of foreign operations | 25 | ( | ( |
Amounts charged to hedging reserve | 25 | ( | ( |
Fair value (losses) / gains on net investment hedges | ( | ||
Tax on above items taken directly to or transferred from equity 2 | |||
Total items that may be reclassified to the income statement in subsequent years | ( | ( | |
Other comprehensive expense for the year | ( | ( | |
Total comprehensive (expense) / income for the year | ( | ||
| Total comprehensive (expense) / income for the year arises from: | |||
Continuing operations | ( | ||
Discontinued operations | 26 | ( | |
( |
1. The tax credit on other comprehensive (expense) / income that will not be reclassified to the income statement of £4 million (2025: tax charge of £8 million) relates to remeasurements of post-employment benefit assets and liabilities.
2. The tax credit on other comprehensive expense that may be reclassified to the income statement of £8 million (2025: £1 0 million) relates to tax on amounts charged to hedging reserve.
Notes on the Accounts for the year ended 31
st
March 2026 continued
Johnson Matthey Annual Report and Accounts 2026 138Governance Other informationStrategic report Financial statements
Consolidated Statement of Financial Position
as at 31
| 2026 | 2025 | ||
| Notes | £m | £m | |
| Assets | |||
| Non-current assets | |||
Property, plant and equipment | 11 | ||
Right-of-use assets | 12 | ||
Goodwill | 13 | ||
Other intangible assets | 14 | ||
Investments in associates | 15 | ||
Investments at fair value through other comprehensiveincome | 28 | ||
Other receivables | 17 | ||
Derivative financial instruments | 18 | ||
Deferred tax assets | 23 | ||
Post-employment benefit net assets | 24 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 16 | ||
Taxation recoverable | |||
Trade and other receivables | 17 | ||
Financial assets held at amortised cost | |||
Cash and cash equivalents | |||
Derivative financial instruments | 18 | ||
Assets classified as held for sale | 26 | ||
Total current assets | |||
Total assets |
| 2026 | 2025 | ||
| Notes | £m | £m | |
| Liabilities | |||
| Current liabilities | |||
Trade and other payables | 19 | ( | ( |
Lease liabilities | 12 | ( | ( |
Taxation liabilities | ( | ( | |
Cash and cash equivalents – bank overdrafts | ( | ( | |
Borrowings | 20 | ( | ( |
Derivative financial instruments | 18 | ( | ( |
Provisions | 22 | ( | ( |
Liabilities classified as held for sale | 26 | ( | |
Total current liabilities | ( | ( | |
| Non-current liabilities | |||
Borrowings | 20 | ( | ( |
Lease liabilities | 12 | ( | ( |
Deferred tax liabilities | 23 | ( | ( |
Employee benefit obligations | 24 | ( | ( |
Derivative financial instruments | 18 | ( | ( |
Provisions | 22 | ( | ( |
Trade and other payables | 19 | ( | ( |
Total non-current liabilities | ( | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 25 | ||
Share premium | |||
Treasury shares | ( | ( | |
Other reserves | 25 | ( | ( |
Retained earnings | |||
Total equity |
Notes on the Accounts for the year ended 31
st
March 2026 continued
Johnson Matthey Annual Report and Accounts 2026 139Governance Other informationStrategic report Financial statements
Consolidated Statement of Cash Flows
for the year ended 31
st
March 2026
| 2026 | 2025 | ||
| Notes | £m | £m* | |
| Cash flows from operating activities | |||
Profit before tax from continuing operations | |||
| Adjustments for: | |||
Share of losses / (profits) of associates | ( | ||
Profit on disposal of businesses | ( | ( | |
Depreciation | |||
Amortisation | |||
Impairment losses | |||
Profit on sale of non-current assets | ( | ||
Share-based payments | |||
(Increase) / decrease in inventories | ( | ||
(Increase) / decrease in receivables | ( | ||
Increase / (decrease) in payables | ( | ||
(Decrease) / increase in provisions | ( | ||
| Contributions less than / (in excess of) employee benefit | |||
obligations charge | ( | ||
Changes in fair value of financial instruments | ( | ||
Net finance costs | |||
Disposal costs | ( | ( | |
Income tax paid | ( | ( | |
| Net cash (outflow) / inflow from operating activities – | |||
discontinued operations | 26 | ( | |
Net cash inflow from operating activities | |||
| Cash flows from investing activities | |||
Interest received | |||
Purchases of property, plant and equipment | ( | ( | |
Purchases of intangible assets | ( | ( | |
Proceeds from redemption of investments held at fair value through other comprehensive income | |||
Net cash movements of financial assets held at amortised cost | ( | ||
Proceeds from sale of non-current assets | |||
Proceeds from sale of businesses | 27 | ||
| Net cash outflow from investing activities – discontinued | |||
operations | 26 | ( | ( |
Net cash (outflow) / inflow from investing activities | ( |
| 2026 | 2025 | ||
| Notes | £m | £m* | |
| Cash flows from financing activities | |||
Purchase of treasury shares | ( | ||
Proceeds from borrowings | |||
Repayment of borrowings | ( | ( | |
Net cash movements from hedging activities | |||
Dividends paid to equity shareholders | 25 | ( | ( |
Interest paid | ( | ( | |
Principal element of lease payments | ( | ( | |
| Net cash outflow from financing activities – discontinued | |||
operations | 26 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Change in cash and cash equivalents | ( | ||
Exchange differences on cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of year | |||
Cash and deposits transferred to assets classified as held forsale | 26 | ( | |
Cash and cash equivalents at end of year | |||
Cash and deposits | |||
Money market funds | |||
Bank overdrafts | ( | ( | |
Cash and deposits transferred to assets classified as held forsale | 26 | ( | |
Cash and cash equivalents |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26).
Notes on the Accounts for the year ended 31
st
March 2026 continued
Johnson Matthey Annual Report and Accounts 2026 140Governance Other informationStrategic report Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31
st
March 2026
| Other | ||||||
| Share | Share | Treasury | reserves | Retained | Total | |
| capital | premium | shares | (note 25) | earnings | equity | |
| £m | £m | £m | £m | £m | £m | |
At 1 st April 2024 | ( | |||||
Profit for the year | ||||||
Remeasurements of post-employment benefit assets and liabilities | ||||||
Fair value losses on investments at fair value through other comprehensive income | ( | ( | ||||
Exchange differences on translation of foreign operations | ( | ( | ||||
Amounts charged to hedging reserve | ( | ( | ||||
Fair value gains on net investment hedges taken to equity | ||||||
Tax on other comprehensive (expense) / income | ( | |||||
Total comprehensive (expense) / income | ( | |||||
Dividends paid (note 25) | ( | ( | ||||
Purchase of treasury shares (note 25) | ( | ( | ( | |||
Share-based payments | ||||||
Cost of shares transferred to employees | ( | ( | ||||
At 31 st March 2025 | ( | ( | ||||
Loss for the year | ( | ( | ||||
Remeasurements of post-employment benefit assets and liabilities | ( | ( | ||||
Exchange differences on translation of foreign operations | ( | ( | ||||
Amounts charged to hedging reserve | ( | ( | ||||
Fair value losses on net investment hedges taken to equity | ( | ( | ||||
Tax on other comprehensive expense | ||||||
Total comprehensive expense | ( | ( | ( | |||
Dividends paid (note 25) | ( | ( | ||||
Share-based payments | ||||||
Cost of shares transferred to employees | ( | ( | ||||
At | ( | ( |
Notes on the Accounts for the year ended 31
st
March 2026 continued
Johnson Matthey Annual Report and Accounts 2026 141Governance Other informationStrategic report Financial statements
Guide to financial statement disclosures
for the year ended 31
st
March 2026
Notes and appendices Page Notes and appendices Page
Operations – information relating to our operating performance
2 Segmental information 152 6 Major impairment and restructuring charges 160
3 Revenue 155 10 (Loss) / earnings per ordinary share 162
4 Operating profit 158 34 Non-GAAP measures 195
5 Impairment losses 158
Financing – information relating to how we finance our business
8 Investment income and financing costs 161 25 Share capital and other reserves 181
18 Derivative financial instruments 167 28 Financial risk management 185
20 Borrowings 168 29 Fair values 191
21 Movements in assets and liabilities arising from financing activities 169
Working capital – information relating to the day-to-day working capital of our business
16 Inventories 166 19 Trade and other payables 167
17 Trade and other receivables 166 22 Provisions 171
Tax – information relating to our current and deferred taxation
9 Tax expense 161 23 Deferred tax 172
Employees – information relating to the costs associated with employing our people
7 Employee information 161 30 Share-based payments 192
24 Post-employment benefits 173
Long-term assets – information relating to our long-term operational and investment assets
11 Property, plant and equipment 163 14 Other intangible assets 165
12 Leases 164 15 Investments in associates 166
13 Goodwill 164 24 Post-employment benefits 173
Other – other useful information
1 Material accounting policies 143 32 Contingent liabilities 194
26 Discontinued operations and assets and liabilities classified as held for sale 183 33 Transactions with related parties 194
27 Disposals 184 34 Non-GAAP measures 195
31 Commitments 194 35 Events after the balance sheet date 198
Notes on the Accounts for the year ended 31
st
March 2026 continued
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Notes on the Accounts
for the year ended 31
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March 2026
1 Material accounting policies
Notes on the Accounts for the year ended 31
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1 Material accounting policies (continued)
Basis of accounting and preparation (continued)
Going concern (continued)
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1 Material accounting policies (continued)
Revenue (continued)
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1 Material accounting policies (continued)
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1 Material accounting policies (continued)
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March 2026 continued
1 Material accounting policies (continued)
Financial instruments (continued)
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March 2026 continued
1 Material accounting policies (continued)
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March 2026 continued
1 Material accounting policies (continued)
Sources of estimation uncertainty (continued)
Goodwill, other intangibles and other assets (continued)
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Notes on the Accounts for the year ended 31
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March 2026 continued
1 Material accounting policies (continued)
Sources of estimation uncertainty (continued)
Climate change (continued)
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| Continuing operations | ||||||
| Hydrogen | ||||||
| Clean Air | PGM Services | Technologies | Corporate | Eliminations | Total | |
| £m | £m | £m | £m | £m | £m | |
Revenue from external customers | 3,778 | 8,715 | 80 | – | – | 12,573 |
Inter-segment revenue | – | 1,579 | – | – | (1,579) | – |
Revenue | 3,778 | 10,294 | 80 | – | (1,579) | 12,573 |
Cost of sales – precious metal to customers | (1,655) | (9,874) | (9) | – | 1,520 | (10,018) |
Cost of sales – non-precious metal | (1,692) | (224) | (58) | (12) | 60 | (1,926) |
Cost of sales | (3,347) | (10,098) | (67) | (12) | 1,580 | (11,94 4) |
External sales | 2,123 | 361 | 71 | – | – | 2,555 |
Inter-segment sales | – | 59 | – | – | (59) | – |
Sales 1 | 2,123 | 420 | 71 | – | (59) | 2,555 |
Underlying operating profit / (loss) 1 | 307 | 119 | (19) | (67) | – | 340 |
| Continuing operations | |||||||
| PGM Services | Hydrogen | ||||||
| Clean Air | (restated) | Technologies | Value Businesses | Corporate | Eliminations | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
Revenue from external customers | 3,973 | 6,930 | 68 | 51 | – | – | 11,022 |
Inter-segment revenue | – | 1,485 | – | – | – | (1,485) | – |
Revenue | 3,973 | 8,415 | 68 | 51 | – | (1,485) | 11,022 |
Cost of sales – precious metal to customers | (1,654) | (7,934) | (8) | (14) | – | 1,419 | (8,191) |
Cost of sales – non-precious metal | (1,856) | (235) | (68) | (32) | (22) | 66 | (2,147) |
Cost of sales | (3,510) | (8,169) | (76) | (46) | (22) | 1,485 | (10,338) |
External sales | 2,319 | 415 | 60 | 37 | – | – | 2,831 |
Inter-segment sales | – | 66 | – | – | – | (66) | – |
Sales 1 | 2,319 | 481 | 60 | 37 | – | (66) | 2,831 |
Underlying operating profit / (loss) 1 | 273 | 151 | (39) | 1 | (87) | – | 299 |
Johnson Matthey Annual Report and Accounts 2026 152Governance Other informationStrategic report Financial statements
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March 2026 continued
2 Segmental information (continued)
| Continuing operations | |||||
| Hydrogen | |||||
| Clean Air | PGM Services | Technologies | Corporate | Total | |
| £m | £m | £m | £m | £m | |
Underlying operating profit / (loss) 1 | 307 | 119 | (19) | (67) | 340 |
Profit on disposal of businesses | – | – | – | 5 | 5 |
Gain on significant legal proceedings | – | – | – | 8 | 8 |
Major impairment and restructuring charges (note 6) | (23) | (55) | (89) | (25) | (192) |
Operating profit / (loss) | 284 | 64 | (108) | (79) | 161 |
| Continuing operations | ||||||
| PGM Services | Hydrogen | Value | ||||
| Clean Air | (restated) | Technologies | Businesses | Corporate | Total | |
| £m | £m | £m | £m | £m | £m | |
Underlying operating profit / (loss) 1 | 273 | 151 | (39) | 1 | (87) | 299 |
(Loss) / profit on disposal of businesses | – | (19) | – | 29 | 472 | 482 |
Major impairment and restructuring charges | (39) | (63) | (145) | (1) | (79) | (327) |
Operating profit / (loss) | 234 | 69 | (184) | 29 | 306 | 454 |
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Notes on the Accounts for the year ended 31
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March 2026 continued
2 Segmental information (continued)
| PGM | Hydrogen | ||||
| Clean Air | Services | Technologies | Corporate | Total | |
| £m | £m | £m | £m | £m | |
Segmental net assets | 1,494 | (11) | 73 | 276 | 1,832 |
Net debt (note 34) | (880) | ||||
Post-employment benefit net assets and liabilities | 202 | ||||
Deferred tax net assets | 29 | ||||
Provisions and non-current other payables | (75) | ||||
Investments in associates (note 15) | 70 | ||||
Net assets held for sale (note 26) | 838 | ||||
Net assets | 2,016 | ||||
Property, plant and equipment | 27 | 153 | 4 | 12 | 196 |
Intangible assets | 1 | 11 | – | 8 | 20 |
Capital expenditure | 28 | 164 | 4 | 20 | 216 |
Depreciation | 64 | 25 | 2 | 12 | 103 |
Amortisation | 4 | 2 | – | 40 | 46 |
Impairment losses (notes 5 and 6) | 9 | 38 | 89 | – | 136 |
Total | 77 | 65 | 91 | 52 | 285 |
| Catalyst | ||||||
| PGM Services | Technologies | Hydrogen | ||||
| Clean Air | (restated) | (restated) | Technologies | Corporate | Total | |
| £m | £m | £m | £m | £m | £m | |
Segmental net assets | 1,345 | 144 | 778 | 153 | 373 | 2,793 |
Net debt | (799) | |||||
Post-employment benefit net assets and liabilities | 200 | |||||
Deferred tax net asset | 131 | |||||
Provisions and non-current other payables | (101) | |||||
Investments in associates (note 15) | 71 | |||||
Net assets | 2,295 | |||||
Property, plant and equipment | 33 | 185 | – | 25 | 10 | 253 |
Intangible assets | 5 | 11 | – | 2 | 32 | 50 |
Capital expenditure | 38 | 196 | – | 27 | 42 | 303 |
Depreciation | 67 | 24 | – | 5 | 15 | 111 |
Amortisation | 5 | 2 | – | – | 38 | 45 |
Impairment losses (notes 5 and 6) | 25 | 39 | – | 134 | 18 | 216 |
Total | 97 | 65 | – | 139 | 71 | 372 |
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Notes on the Accounts for the year ended 31
st
March 2026 continued
Sub-business | Primary industry | Principal products and services | Performance obligations | Revenue recognition |
| Clean Air | ||||
Light Duty Catalysts | Automotive | Catalysts for cars and other light duty vehicles | Point in time | On despatch or delivery |
Heavy Duty Catalysts | Automotive | Catalysts for trucks, buses and non-road equipment | Point in time | On despatch or delivery |
| PGM Services | ||||
| Platinum Group | Various | Platinum Group Metal refining and recycling services | Over time | Based on output |
| Metal Services | Platinum Group Metal trading | Point in time | On receipt of payment or metal | |
| being available to customer | ||||
Other precious metal products | Point in time | On despatch or delivery | ||
Platinum Group Metal chemical, industrial products and catalysts | Point in time | On despatch or delivery | ||
| Hydrogen Technologies | ||||
Fuel Cell and Electrolyser Technology | Various | Fuel Cell and Electrolyser catalyst coated membrane | Point in time | On despatch or delivery |
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Notes on the Accounts for the year ended 31
st
March 2026 continued
3 Revenue (continued)
Revenue judgements (continued)
Refining Services (continued)
| Continuing operations | ||||
| PGM | Hydrogen | |||
| Clean Air | Services | Technologies | Total | |
| £m | £m | £m | £m | |
Metal | 1,655 | 8,354 | 9 | 10,018 |
Heavy Duty Catalysts | 729 | – | – | 729 |
Light Duty Catalysts | 1,394 | – | – | 1,394 |
Platinum Group Metal Services | – | 361 | – | 361 |
Fuel Cell and Electrolyser Technology | – | – | 71 | 71 |
Revenue | 3,778 | 8,715 | 80 | 12,573 |
| Continuing operations | |||||
| PGM | |||||
| Services | Hydrogen | ||||
| Clean Air | (restated) | Technologies | Value Businesses | Total | |
| £m | £m | £m | £m | £m | |
Metal | 1,654 | 6,515 | 8 | 14 | 8,191 |
Heavy Duty Catalysts | 790 | – | – | – | 790 |
Light Duty Catalysts | 1,529 | – | – | – | 1,529 |
Platinum Group Metal Services | – | 415 | – | – | 415 |
Fuel Cell and Electrolyser Technology | – | – | 60 | – | 60 |
Battery Systems | – | – | – | 15 | 15 |
Medical Device Components | – | – | – | 21 | 21 |
Other | – | – | – | 1 | 1 |
Revenue | 3,973 | 6,930 | 68 | 51 | 11,022 |
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Notes on the Accounts for the year ended 31
st
March 2026 continued
3 Revenue (continued)
Revenue from external customers by principal products and services (continued)
| Continuing operations | ||||
| PGM | Hydrogen | |||
| Clean Air | Services | Technologies | Total | |
| £m | £m | £m | £m | |
Revenue recognised at a point in time | 3,778 | 8,433 | 80 | 12,291 |
Revenue recognised over time | – | 282 | – | 282 |
Revenue | 3,778 | 8,715 | 80 | 12,573 |
| Continuing operations | |||||
| PGM | |||||
| Services | Hydrogen | ||||
| Clean Air | (restated) | Technologies | Value Businesses | Total | |
| £m | £m | £m | £m | £m | |
Revenue recognised at a point in time | 3,973 | 6,695 | 68 | 49 | 10,785 |
Revenue recognised over time | – | 235 | – | 2 | 237 |
Revenue | 3,973 | 6,930 | 68 | 51 | 11,022 |
Revenue from external customers | Non-current assets | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m* | £m | £m | |
UK | 4,514 | 4,057 | 854 | 1,082 |
Germany | 747 | 850 | 131 | 214 |
Rest of Europe | 1,053 | 1,005 | 186 | 300 |
USA | 2,298 | 1,843 | 274 | 421 |
Rest of North America | 710 | 711 | 97 | 16 |
China (including Hong Kong) | 1,364 | 1,072 | 91 | 103 |
Rest of Asia | 1,638 | 1,232 | 88 | 128 |
Rest of World | 249 | 252 | 4 | 4 |
1,725 | 2,268 | |||
Investments at fair value through other comprehensive income | 36 | 38 | ||
Derivative financial instruments | 2 | 4 | ||
Deferred income tax assets | 43 | 135 | ||
Post-employment benefit net assets | 232 | 238 | ||
Total | 12,573 | 11,022 | 2,038 | 2,683 |
Johnson Matthey Annual Report and Accounts 2026 157Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
3 Revenue (continued)
| 2026 | 2025 | |
| £m | £m* | |
Research and development expenditure charged to operating profit | 140 | 160 |
Less: External funding received from governments | (29) | (31) |
Net research and development expenditure charged to operating profit | 111 | 129 |
Inventories recognised as an expense | 11,35 4 | 9,724 |
Past service cost / (credit) 1 | 7 | (12) |
| Depreciation of: | ||
Property, plant and equipment | 98 | 105 |
Right-of-use assets | 5 | 6 |
Depreciation | 103 | 111 |
| Amortisation of: | ||
Other intangible assets | 46 | 45 |
Amortisation | 46 | 45 |
Profit on disposal of businesses (note 27) | (5) | (482) |
Gain on significant legal proceedings | (8) | – |
| 2026 | 2025 | |
| £m | £m* | |
Impairment losses included in major impairment and restructuring charges | 135 | 216 |
Restructuring charges included in major impairment and restructuring charges | 57 | 111 |
Major impairment and restructuring charges (note 6) | 192 | 327 |
| 2026 | 2025 | |
| £m | £m** | |
| Fees payable to the company’s auditor and its associates for: | ||
The audit of the company accounts | 3.1 | 2.9 |
The audit of the accounts of the company’s subsidiaries | 1.8 | 1.9 |
Total audit fees | 4.9 | 4.8 |
Audit-related assurance services | 0.4 | 0.4 |
Total non-audit fees | 0.4 | 0.4 |
Total fees payable to the company’s auditor and its associates | 5.3 | 5.2 |
5 Impairment losses
Impairment testing
The group and parent company test goodwill annually for impairment or more frequently if
there are indications that goodwill might be impaired. For the purpose of impairment
testing, assets are grouped at the lowest levels for which there are separately identifiable
cash flows, known as cash-generating units (CGUs). The recoverable amounts of the CGUs
are determined using value in use calculations which generally use extrapolated cash flow
projections based on financial budgets and plans covering a three-year period approved by
management. The budgets and plans are based on a number of assumptions, including
market size and share, impact of carbon pricing, expected changes to selling prices, product
profitability, precious metal prices and other direct input costs, based on past experience and
management’s expectations of future changes in the markets using external sources of
information where appropriate. We also considered how climate change will affect the
future cash flows of the CGUs based on internal and external expert guidance.
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Notes on the Accounts for the year ended 31
st
March 2026 continued
5 Impairment losses (continued)
Impairment testing (continued)
In addition, we review the carrying amounts of the group’s and parent company’s non-
financial assets, including property, plant and equipment to determine whether any
indications of impairment exist. Where an indication exits, the recoverable amount of the
asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is
not possible to estimate the recoverable amount of an individual asset, we estimate the
recoverable amount of the CGU to which the asset belongs.
Impairment loss
During the year ended 31
st
March 2026, following our review for impairment triggers, an
impairment loss of £1 million (2025*: £nil) has been recognised in the group income statement
within administrative expenses. Impairment losses of £135 million (2025*: £216 million) have
been recognised by the group in major impairments and restructuring (see note 6).
Hydrogen Technologies
A strategic review of the business was undertaken during Q4 FY26 due to indicators of a
further slow-down in the transition to hydrogen fuel cell and electrolyser technologies due to
ongoing challenges with regulatory frameworks in key markets and delayed global hydrogen
uptake. Management’s latest demand forecasts prepared in 2026, informed by changes in
published industry projections for the broader hydrogen economy, have shown a reduction
of approximately 55% compared to internal demand forecasts prepared in 2025. Uncertainty
in market prospects has increased this year with the ongoing impact of the Big Beautiful Bill
Act decreasing regulatory clarity for hydrogen projects in the US and leading to the exit of
some customers from the market. Furthermore, continued slow implementation of RED III
across the EU has led to delay in the expected uptake of hydrogen technology in this market.
In light of these market and customer changes, management has impaired and written
down a number of assets. Management has written down the carrying value of its inventory
holdings by £36 million to its net realisable value. The remaining carrying amount of the
Hydrogen Technologies CGU comprising directly attributable net assets of £57 million, of
which £55 million relates to property, plant and equipment and intangible assets, was then
tested for impairment as at 31
st
March 2026 under IAS 36. The recoverability of the
remaining carrying amount of the Hydrogen Technologies CGU has then been assessed
against its estimated value in use at the reporting period end date applying the key
assumptions detailed below, with the fair value less costs to sell considered where this is in
excess of the value in use. In the prior year we communicated the possibility of a future
impairment if future market growth was delayed and, following this strategic review,
management has determined an additional impairment of £52 million is required to the CGU
which has been taken against the fixed and intangible assets of the business. No balance of
goodwill is allocated to the Hydrogen Technologies CGU. The residual value after these
impairments primarily remains in working capital within the business.
In estimating value in use, cash flows represent net operating income, less non-cash charges
such as depreciation and amortisation, and ongoing investment in working capital to
support the business. Capital investment is only included to maintain the existing asset base,
including manufacturing assets recently completed that have not yet been brought into use,
and does not include investment for any future capacity expansion. Unallocated corporate
costs are considered in the model based on the CGU’s share of contribution. Cash flows for
the next three years are forecasted based on commercial performance derived from
expected customer demand and operational performance derived from manufacturing
capability in existing plants. Forecasts for years four to ten assume growth in the business
based on a compound annual growth rate that management believes appropriately reflects
the pace of development of the market over that period and improved operational
performance from integrating new manufacturing assets already built. After this period,
growth is estimated to be in line with a long-term growth rate of 3.0%. These are key areas
of management estimate and have been considered in the context of the group’s historical
performance and leading technological position in the market for fuel cells and electrolysers
but also recognising the industry challenges around scale up given the global value chain
remains in an early stage of development.
The estimated recoverable amount of the Hydrogen Technologies CGU is less than its
carrying amount by £52 million using a pre-tax discount rate of 15.5% which is derived from
the group’s post-tax weighted average cost of capital of 8.1% and adjusted for the risks
applicable to the CGU (2025 pre-tax discount rate: 17.1%). Management has assessed the
sensitivity of the long-term growth rate, pre-tax discount rate and operating profit margin
and determined that a 1% change in these assumptions would not have a material impact on
the impairment taken and therefore the carrying amount of the CGU.
Goodwill
Significant CGUs
Goodwill arising on the acquisition of businesses is allocated, at acquisition, to the CGUs that
are expected to benefit from that business combination. These CGUs represent the smallest
identifiable groups of assets that generate cash inflows that are largely independent of the
cash inflows from other groups of assets. During the year the goodwill held in respect of
Catalyst Technologies was classified as assets held for sale, see note 26. Goodwill allocated to
the significant CGUs is as follows:
| 2026 | 2025 | |
| £m | £m | |
| Clean Air | ||
• Heavy Duty Catalysts | 85 | 82 |
Catalyst Technologies | – | 263 |
Other | 1 | 2 |
Total carrying amount at 31 st March (note 13) | 86 | 347 |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26).
Johnson Matthey Annual Report and Accounts 2026 159Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
5 Impairment losses (continued)
Goodwill (continued)
Pre-tax discount rate | Long term growth rate | |||
2026 | 2025 | 2026 | 2025 | |
| Clean Air | ||||
• Heavy Duty Catalysts | 12.0% | 13.4% | -11.5% | -11.5% |
| Headroom | Headroom | ||
| Headroom as | assuming a 1% | assuming a 1% | |
at 31 st March | decrease in the | increase in the | |
| 2026 | growth rate | discount rate | |
| £m | £m | £m | |
| Clean Air | |||
• Heavy Duty Catalysts | 329 | 308 | 299 |
| 2026 | 2025 | |
| £m | £m* | |
Property, plant and equipment | 92 | 177 |
Other intangible assets | 4 | 38 |
Inventories | 39 | 1 |
Impairment losses | 135 | 216 |
Restructuring charges | 57 | 111 |
Total major impairments and restructuring charges | 192 | 327 |
Johnson Matthey Annual Report and Accounts 2026 160Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
7 Employee information
Employee numbers
2026 | 2025 | |
Clean Air | 4,340 | 4,739 |
PGM Services | 1,920 | 1,950 |
Catalyst Technologies | 2,069 | 1,870 |
Hydrogen Technologies | 368 | 432 |
Value Businesses | – | 156 |
Corporate 1 | 1,340 | 1,497 |
Monthly average number of employees | 10,644 |
1. The Corporate segment includes global functions serving our business units including finance, procurement, HR and IT.
| 2026 | 2025 | |
| £m | £m* | |
Wages and salaries | 395 | 441 |
Social security costs | 56 | 60 |
Post-employment costs (note 24) | 51 | 34 |
Share-based payments (note 30) | 12 | 15 |
Termination benefits | 7 | 7 |
Employee benefits expense | 521 | 557 |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26). Although no impact
to the Consolidated Income Statement, the prior year has also been restated to increase wages and salaries by £21 million and social
security costs by £14 million following an error in the prior year disclosure.
| 2026 | 2025 | |
| £m | £m** | |
Net loss on remeasurement of foreign currency swaps held at fair value through profit or loss | (17) | (13) |
Interest payable on financial liabilities held at amortised cost and interest on related swaps | (84) | (72) |
Interest payable on other liabilities 1 | (78) | (53) |
Interest payable on lease liabilities | (2) | (2) |
Interest payable on post-employment benefits | (1) | (1) |
Total finance costs | (182) | (141) |
Net gain on remeasurement of foreign currency swaps held at fair value through profit or loss | 5 | 3 |
Interest receivable on financial assets held at amortised cost | 15 | 17 |
Interest receivable on other assets 1 | 80 | 59 |
Interest receivable on post-employment benefits | 13 | 8 |
Total investment income | 113 | 87 |
Net finance costs | (69) | (54) |
9 Tax expense
| 2026 | 2025 | |
| £m | £m | |
| Current tax | ||
Corporation tax on profit for the year | 48 | 132 |
Adjustment for prior years | 18 | (19) |
Total current tax | 66 | 113 |
| Deferred tax | ||
Origination and reversal of temporary differences | 123 | 5 |
Adjustment for prior years | – | (5) |
Total deferred tax (note 23) | 123 | – |
Tax expense | 189 | 113 |
The tax expense can be reconciled to profit before tax in the income statement as follows:
| 2026 | 2025 | |
| £m | £m | |
Profit before tax from continuing operations | 91 | 403 |
Profit before tax from discontinued operations | 2 | 83 |
Profit before tax | 93 | 486 |
Tax expense at UK corporation tax rate of 25% (2025: 25%) | 23 | 122 |
| Effects of: | ||
Overseas tax rates | (17) | (16) |
Expenses not deductible for tax purposes | 4 | 48 |
Irrecoverable withholding tax | 18 | 16 |
Losses and other temporary differences not recognised | 92 | 5 |
Previously recognised losses and other temporary differences now not recognised | 84 | 31 |
Adjustment for prior years | 18 | (24) |
Patent box/Innovation box | (13) | (12) |
Other tax incentives | (3) | (8) |
Disposal of businesses | 6 | (48) |
Pillar Two top up tax | 7 | 3 |
Other (see below for further details) | (30) | (4) |
Tax expense | 189 | 113 |
Tax expense from continuing operations | 182 | 93 |
Tax expense from discontinued operations | 7 | 20 |
Tax expense | 189 | 113 |
Adjustments for prior years include current tax adjustments primarily in respect of the UK
mainly due to a prior year withholding tax debtor treated as irrecoverable.
Other tax incentives include research and development tax incentives in the US and China.
Johnson Matthey Annual Report and Accounts 2026 161Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
9 Tax expense (continued)
10 (Loss) / earnings per ordinary share
(Loss) / earnings per ordinary share have been calculated by dividing loss or profit for the
year by the weighted average number of shares in issue during the year.
| 2026 | 2025 | |
| pence | pence | |
| (Loss) / earnings per share | ||
Basic | (57.2) | 211.8 |
Diluted | (56.9) | 211.2 |
Basic from continuing operations | (54.1) | 176.0 |
Diluted from continuing operations | (53.9) | 175.5 |
See note 26 for the earnings per ordinary share from discontinued operations. See note 34
for the underlying earnings per ordinary share.
2026 | 2025 | |
| (Loss) / earnings (£ million) | ||
Basic and diluted (loss) / earnings | (96) | 373 |
| Weighted average number of shares in issue | ||
Basic | 168,153,798 | 175,966,787 |
Dilution for long-term incentive plans | 852,839 | 449,667 |
Diluted | 169,006,637 | 176,416,454 |
Presented (loss) / earnings per ordinary share have been calculated using unrounded numbers.
Johnson Matthey Annual Report and Accounts 2026 162Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Land and | Leasehold | Plant and | Assets in the course | ||
| buildings | improvements | machinery | of construction | Total | |
| £m | £m | £m | £m | £m | |
| Cost | |||||
At 1 st April 2024 | 591 | 23 | 2,143 | 515 | 3,272 |
Additions | 1 | 1 | 24 | 294 | 320 |
Transfers from assets in the course of construction | 25 | 1 | 123 | (149) | – |
Transfers to other intangible assets (note 14) | – | – | (3) | (18) | (21) |
Reclassification | – | – | – | 2 | 2 |
Disposals | – | (3) | (21) | – | (24) |
Exchange adjustments | (12) | – | (34) | (1) | (47) |
At 31 st March 2025 | 605 | 22 | 2,232 | 643 | 3,502 |
Additions | – | 5 | 16 | 180 | 201 |
Transfers from assets in the course of construction | 4 | 2 | 118 | (124) | – |
Transferred to assets classified as held for sale (note 26) | (58) | (13) | (469) | (78) | (618) |
Reclassification | (4) | 6 | (5) | (1) | (4) |
Disposals | (1) | (1) | (28) | (7) | (37) |
Exchange adjustments | 2 | (1) | 1 | – | 2 |
At 31 st March 2026 | 548 | 20 | 1,865 | 613 | 3,046 |
| Accumulated depreciation and impairment | |||||
At 1 st April 2024 | 290 | 12 | 1,522 | 12 | 1,836 |
Charge for the year | 15 | 1 | 108 | – | 124 |
Impairment losses (notes 5 and 6) 2 | 25 | – | 54 | 100 | 179 |
Reclassification | – | – | 2 | – | 2 |
Disposals | – | (3) | (21) | – | (24) |
Exchange adjustments | (5) | 1 | (22) | – | (26) |
At 31 st March 2025 | 325 | 11 | 1,643 | 112 | 2,091 |
Charge for the year | 12 | 2 | 89 | – | 103 |
Impairment losses (notes 5 and 6) 1 | 3 | – | 52 | 37 | 92 |
Transfers from assets in the course of construction | – | – | 3 | (3) | – |
Transferred to assets classified as held for sale (note 26) | (30) | (4) | (313) | (1) | (348) |
Reclassification | (2) | 3 | (4) | (1) | (4) |
Disposals | (1) | – | (29) | (6) | (36) |
Exchange adjustments | – | – | 1 | – | 1 |
At 31 st March 2026 | 307 | 12 | 1,442 | 138 | 1,899 |
Carrying amount at 31 st March 2026 | 241 | 8 | 423 | 475 | 1,147 |
Carrying amount at 31 st March 2025 | 280 | 11 | 589 | 531 | 1,411 |
Carrying amount at 1 st April 2024 | 301 | 11 | 621 | 503 | 1,436 |
Johnson Matthey Annual Report and Accounts 2026 163Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Land and | Plant and | ||
| buildings | machinery | Total | |
| £m | £m | £m | |
At 1 st April 2024 | 36 | 4 | 40 |
New leases, remeasurements and modifications | 22 | – | 22 |
Depreciation charge for the year | (9) | (1) | (10) |
Impairment losses | (1) | – | (1) |
Exchange adjustments | 1 | 1 | 2 |
At 31 st March 2025 | 49 | 4 | 53 |
New leases, remeasurements and modifications | 5 | 1 | 6 |
Depreciation charge for the year | (4) | (1) | (5) |
Impairment losses 1 | (1) | – | (1) |
Transferred to assets classified as held for sale (note 26) | (20) | (1) | (21) |
Exchange adjustments | 1 | – | 1 |
At 31 st March 2026 | 30 | 3 | 33 |
| 2026 | 2025 | |
| £m | £m | |
Current | 4 | 6 |
Non-current | 24 | 40 |
Total liabilities | 28 | 46 |
| 2026 | 2025 | |
| £m | £m | |
Interest expense | 2 | 2 |
| 2026 | 2025 | |
| £m | £m* | |
Total cash outflow for leases | 4 | 6 |
| £m | |||
| Cost | |||
At 1 st April 2024 | 426 | ||
Exchange adjustments | (6) | ||
At 31 st March 2025 | 420 | ||
Transferred to assets classified as held for sale (note 26) | (263) | ||
Exchange adjustments | 2 | ||
At 31 st March 2026 | 159 | ||
| Accumulated impairment | |||
At 1 st April 2024, | 31 | st March 2025 and 31 st March 2026 | 73 |
Carrying amount at 31 st March 2026 | 86 | ||
Carrying amount at 31 st March 2025 | 347 | ||
Carrying amount at 1 st April 2024 | 353 |
Johnson Matthey Annual Report and Accounts 2026 164Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Customer | Patents, | Acquired | Assets in the | ||||
| contracts and | Computer | trademarks | research and | Development | course of | ||
| relationships | software | and licences | technology | expenditure | construction | Total | |
| £m | £m | £m | £m | £m | £m* | £m | |
| Cost | |||||||
At 1 st April 2024 | 103 | 536 | 32 | 30 | 134 | – | 835 |
Additions | – | 54 | – | – | 2 | – | 56 |
Disposals | – | (1) | – | – | – | – | (1) |
Transfers from property, plant and equipment (note 11) | – | 21 | – | – | – | – | 21 |
Reclassification | – | (3) | – | – | 3 | – | – |
Exchange adjustments | – | – | (1) | – | – | – | (1) |
At 31 st March 2025 | 103 | 607 | 31 | 30 | 139 | – | 910 |
Additions | – | 5 | – | – | – | 15 | 20 |
Reclassifications (to) / from assets in the course of construction | – | (62) | – | – | 1 | 61 | – |
Transferred to assets classified as held for sale (note 26) | (79) | (45) | (24) | (12) | (5) | – | (165) |
Reclassification | – | (1) | 1 | – | – | – | – |
Disposals | – | (17) | – | – | – | – | (17) |
Exchange adjustments | – | – | – | 1 | – | – | 1 |
At 31 st March 2026 | 24 | 487 | 8 | 19 | 135 | 76 | 749 |
| Accumulated amortisation and impairment | |||||||
At 1 st April 2024 | 91 | 252 | 28 | 30 | 133 | – | 534 |
Charge for the year | 3 | 48 | 1 | – | 1 | – | 53 |
Impairment losses (note 6) | – | 38 | – | – | – | – | 38 |
Disposals | – | (1) | – | – | – | – | (1) |
Exchange adjustments | – | – | (1) | – | (1) | – | (2) |
At 31 st March 2025 | 94 | 337 | 28 | 30 | 133 | – | 622 |
Charge for the year | 1 | 45 | – | – | 1 | – | 47 |
Impairment losses 1 | – | 1 | – | – | – | 3 | 4 |
Reclassifications to assets in the course of construction | – | (16) | – | – | – | 16 | – |
Transferred to assets classified as held for sale (note 26) | (70) | (11) | (23) | (13) | – | – | (117) |
Disposals | – | (14) | – | – | – | – | (14) |
Exchange adjustments | (1) | – | – | 2 | – | – | 1 |
At 31 st March 2026 | 24 | 342 | 5 | 19 | 134 | 19 | 543 |
Carrying amount at 31 st March 2026 | – | 145 | 3 | – | 1 | 57 | 206 |
Carrying amount at 31 st March 2025 | 9 | 270 | 3 | – | 6 | – | 288 |
Carrying amount at 1 st April 2024 | 12 | 284 | 4 | – | 1 | – | 301 |
Johnson Matthey Annual Report and Accounts 2026 165Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| 2026 | 2025 | |
| £m | £m | |
Investments in associates | 70 | 71 |
| Associates | |
| £m | |
At 1 st April 2024 | 71 |
Group’s share of profit for the year | 3 |
Exchange adjustments | (3) |
At 31 st March 2025 | 71 |
Group’s share of loss for the year | (1) |
At 31 st March 2026 | 70 |
| 2026 | 2025 | |
| £m | £m | |
| Summarised balance sheet | ||
Non-current assets | 126 | 100 |
Cash and cash equivalents | 21 | 28 |
Other current assets | 129 | 153 |
Current assets | 150 | 181 |
Current liabilities | (53) | (55) |
Non-current liabilities | (4) | – |
Net assets | 219 | 226 |
| Summarised statement of comprehensive income | ||
Revenue | 211 | 220 |
Depreciation and amortisation | (13) | (11) |
Income tax expense | – | – |
(Loss) / profit for the year and total comprehensive (expense) / income | (4) | 6 |
| 2026 | 2025 | |
| £m | £m | |
Raw materials and consumables | 170 | 244 |
Work in progress | 562 | 501 |
Finished goods and goods for resale | 133 | 266 |
Inventories | 865 | 1,011 |
| 2026 | 2025 | |
| £m | £m | |
| Current | ||
Trade receivables | 866 | 925 |
Contract receivables | 78 | 53 |
Prepayments | 53 | 70 |
Value added tax and other sales tax receivable 1 | 101 | 116 |
Advance payments to customers | 5 | 7 |
| Amounts receivable under precious metal sale and repurchase | ||
agreements 2 | 217 | 282 |
Other receivables | 110 | 79 |
Trade and other receivables | 1,430 | 1,532 |
| Non-current | ||
Value added tax and other sales tax receivable 1 | 82 | – |
Advance payments to customers | 42 | 40 |
Other receivables | 59 | 58 |
Other receivables | 183 | 98 |
Johnson Matthey Annual Report and Accounts 2026 166Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| 2026 | 2025 | |
| £m | £m | |
| Non-current assets | ||
Cross currency and interest rate swaps | 2 | 4 |
Derivative financial instruments | 2 | 4 |
| Current assets | ||
Forward foreign exchange contracts designated as cash flow hedges | 2 | 7 |
Forward precious metal price contracts designated as cash flow hedges | 5 | 31 |
Forward foreign exchange contracts and currency swaps at fair value through profit or loss | 15 | 4 |
Cross currency and interest rate swaps | – | 13 |
Derivative financial instruments | 22 | 55 |
| Current liabilities | ||
Forward foreign exchange contracts designated as cash flow hedges | (4) | (2) |
Forward foreign exchange contracts and currency swaps at fair value through profit or loss | (5) | (11) |
Cross currency and interest rate swaps | – | (1) |
Derivative financial instruments | (9) | (14) |
| Non-current liabilities | ||
Cross currency and interest rate swaps | (13) | (9) |
Derivative financial instruments | (13) | (9) |
| 2026 | 2025 | |
| £m | £m | |
| Current | ||
Trade payables | 658 | 667 |
Contract liabilities | 36 | 105 |
Accruals | 268 | 310 |
Amounts payable under precious metal sale and repurchase agreements 1 | 948 | 669 |
Other payables | 244 | 233 |
Trade and other payables | 2,154 | 1,984 |
| Non-current | ||
Other payables | 7 | 6 |
Trade and other payables | 7 | 6 |
Johnson Matthey Annual Report and Accounts 2026 167Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| 2026 | 2025 | |
| £m | £m | |
| Non-current | ||
| Bank and other loans | ||
3.97% $120 million Bonds 2027 | (91) | (93) |
SONIA + 1.25% UKEF EDG £ Facility 2028 | (249) | (250) |
EURIBOR + 1.20% UKEF EDG € Facility 2028 | (156) | (148) |
3.39% $180 million Bonds 2028 | (136) | (138) |
1.81% €90 million Bonds 2028 | (73) | (68) |
2.77% £35 million Bonds 2029 | (35) | (35) |
3.00% $50 million Bonds 2029 | (38) | (39) |
4.10% $30 million Bonds 2030 | (23) | (23) |
2.92% €25 million Bonds 2030 | (22) | (21) |
5.02% $95 million Bonds 2031 | (72) | (73) |
4.03% €125 million Bonds 2031 | (108) | (104) |
1.90% €225 million Bonds 2032 | (195) | (188) |
5.18% $34 million Bonds 2034 | (26) | (26) |
4.19% €94 million Bonds 2034 | (81) | (78) |
4.32% €20 million Bonds 2036 | (17) | (17) |
Borrowings | (1,322) | (1,301) |
| Current | ||
3.14% $130 million Bonds 2025 | – | (100) |
1.40% €77 million Bonds 2025 | – | (63) |
2.54% £45 million Bonds 2025 | – | (45) |
3.79% $130 million Bonds 2025 | – | (100) |
Other bank loans | (20) | (25) |
Borrowings | (20) | (333) |
Johnson Matthey Annual Report and Accounts 2026 168Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Non-cash movements | |||||||
31 st March | Cash (inflow)/ | Transfers to held | Foreign exchange | Fair value and | 31 st March | ||
| 2025 | outflow | Transfers | for sale | movements | other movements | 2026 | |
| £m | £m | £m | £m | £m | £m | £m | |
| Non-current assets | |||||||
Derivative financial instruments – cross currency and interest rate swaps | 4 | – | – | – | (2) | – | 2 |
| Non-current liabilities | |||||||
Borrowings | (1,301) | – | – | – | (19) | (2) | (1,322) |
Derivative financial instruments – cross currency and interest rate swaps | (9) | – | – | – | – | (4) | (13) |
Lease liabilities | (40) | – | 2 | 18 | – | (4) | (24) |
| Current assets | |||||||
Derivative financial instruments – cross currency and interest rate swaps | 13 | (9) | – | – | (3) | (1) | – |
| Current liabilities | |||||||
Borrowings | (333) | 316 | – | – | (1) | (2) | (20) |
Derivative financial instruments – cross currency and interest rate swaps | (1) | – | – | – | – | 1 | – |
Lease liabilities | (6) | 4 | (2) | 1 | – | (1) | (4) |
Net movements in assets and liabilities arising from financing activities | 311 | – | 19 | (25) | (13) | ||
Dividends paid to equity shareholders | 129 | ||||||
Interest paid | 186 | ||||||
Net cash outflow from financing activities – discontinued operations | 4 | ||||||
Net cash outflow from financing activities | 630 |
Johnson Matthey Annual Report and Accounts 2026 169Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
21 Movements in assets and liabilities arising from financing activities (continued)
| Non-cash movements | |||||||
31 st March | Cash (inflow)/ | Transfers to held | Foreign exchange | Fair value and | 31 st March | ||
| 2024 | outflow | Transfers | for sale | movements | other movements | 2025 | |
| £m | £m | £m | £m | £m | £m | £m | |
| Non-current assets | |||||||
Derivative financial instruments | 15 | – | (14) | – | (1) | 4 | 4 |
| Non-current liabilities | |||||||
Borrowings | (1,339) | (297) | 312 | – | 13 | 10 | (1,301) |
Derivative financial instruments | (10) | – | 1 | – | – | – | (9) |
Lease liabilities | (24) | – | 6 | – | – | (22) | (40) |
| Current assets | |||||||
Derivative financial instruments – cross currency and interest rate swaps | – | – | 13 | – | (2) | 2 | 13 |
| Current liabilities | |||||||
Borrowings | (110) | 84 | (309) | – | 2 | – | (333) |
Derivative financial instruments – cross currency and interest rate swaps | – | – | (3) | – | – | 2 | (1) |
Lease liabilities | (8) | 9 | (6) | – | – | (1) | (6) |
Net movements in assets and liabilities arising from financing activities | (204) | – | – | 12 | (5) | ||
Purchase of treasury shares | 251 | ||||||
Dividends paid to equity shareholders | 138 | ||||||
Interest paid | 148 | ||||||
Net cash outflow from financing activities | 333 |
Johnson Matthey Annual Report and Accounts 2026 170Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Warranty and | ||||
| Restructuring | technology | Other | ||
| provisions | provisions | provisions | Total | |
| £m | £m | £m | £m | |
At 1 st April 2024 | 30 | 8 | 42 | 80 |
Charge for the year | 36 | 1 | 7 | 44 |
Utilised | (24) | (2) | – | (26) |
Released | – | (2) | (1) | (3) |
At 31 st March 2025 | 42 | 5 | 48 | 95 |
Charge for the year | 17 | 2 | 8 | 27 |
Utilised | (17) | – | (2) | (19) |
Released 1 | (11) | (1) | (14) | (26) |
Transferred to liabilities classified as held for sale (note 26) | – | (5) | (4) | (9) |
At 31 st March 2026 | 31 | 1 | 36 | 68 |
| 2026 | 2025 | |
| £m | £m | |
Current | 51 | 69 |
Non-current | 17 | 26 |
Total provisions | 68 | 95 |
Johnson Matthey Annual Report and Accounts 2026 171Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Property, | Post- | Total deferred | ||||||
| plant and | employment | tax assets / | ||||||
| equipment | benefits | Provisions | Inventories | Intangibles | Tax losses | Other | (liabilities) | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 st April 2024 | 37 | (41) | 63 | 27 | (8) | 56 | (8) | 126 |
Credit / (charge) to the income statement | 22 | (12) | (19) | (13) | (4) | 25 | 1 | – |
Reclassification | – | – | (6) | 4 | – | – | 2 | – |
Tax on items taken directly to or transferred from equity | – | (8) | – | – | – | – | 10 | 2 |
Exchange adjustments | 1 | (1) | (1) | – | – | – | 4 | 3 |
At 31 st March 2025 | 60 | (62) | 37 | 18 | (12) | 81 | 9 | 131 |
(Charge) / credit to the income statement (note 9) | (63) | – | – | 2 | (8) | (38) | (16) | (123) |
Transferred to assets classified as held for sale | 5 | (1) | (1) | (1) | 12 | – | (1) | 13 |
Tax on items taken directly to or transferred from equity | – | 3 | – | – | – | – | 10 | 13 |
Exchange adjustments | (1) | (2) | – | – | – | – | (2) | (5) |
At 31 st March 2026 | 1 | (62) | 36 | 19 | (8) | 43 | – | 29 |
| 2026 | 2025 | |
| £m | £m | |
Deferred tax assets | 43 | 135 |
Deferred tax liabilities | (14) | (4) |
Net amount | 29 | 131 |
Johnson Matthey Annual Report and Accounts 2026 172Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
Other trustee or fiduciary arrangements that have similar responsibilities and obligations are
in place for the group’s other funded defined benefit pension plans outside of the UK and US.
Benefits
The UK defined benefit pension plan has two sections – a closed legacy section which provides
final salary and career average pension benefits and an open hybrid arrangement which
provides three levels of membership offering cash balance and defined contribution sections.
The legacy section provides benefits to members in the form of a set level of pension payable
for life based on the member’s length of service and final pensionable salary when service in
this section ceased. The majority of the benefits attract inflation-related increases both
before and after retirement. The final salary element of the legacy section was closed to
future accrual of benefits from 1
st
April 2010 and the career average element of the legacy
section was closed to new entrants on 1
st
October 2012 and closed to future accrual on
31
st
March 2024.
The cash balance section provides benefits to members at the point of retirement in the
form of a cash lump sum. The benefits attract inflation-related increases before retirement
but, following the payment of the retirement lump sum benefit, the plan has no obligation
to pay any further benefits to the member. All new employees join the defined contribution
section but have the opportunity to switch to the cash balance section of the plan within
60 days of joining the Company. All employees can then elect to switch sections in the
annual benefits election window.
The group operates two defined benefit pension plans in the US. The hourly pension plan is
for unionised employees and provides a fixed retirement benefit for life based upon years of
service. The salaried pension plan provides retirement benefits for life based on the
member’s length of service and final pensionable salary (averaged over the last five years).
The salaried plan benefits attract inflation-related increases before leaving but are non-
increasing thereafter. On retirement, members in either plan have the option to take the
cash value of their benefit instead of a lifetime annuity in which case the plan has no
obligation to pay any further benefits to the member.
The US salaried pension plan was closed to new entrants on 1
st
September 2013, and the US
hourly pension plan was closed to new entrants on 1
st
January 2019. The hourly pension plan
remains open to future accrual for existing members but the salaried pension plan was
closed to future accrual from 1
st
July 2023 with plan participants transferring to a defined
contribution plan. The US salaried pension plan was terminated on 30
th
June 2025, see below
for further information. All new US employees now join a defined contribution plan.
Effective 30
th
June 2024, the group closed to accrual the US Salaried defined benefit pension
scheme. As part of the plan closure, participants who had not yet commenced their pensions
were given the opportunity during a special election window to elect among an immediate
lump sum payment, an immediate annuity or a deferred commencement date. During the
year, participants who elected an immediate lump sum received their payments in May 2025.
Approximately £58 million in lump sum payments were made compared to an underlying
liability of £53 million being held for these benefits. This resulted in a settlement charge
recognised within major impairment and restructuring charges of £5 million (see note 6).
Johnson Matthey Annual Report and Accounts 2026 173Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
Background (continued)
Benefits (continued)
Effective 4
th
June 2025, the group completed a buy-out of the scheme benefits for all
remaining plan participants (this includes all retirees as well as those participants who did
not make an immediate lump sum election as part of the special election window) by
transferring the scheme’s liabilities and associated assets to American National Insurance
Company (“ANICO”). This transaction was executed to fully discharge the company’s
obligations under the scheme. Plan assets of £98 million (which includes a final cash
contribution of £4 million made to the pension scheme to facilitate the buy-out) and
underlying liabilities of £96 million were transferred to ANICO. A settlement charge of
£2 million has been recognised as a result of the buy-out within major impairment and
restructuring charges (see note 6).
Other post-employment benefits
The group’s principal post-employment medical plans are in the UK and US and are
unfunded arrangements that have been closed to new entrants for over ten years.
Maturity profile
The estimated weighted average durations of the defined benefit obligations of the main
plans as at 31
st
March 2026 are:
| Weighted | |
| average | |
| duration | |
| Years | |
| Pensions: | |
UK | 13 |
US | 7 |
| Post-retirement medical benefits: | |
UK | 8 |
US | 8 |
Funding
Introduction
The group’s principal defined benefit retirement plans are funded through separate fiduciary
or trustee administered funds that are independent of the sponsoring company. The
contributions paid to these arrangements are jointly agreed by the sponsoring company and
the relevant trustee or fiduciary body after each funding valuation and in consultation with
independent qualified actuaries. The plans’ assets, together with the agreed funding
contributions, should be sufficient to meet the plans’ future pension obligations.
UK valuations
UK legislation requires that pension plans are funded prudently and that, when undertaking
a funding valuation (every three years), assets are taken at their market value and liabilities
are determined based on a set of prudent assumptions set by the trustee following
consultation with their appointed actuary. The assumptions used for funding valuations may,
therefore, differ to the actuarial assumptions used for IAS 19, Employee Benefits,
accounting purposes.
In January 2013, a special purpose vehicle (SPV), Johnson Matthey (Scotland) Limited
Partnership, was set up to provide deficit reduction contributions and greater security to the
trustee. The group invested £50 million in a bond portfolio which is beneficially held by the
SPV. The income generated by the SPV is used to make annual distributions of £3.5 million to
JMEPS for a period of up to 25 years. These annual distributions are only payable if the legacy
section of JMEPS continues to be in deficit, on a funding basis. Due to the current funding
level, the annual distribution of £3.5 million was not paid into the Scheme in December
2025. This bond portfolio is held as a non-current investment at fair value through other
comprehensive income and the group’s liability to pay the income to the plan is not a plan
asset under IAS 19 although it is for actuarial funding valuation purposes. The SPV is exempt
from the requirement to prepare audited annual accounts as it is included on a consolidated
basis in these accounts.
A funding valuation of JMEPS was carried out as at 1
st
April 2024 and showed that there was
a deficit of £9 million in the legacy section of the plan, or a surplus of £19 million after taking
account of the future additional deficit contributions from the SPV. The UK offers a Cash
Balance scheme which provides a lump sum at retirement.
The 1
st
April 2024 valuation showed a surplus in the cash balance section of the plan of
£37 million. The actuary estimated that the scheme was in surplus by £53 million as at
31
st
March 2025 with a funding level of 135%.
In accordance with the governing documentation of JMEPS, any future plan surplus would be
returned to the parent company by way of a refund assuming gradual settlement of the
liabilities over the lifetime of the plan. As such, there are no adjustments required in respect
of IFRIC 14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interaction.
US valuations
The last annual review of the US defined benefit pension plans was carried out by a qualified
actuary as at 1
st
July 2023 and showed that there was a surplus of $18 million on the
projected funding basis.
The assumptions used for funding valuations may differ to the actuarial assumptions used for
IAS 19 accounting purposes.
Other valuations
Similar funding valuations are undertaken on the group’s other defined benefit pension plans
outside of the UK and US in accordance with prevailing local legislation.
Johnson Matthey Annual Report and Accounts 2026 174Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
Risk management
The group is exposed to a number of risks relating to its post-retirement pension plans, the most significant of which are:
Risk | Mitigation |
| Market (investment) risk | The group’s various defined benefit pension schemes hold diversified investment portfolios, covering a range of asset classes and |
| Asset returns may not move in line with the liabilities | including exposure to different global markets. This helps ensure that no single security within the various portfolios dominates |
| and may be subject to volatility. | the return profile for the schemes. |
| In recent years the Trustee of the UK scheme has sought to consolidate the strong funding positions of the scheme, by de-risking | |
| the investment portfolio. This has typically involved reducing allocations to riskier ‘growth’ assets (such as investment in the stock | |
| market or in lower credit quality bond assets) and increasing the allocation to ‘matching’ assets. These ‘matching’ assets consist of | |
| high quality bonds (including government bonds) where their value is expected to closely match the value of the scheme’s | |
| liabilities – see further information below. This de-risking has helped reduce the volatility of the funding positions. | |
| Interest (discount) rate risk | The group’s various defined benefit pension schemes hold a high proportion of their assets in government bonds and high quality |
| Liabilities are sensitive to movements in bond yields | corporate bonds, which provide a natural hedge against interest rates. |
| (interest rates), with lower interest rates leading to an | In the UK, this interest rate hedge is achieved by holding UK government bonds (gilts) – including on a leveraged basis using gilt |
| increase in the valuation of liabilities, albeit the impact | repurchase agreements (repo) – such that the schemes are 100% hedged versus their respective ongoing funding basis. This |
| on the plan’s funding level will be partially offset by an | hedging strategy is known as Liability Driven Investing (LDI) and the use of index-linked gilts within the portfolios also enables |
| increase in the value of its bond holdings. | inflation risks to be hedged. Gilt repo positions are held across a number of large investment banks, and are collateralised daily, |
| to help reduce counterparty risk. | |
| Inflation risk | Where plan benefits provide inflation-related increases, the plan holds some inflation-linked assets which provide a natural |
| Liabilities are sensitive to movements in inflation, with | hedge against higher than expected inflation increases. |
| higher inflation leading to an increase in the valuation | In the UK, this inflation hedge is extended by the use of inflation swaps, such that the plan is 100% hedged on the plan’s funding |
| of liabilities. | basis. The swaps are held with several banks to reduce counterparty risk. |
| Longevity risk | The group has closed most of its defined benefit pension plans to new entrants, replacing them with either a cash balance plan |
| The majority of the group’s defined benefit plans | or defined contribution plans, both of which are unaffected by life expectancy. |
| provide benefits for the life of the member, so the | For the plans where a benefit for life continues to be payable, prudent mortality assumptions are used that appropriately allow |
liabilities are sensitive to life expectancy, with increases in life expectancy leading to an increase in the valuation of liabilities. | for a future improvement in life expectancy. These assumptions are reviewed on a regular basis. |
| Liquidity risk | The group’s defined benefit plans hold sufficient liquid assets to meet its cashflow obligations and the collateral requirements of |
| The pension plan may have insufficient access to cash | its inflation and interest rate hedging. This reduces the risk of being a forced seller of less-liquid assets. The UK pension plan also |
to meet its short-term cash and collateral obligations, such that adverse scenarios could force the sale of a less-liquid assets at depressed prices. | has a loan facility in place with the Company which it can access at short notice in the event of liquidity issues. |
Contributions
During the year, total contributions to the group’s post-employment defined benefit plans were £22 million (2025: £53 million). The prior year included a one-off £25 million contribution.
It is estimated that the group will contribute approximately £14 million to the post-employment defined benefit plans during the year ending 31
st
March 2027.
Johnson Matthey Annual Report and Accounts 2026 175Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
2026 | 2025 | |||||
| UK plan | US plans | Other plans | UK plan | US plans | Other plans | |
| % | % | % | % | % | % | |
First year’s rate of increase in salaries | – | – | 2.29 | – | – | 2.29 |
Ultimate rate of increase in salaries | – | – | 2.29 | – | – | 2.29 |
Rate of increase in pensions in payment | 3.00 | – | 2.00 | 2.90 | – | 2.00 |
Discount rate | 6.20 | 5.50 | 4.21 | 5.90 | 5.40 | 3.73 |
Inflation | – | 2.20 | 2.00 | – | 2.20 | 2.00 |
• UK Retail Prices Index (RPI) | 3.20 | – | – | 3.00 | – | – |
• UK Consumer Prices Index (CPI) | 3.00 | – | – | 2.75 | – | – |
Current medical benefits cost trend rate | 6.50 | – | – | 6.50 | – | – |
Ultimate medical benefits cost trend rate | 6.50 | – | – | 6.50 | – | – |
Currently age 65 | Age 65 in 25 years | |||
UK plan | US plans | UK plan | US plans | |
Male | 87 | 86 | 89 | 88 |
Female | 89 | 88 | 92 | 90 |
Johnson Matthey Annual Report and Accounts 2026 176Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
| UK | US | ||||||
| UK pension | UK pension – cash | post- retirement | post- retirement | ||||
| – legacy section | balance section | medical benefits | US pensions | medical benefits | Other | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
At 31 st March 2024 | 1,384 | 189 | – | 221 | – | 6 | 1,800 |
Administrative expenses | (2) | (1) | – | (2) | – | – | (5) |
Interest income | 67 | 10 | – | 11 | – | – | 88 |
Return on plan assets excluding interest | (134) | (16) | – | (4) | – | – | (154) |
Employee contributions | – | 8 | – | – | – | – | 8 |
Company contributions | 28 | 21 | 1 | 2 | – | 1 | 53 |
Benefits paid | (58) | (5) | (1) | (27) | – | (1) | (92) |
Exchange adjustments | – | – | – | (6) | – | (1) | (7) |
At 31 st March 2025 | 1,285 | 206 | – | 195 | – | 5 | 1,691 |
Administrative expenses | (2) | (1) | – | (1) | – | – | (4) |
Interest income | 74 | 13 | – | 3 | – | – | 90 |
Return on plan assets excluding interest | (32) | (5) | – | (3) | – | – | (40) |
Employee contributions | – | 7 | – | – | – | – | 7 |
Company contributions | – | 13 | 1 | 6 | 1 | 1 | 22 |
Benefits paid | (59) | (4) | (1) | (166) | (1) | – | (231) |
Exchange adjustments | – | – | – | (6) | – | – | (6) |
At 31 st March 2026 | 1,266 | 229 | – | 28 | – | 6 | 1,529 |
2026 | 2025 | |||||||
| UK | UK | UK | UK | |||||
| pension – | pension – | pension – | pension – | |||||
| legacy | cash balance | US | legacy | cash balance | US | |||
| section | section | pensions | Other | section | section | pensions | Other | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
Quoted corporate bonds | 333 | 81 | 21 | 4 | 327 | 73 | 71 | 4 |
Inflation and interest rate swaps | (12) | 1 | – | – | (1) | 2 | – | – |
Quoted government bonds | 592 | 89 | 6 | – | 354 | 40 | 50 | – |
Cash and cash equivalents | 31 | 16 | 1 | 1 | 244 | 56 | 74 | 1 |
Quoted equity | – | 22 | – | – | – | 19 | – | – |
Unquoted equity | 45 | – | – | – | 53 | – | – | – |
Property | 56 | – | – | – | 56 | – | – | – |
Insurance policies | – | – | – | – | – | – | – | – |
Other | 221 | 20 | – | 1 | 252 | 16 | – | – |
Plan assets | 1,266 | 229 | 28 | 6 | 1,285 | 206 | 195 | 5 |
Johnson Matthey Annual Report and Accounts 2026 177Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
Financial information (continued)
| UK | US | ||||||
| UK pension | UK pension – cash | post- retirement | post- retirement | ||||
| – legacy section | balance section | medical benefits | US pensions | medical benefits | Other | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
At 1 st April 2024 | (1,269) | (154) | (6) | (219) | (10) | (26) | (1,684) |
Current service cost | – | (17) | – | (2) | – | (1) | (20) |
Past service credit | 14 | – | – | – | – | – | 14 |
Interest cost | (61) | (9) | (1) | (10) | – | (1) | (82) |
Employee contributions | – | (8) | – | – | – | – | (8) |
| Remeasurements due to changes in: | |||||||
Financial assumptions | 158 | 30 | – | 4 | (1) | 4 | 195 |
Demographic assumptions | (1) | – | – | – | – | – | (1) |
Experience adjustments | (9) | 5 | – | – | 1 | – | (3) |
Benefits paid | 58 | 5 | 1 | 27 | – | 1 | 92 |
Exchange adjustments | – | – | – | 6 | 1 | 2 | 9 |
At 31 st March 2025 | (1,110) | (148) | (6) | (194) | (9) | (21) | (1,488) |
Current service cost | – | (10) | – | (1) | – | – | (11) |
Past service cost 1 | – | – | – | (7) | – | – | (7) |
Interest cost | (63) | (10) | (1) | (3) | – | (1) | (78) |
Employee contributions | – | (7) | – | – | – | – | (7) |
| Remeasurements due to changes in: | |||||||
Financial assumptions | 26 | 3 | – | 2 | – | – | 31 |
Demographic assumptions | (3) | – | – | – | – | – | (3) |
Experience adjustments | (4) | (1) | – | 1 | – | – | (4) |
Benefits paid | 59 | 4 | 1 | 166 | 1 | – | 231 |
Transferred to liabilities classified held for sale | – | – | – | – | – | 6 | 6 |
Exchange adjustments | – | – | – | 6 | – | (1) | 5 |
At 31 st March 2026 | (1,095) | (169) | (6) | (30) | (8) | (17) | (1,325) |
Johnson Matthey Annual Report and Accounts 2026 178Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
Financial information (continued)
| UK | US | ||||||
| UK pension | UK pension – cash | post- retirement | post- retirement | ||||
| – legacy section | balance section | medical benefits | US pensions | medical benefits | Other | Total | |
| £m | £m | £m | £m | £m | £m | £m | |
At 31 st March 2026 | |||||||
Defined benefit obligation | (1,095) | (169) | (6) | (30) | (8) | (17) | (1,325) |
Fair value of plan assets | 1,266 | 229 | – | 28 | – | 6 | 1,529 |
Net post-employment benefit assets and liabilities | 171 | 60 | (6) | (2) | (8) | (11) | 204 |
At 31 st March 2025 | |||||||
Defined benefit obligation | (1,110) | (148) | (6) | (194) | (9) | (21) | (1,488) |
Fair value of plan assets | 1,285 | 206 | – | 195 | – | 5 | 1,691 |
Net post-employment benefit assets and liabilities | 175 | 58 | (6) | 1 | (9) | (16) | 203 |
2026 | 2025 | |||||
| Post- employment | Employee benefit | Post- employment | Employee benefit | |||
| benefit net assets | net obligations | Total | benefit net assets | net obligations | Total | |
| £m | £m | £m | £m | £m | £m | |
UK pension – legacy section | 171 | – | 171 | 175 | – | 175 |
UK pension – cash balance section | 60 | – | 60 | 58 | – | 58 |
UK post-retirement medical benefits | – | (6) | (6) | – | (6) | (6) |
US pensions | – | (2) | (2) | 4 | (3) | 1 |
US post-retirement medical benefits | – | (8) | (8) | – | (9) | (9) |
Other | 1 | (12) | (11) | 1 | (17) | (16) |
Total post-employment plans | 232 | (28) | 204 | 238 | (35) | 203 |
Other long-term employee benefits | (2) | (3) | ||||
Total long-term employee benefit obligations | (30) | (38) |
Johnson Matthey Annual Report and Accounts 2026 179Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
24 Post-employment benefits (continued)
Financial information (continued)
| 2026 | 2025 | |
| £m | £m* | |
Administrative expenses | (3) | (4) |
Current service cost | (10) | (17) |
Past service (cost) / credit | (7) | 12 |
Defined benefit post-employment costs charged to operating profit | (20) | (9) |
Defined contribution plans’ expense | (31) | (25) |
Charge to operating profit | (51) | (34) |
Interest on post-employment benefits charged to finance costs | (1) | (1) |
Interest on post-employment benefits charged to investment income | 13 | 8 |
Charge to profit before tax | (39) | (27) |
| 2026 | 2025 | |
| £m | £m* | |
Return on plan assets excluding interest | (40) | (154) |
| Remeasurements due to changes in: | ||
Financial assumptions | 31 | 193 |
Demographic assumptions | (3) | (1) |
Experience adjustments | (4) | (3) |
| Remeasurements of post-employment benefit assets | ||
and liabilities | (16) | 35 |
0.1% increase | 0.1% decrease | |||
| UK plan | US plans | UK plan | US plans | |
| £m | £m | £m | £m | |
Effect of discount rate | 16 | – | (16) | – |
Effect of inflation | (15) | – | 14 | – |
Johnson Matthey Annual Report and Accounts 2026 180Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
25 Share capital and other reserves
Number | £m | |
| Issued and fully paid ordinary shares | ||
At 1 st April 2024 | 193,589,845 | 215 |
Share buyback | (16,302,747) | (18) |
At 31 st March 2025 and 31 st March 2026 | 177,287,098 | 197 |
| 2026 | 2025 | |
| £m | £m | |
2023/24 final ordinary dividend paid – 55.00 pence per share | – | 101 |
2024/25 interim ordinary dividend paid – 22.00 pence per share | – | 37 |
2024/25 final ordinary dividend paid – 55.00 pence per share | 92 | – |
2025/26 interim ordinary dividend paid – 22.00 pence per share | 37 | – |
Total dividends | 129 | 138 |
Johnson Matthey Annual Report and Accounts 2026 181Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
25 Share capital and other reserves (continued)
Other Reserves (continued)
| Hedging reserve | |||||||
| Foreign | Fair value | ||||||
| Capital | currency | through other | Forward | Cross | Forward | Total | |
| redemption | translation | comprehensive | currency | currency | metal | other | |
| reserve | reserve | income reserve | contracts | contracts | contracts | reserves | |
| £m | £m | £m | £m | £m | £m | £m | |
At 1 st April 2024 | 13 | (15) | (19) | (4) | (1) | 62 | 36 |
Cash flow hedges – gains / (losses) taken to equity | – | – | – | 3 | 1 | (2) | 2 |
Cash flow hedges – transferred to revenue (income statement) | – | – | – | (2) | – | (41) | (43) |
Cash flow hedges – transferred to disposal of subsidiaries (income statement) | – | – | – | 1 | – | – | 1 |
Cash flow hedges – transferred to foreign exchange (income statement) | – | – | – | – | 2 | – | 2 |
Cash flow hedges – transferred to inventory (balance sheet) | – | – | – | – | – | – | – |
Fair value gains on net investment hedges taken to equity | – | 7 | – | – | – | – | 7 |
Fair value losses on investments at fair value through other comprehensive income | – | – | (2) | – | – | – | (2) |
Exchange differences on translation of foreign operations taken to equity | – | (82) | – | – | – | – | (82) |
Cancelled ordinary shares from share buyback | 18 | – | – | – | – | – | 18 |
Tax on above items taken directly to or transferred from equity | – | – | – | – | – | 10 | 10 |
At 31 st March 2025 | 31 | (90) | (21) | (2) | 2 | 29 | (51) |
Cash flow hedges – gains / (losses) taken to equity | – | – | – | 4 | (5) | (3) | (4) |
Cash flow hedges – transferred to revenue (income statement) | – | – | – | (10) | – | (23) | (33) |
Cash flow hedges – transferred to foreign exchange | – | – | – | – | 5 | – | 5 |
Fair value losses on net investment hedges taken to equity | – | (15) | – | – | – | – | (15) |
Exchange differences on translation of foreign operation taken to equity | – | (10) | – | – | – | – | (10) |
Tax on above items taken directly to or transferred from equity | – | – | – | 2 | – | 6 | 8 |
At 31 st March 2026 | 31 | (115) | (21) | (6) | 2 | 9 | (100) |
Johnson Matthey Annual Report and Accounts 2026 182Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
25 Share capital and other reserves (continued)
| 2026 | 2025 | |
| £m | £m | |
Revenue | 547 | 652 |
Expenses 1 | (545) | (569) |
Profit before tax from discontinued operations | 2 | 83 |
Tax expense | (7) | (20) |
(Loss) / profit from discontinued operations | (5) | 63 |
Remeasurements of post-employment benefit assets and liabilities | (1) | 2 |
Amounts (charged) / credited to hedging reserve | (4) | 3 |
Exchange differences on translation of discontinued operations | (6) | (8) |
Tax on above items | 1 | (1) |
Other comprehensive expense from discontinued operations | (10) | (4) |
| Total comprehensive (expense) / income from discontinued | ||
operations | (15) | 59 |
Net cash (outflow) / inflow from operating activities | (30) | 51 |
Net cash outflow from investing activities | (54) | (71) |
Net cash outflow from financing activities | (4) | (3) |
Net decrease in cash generated by the discontinued operations | (88) | (23) |
pence | pence | |
| (Loss) / earnings per ordinary share from discontinued operations | ||
Basic (loss) / earnings per ordinary share from discontinued operations | (3.0) | 35.8 |
Diluted (loss) / earnings per ordinary share from discontinued | (3.0) | 35.7 |
Johnson Matthey Annual Report and Accounts 2026 183Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
26 Discontinued operations and assets and liabilities classified as
held for sale (continued)
| Catalyst | |
| Technologies | |
| £m | |
| Non-current assets | |
Property, plant and equipment | 317 |
Right-of-use-assets | 21 |
Goodwill | 263 |
Other intangible assets | 48 |
Other receivables | 1 |
Deferred tax assets | 1 |
| Current assets | |
Inventories | 218 |
Taxation recoverable | 5 |
Trade and other receivables | 166 |
Cash and cash equivalents | 28 |
Assets classified as held for sale | 1,068 |
| Current liabilities | |
Trade and other payables | (178) |
Lease liabilities | (1) |
Taxation liabilities | (3) |
Provisions | (4) |
| Non-current liabilities | |
Lease liabilities | (18) |
Deferred tax liabilities | (14) |
Employee benefit obligations | (6) |
Provisions | (5) |
Trade and other payables | (1) |
Liabilities classified as held for sale | (230) |
Net assets of disposal group | 838 |
27 Disposals
During the year, the group recognised a £5 million profit on disposal driven by the completion
of certain prior period disposal activities. This includes the release of a £10 million accrual
relating to the sale of the Health business.
During the prior year, the group completed the sale of its Battery Systems business on
30
th
April 2024, its Medical Device Components business on 1
st
July 2024, and the sale of the
land and buildings from our legacy Battery Materials business in Poland on 24
th
July 2024.
| 2025 | |
| £m | |
| Proceeds | |
Cash consideration | 597 |
Cash and cash equivalents disposed | (10) |
Net cash consideration | 587 |
Disposal costs paid | (18) |
Net cash inflow | 569 |
| Assets and liabilities disposed | |
| Non-current assets | |
Property, plant and equipment | 49 |
Right-of-use assets | 4 |
Goodwill | 3 |
| Current assets | |
Inventories | 30 |
Trade and other receivables | 38 |
Cash and cash equivalents | 10 |
Deferred tax assets | 3 |
| Current liabilities | |
Trade and other payables | (26) |
Current income tax liabilities | (2) |
Lease liabilities | (4) |
| Non-current liabilities | |
Lease liabilities | (1) |
Provisions | (2) |
Net assets disposed | 102 |
| 2025 | |
| £m | |
Cash consideration | 597 |
Deferred consideration | 7 |
Less: carrying amount of net assets sold | (102) |
Less: disposal costs | (22) |
Cumulative currency translation gain recycled from other comprehensive income | 2 |
Profit recognised in the income statement | 482 |
The prior year comparative includes £491 million profit on disposal for Medical Device
Components and other disposal related costs of £9 million.
Johnson Matthey Annual Report and Accounts 2026 184Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
27 Disposals (continued)
Disposal proceeds
During the year, the group received £2 million of proceeds relating to the Diagnostic Services
disposal and £6 million of proceeds relating to the Battery System disposal. This was
recognised within profit on disposal of businesses in the prior year.
Johnson Matthey Annual Report and Accounts 2026 185Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
28 Financial risk management (continued)
Credit Risk (continued)
| Contract | |||||||
receivables | Trade receivables | ||||||
| < 30 days | 30-90 days | >90 days | |||||
At 31 st March 2026 | Total | Impaired | Not past due | overdue | overdue | overdue | Total |
Expected credit loss rate (%) | 1% | 100% | 1% | 2% | 3% | 7% | |
Gross carrying value (£ million) | 79 | 17 | 757 | 43 | 20 | 55 | 892 |
Expected credit losses (£ million) | (1) | (17) | (4) | (1) | (1) | (3) | (26) |
Net carrying value (£ million) | 78 | 866 |
| Contract | |||||||
receivables | Trade receivables | ||||||
| < 30 days | 30-90 days | >90 days | |||||
At 31 st March 2025 | Total | Impaired | Not past due | overdue | overdue | overdue | Total |
Expected credit loss rate (%) | 1% | 100% | 1% | 2% | 3% | 8% | |
Gross carrying value (£ million) | 54 | 20 | 785 | 63 | 42 | 44 | 954 |
Expected credit losses (£ million) | (1) | (20) | (4) | (1) | (1) | (3) | (29) |
Net carrying value (£ million) | 53 | 925 |
| 2026 | 2025 | |
| £m | £m | |
At beginning of year | 30 | 29 |
Charge for year | 13 | 4 |
Utilised | 1 | – |
Released | (4) | (3) |
Transferred to assets classified as held for sale | (13) | – |
At end of year | 27 | 30 |
5% depreciation 1 | 5% appreciation 1 | |||
| 2026 | 2025 | 2026 | 2025 | |
| £m | £m | £m | £m | |
Cash flow hedges | – | (8) | 1 | 7 |
Net investment hedges | 53 | 15 | (53) | (13) |
Johnson Matthey Annual Report and Accounts 2026 186Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
28 Financial risk management (continued)
Foreign currency risk (continued)
| US dollar and | Cross currency | |||
euro loans 1 | swap 2 | FX Forwards | Total | |
| £m | £m | £m | £m | |
Carrying value of hedging instruments at 31 st March 2026 | (807) | (9) | (3) | (819) |
| Change in carrying value of hedging | ||||
instruments recognised in equity during the year | (7) | (5) | (3) | (15) |
| Change in fair value of hedged items | ||||
| during the year used to determine | ||||
hedge effectiveness | 7 | 5 | 3 | 15 |
| US dollar and | Cross currency | |||
euro loans 1 | swap 2 | FX Forwards | Total | |
| £m | £m | £m | £m | |
Carrying value of hedging instruments at 31 st March 2025 | (549) | (3) | – | (552) |
| Change in carrying value of hedging | ||||
instruments recognised in equity during the year | 5 | – | 2 | 7 |
| Change in fair value of hedged items | ||||
| during the year used to determine | ||||
hedge effectiveness | (5) | – | (2) | (7) |
| Sterling/US | Sterling/ | ||||
| dollar | euro | Other | Total | ||
| £m | £m | £m | £m | ||
| Carrying value of hedging instruments | • assets | – | 1 | 1 | 2 |
at 31 st March 2026 | • liabilities | (3) | – | (1) | (4) |
| Change in carrying value of hedging | |||||
instruments recognised in equity during the year | (6) | – | – | (6) | |
| Change in fair value of hedged items | |||||
| during the year used to determine | |||||
hedge effectiveness | 6 | – | – | 6 | |
Notional amount 3 | 90 | 58 | 25 | – |
| Sterling/ | Sterling/ | ||||
| US dollar | euro | Other | Total | ||
| £m | £m | £m | £m | ||
| Carrying value of hedging instruments | • assets | 5 | – | 2 | 7 |
at 31 st March 2025 | • liabilities | (1) | – | (1) | (2) |
| Change in carrying value of hedging | |||||
instruments recognised in equity during the year | 4 | (1) | (1) | 2 | |
| Change in fair value of hedged items | |||||
| during the year used to determine | |||||
hedge effectiveness | (4) | 1 | 1 | (2) | |
Notional amount 3 | 152 | 58 | 22 | – |
Johnson Matthey Annual Report and Accounts 2026 187Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
28 Financial risk management (continued)
Foreign currency risk (continued)
| Cross currency swap | ||
| 2026 | 2025 | |
| £m | £m | |
Carrying value of hedging instruments at 31 st March 1 | 2 | 16 |
Change in carrying value of hedging instruments recognised in equity during the year | (5) | 1 |
Change in fair value of hedged items during the year used to determine hedge effectiveness | 5 | (1) |
| 2026 | 2025 | |
| £m | £m | |
Carrying value of hedging instruments at 31 st March 2 | (5) | (5) |
Amortised cost | (78) | (140) |
Fair value adjustment | 5 | 9 |
Carrying value of hedged items at 31 st March 2 | (73) | (131) |
| Change in carrying value of hedging instruments recognised in profit | ||
or loss during the year | – | 5 |
Change in fair value of hedged items during the year used to determine hedge effectiveness | (4) | 1 |
Johnson Matthey Annual Report and Accounts 2026 188Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
28 Financial risk management (continued)
| 2026 | 2025 | |
| £m | £m | |
Expiring in more than one year | 1,000 | 1,000 |
Undrawn committed bank facilities | 1,000 | 1,000 |
| Within 1 year | 1 to 2 years | 2 to 5 years | After 5 years | Total | |
At 31 st March 2026 | £m | £m | £m | £m | £m |
Bank overdrafts | 35 | – | – | – | 35 |
Bank and other loans – principal | 20 | 497 | 332 | 501 | 1,350 |
Bank and other loans – interest payments | 50 | 45 | 59 | 34 | 188 |
Lease liabilities – principal | 6 | 5 | 11 | 15 | 37 |
Lease liabilities – principal – classified as held for sale | 2 | 2 | 6 | 16 | 26 |
Financial liabilities in trade and other payables | 2,118 | 7 | – | – | 2,125 |
Financial liabilities in trade and other payables classified as held for sale | 125 | 1 | – | – | 126 |
Total non-derivative financial liabilities | 2,356 | 557 | 408 | 566 | 3,887 |
Forward foreign exchange contracts – payments | 535 | – | – | – | 535 |
Forward foreign exchange contracts – receipts | (540) | – | – | – | (540) |
Currency swaps – payments | 1,770 | – | – | – | 1,770 |
Currency swaps – receipts | (1,777) | – | – | – | (1,777) |
Cross currency interest rate swaps – payments | 10 | 10 | 69 | 213 | 302 |
Cross currency interest rate swaps – receipts | (11) | (11) | (70) | (211) | (303) |
Interest rate swaps – payments | 3 | 3 | 80 | – | 86 |
Interest rate swaps – receipts | (1) | (1) | (79) | – | (81) |
Total derivative financial liabilities | (11) | 1 | – | 2 | (8) |
Johnson Matthey Annual Report and Accounts 2026 189Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
28 Financial risk management (continued)
Liquidity risk (continued)
| Within 1 year | 1 to 2 years | 2 to 5 years | After 5 years | Total | |
At 31 st March 2025 | £m | £m | £m | £m | £m |
Bank overdrafts | 24 | – | – | – | 24 |
Bank and other loans – principal | 333 | – | 781 | 532 | 1,646 |
Bank and other loans – interest payments | 52 | 50 | 88 | 50 | 240 |
Lease liabilities – principal | 8 | 9 | 17 | 23 | 57 |
Financial liabilities in trade and other payables | 1,879 | 6 | – | – | 1,885 |
Total non-derivative financial liabilities | 2,296 | 65 | 886 | 605 | 3,852 |
Forward foreign exchange contracts – payments | 155 | – | – | – | 155 |
Forward foreign exchange contracts – receipts | (152) | – | – | – | (152) |
Currency swaps – payments | 971 | – | – | – | 971 |
Currency swaps – receipts | (959) | – | – | – | (959) |
Cross currency interest rate swaps – payments | 140 | 10 | 67 | 218 | 435 |
Cross currency interest rate swaps – receipts | (155) | (11) | (72) | (223) | (461) |
Interest rate swaps – payments | 69 | 3 | 80 | – | 152 |
Interest rate swaps – receipts | (66) | (1) | (78) | – | (145) |
Total derivative financial liabilities | 3 | 1 | (3) | (5) | (4) |
| Gross | |||||
| financial | Amounts | Net amounts | Amounts | ||
| assets/(liabilities) | set off | in balance sheet | not set off 1 | Net | |
At 31 st March 2026 | £m | £m | £m | £m | £m |
Derivative financial instruments – assets – current | 22 | – | 22 | (8) | 14 |
Derivative financial instruments – assets – non-current | 2 | – | 2 | (2) | – |
Derivative financial instruments – liabilities – current | (9) | – | (9) | 8 | (1) |
Derivative financial instruments – liabilities – non-current | (13) | – | (13) | 2 | (11) |
| Gross | |||||
| financial | Amounts | Net amounts | Amounts | ||
| assets/(liabilities) | set off | in balance sheet | not set off 1 | Net | |
At 31 st March 2025 | £m | £m | £m | £m | £m |
Derivative financial instruments – assets – current | 55 | – | 55 | (9) | 46 |
Derivative financial instruments – assets – non-current | 4 | – | 4 | (4) | – |
Derivative financial instruments – liabilities – current | (14) | – | (14) | 4 | (10) |
Derivative financial instruments – liabilities – non-current | (9) | – | (9) | 9 | – |
Johnson Matthey Annual Report and Accounts 2026 190Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| Fair value | |||
| 2026 | 2025 | hierarchy | |
| £m | £m | Level | |
| Financial instruments measured at fair value | |||
| Non-current | |||
Investments at fair value through other comprehensive income 1 | 36 | 38 | 1 |
Derivative financial instruments – assets 2 | 2 | 4 | 2 |
Derivative financial instruments – liabilities 2 | (13) | (9) | 2 |
| Current | |||
Trade receivables 3 | 189 | 158 | 2 |
Other receivables 4 | 9 | 1 | 2 |
Cash and cash equivalents – money market funds | 280 | 435 | 2 |
Cash and cash equivalents – cash and deposits | 42 | 23 | 2 |
Derivative financial instruments – assets 2 | 22 | 55 | 2 |
Derivative financial instruments – liabilities 2 | (9) | (14) | 2 |
| Fair value | |||
| 2026 | 2025 | hierarchy | |
| £m | £m | Level | |
| Financial instruments not measured at fair value | |||
| Non-current | |||
Borrowings | (1,322) | (1,301) | – |
Lease liabilities | (24) | (40) | – |
Trade and other receivables | 59 | 58 | – |
Other payables | (7) | (6) | – |
| Current | |||
| Amounts receivable under precious metal sale | |||
and repurchase 5 | 217 | 282 | – |
Amounts payable under precious metal sale and repurchase 5 | (948) | (669) | – |
Cash and cash equivalents – cash and deposits | 214 | 440 | – |
Cash and cash equivalents – bank overdrafts | (35) | (24) | – |
Financial assets held at amortised cost | 4 | – | – |
Borrowings | (20) | (333) | – |
Lease liabilities | (4) | (6) | – |
Trade and other receivables | 762 | 862 | – |
Trade and other payables | (1,170) | (1,210) | – |
Johnson Matthey Annual Report and Accounts 2026 191Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
29 Fair values (continued)
Fair value of financial instruments (continued)
2026 | 2025 | |||||||||
| Carrying | Carrying | |||||||||
| amount | Fair value | amount | Fair value | |||||||
| £m | £m | £m | £m | |||||||
US Dollar Bonds 2025, 2027, 2028, and 2034 | 2029, | 2030, | 2031 | (386) | (343) | (592) | (571) | |||
Euro Bonds 2025, 2028, and 2036 | 20 | 30, | 2031, | 203 | 2, 2034 | (496) | (475) | (539) | (520) | |
Sterling Bonds 2025 and 2029 | (35) | (3) | (80) | (74) | ||||||
Amounts receivable under precious metal sale and repurchase agreements | 217 | 225 | 282 | 300 | ||||||
Amounts payable under precious metal sale and repurchase agreements | (948) | (927) | (669) | (687) |
Johnson Matthey Annual Report and Accounts 2026 192Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
30 Share-based payments (continued)
Activity in the year in relation to these share plans is shown below:
Year ended 31 st March 2026 | Year ended 31 st March 2025 | |||||
PSP | RSP | Deferred Bonus 1 | PSP | RSP | Deferred Bonus 1 | |
Outstanding at the start of the year | 2,815,121 | 227,382 | 353,966 | 2,339,767 | 489,379 | 324,719 |
Awarded during the year | 1,111,269 | 4,445 | 116,978 | 1,249,978 | 76,925 | 133,185 |
Forfeited during the year | (605,296) | (38,131) | – | (349,590) | (34,667) | – |
Released during the year | (569,165) | (159,971) | (91,787) | (425,034) | (304,255) | (103,938) |
Outstanding at the end of the year | 2,751,929 | 33,725 | 379,157 | 2,815,121 | 227,382 | 353,966 |
1. During the year, 13,440 (2025: 10,679) dividend units were received by deferred bonus scheme participants and offset against shares released.
Year ended 31 st March 2026 | ||||
PSP | Exceptional RSP 1 | Exceptional RSP 1 | Deferred Bonus | |
Fair value of shares awarded (pence) | 1,520.60 | 1,610.00 | 1,589.30 | 1,454.90 |
Share price at the date of award (pence) | 1,736.00 | 1,736.00 | 1,736.00 | 1,736.00 |
Dividend rate | 4.44% | 4.44% | 4.44% | 4.44% |
Year ended 31 st March 2025 | ||||||
PSP | Exceptional PSP 2 | Exceptional RSP 3 | Exceptional RSP 3 | Exceptional RSP 3 | Deferred Bonus | |
Fair value of shares awarded (pence) | 1,389.60 | 1,293.00 | 1,389.60 | 1,457.9 0 | 1,529.60 | 1,325.00 |
Share price at the date of award (pence) | 1,603.00 | 1,444.00 | 1,603.00 | 1,603.00 | 1,603.00 | 1,603.00 |
Dividend rate | 4.80% | 5.60% | 4.80% | 4.80% | 4.80% | 4.80% |
1. The group awarded two exceptional RSP schemes on 1
st
August 2025 of duration one and two years.
2. The group awarded an exceptional PSP scheme on 11
th
February 2025 of duration two years.
3. The group awarded three exceptional RSP schemes on 1
st
August 2024 of duration one, two and three years.
The fair value of shares awarded was calculated using a modified Black Scholes model based on the share price at the date of award adjusted for the present value of the expected dividends
that will not be received at an expected dividend rate.
At 31
st
March 2026, the weighted average remaining contracted life of the awarded PSP shares is 1.4 years (2025: 1.5 years) and 0.4 years (2025: 0.6 years) for the awarded RSP shares.
Johnson Matthey Annual Report and Accounts 2026 193Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
| 2026 | 2025 | |
| £m | £m | |
Property, plant and equipment 1 | 74 | 155 |
Other intangible assets | 7 | 28 |
| 2026 | 2025 | |
| £m | £m | |
Short term employee benefits | 7 | 8 |
Share-based payments | 4 | 2 |
Non-executive directors’ fees and benefits | 1 | 1 |
Total compensation of key management personnel | 12 | 11 |
Johnson Matthey Annual Report and Accounts 2026 194Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
34 Non-GAAP measures
The group uses various measures to manage its business which are not defined by generally
accepted accounting principles (GAAP). The group’s management believes these measures
provide valuable additional information to users of the accounts in understanding the
group’s performance. Certain of these measures are financial Key Performance Indicators
which measure progress against our strategy.
All non-GAAP measures are on a continuing operations basis.
Definitions
Measure | Definition | Purpose |
Sales 1 | Revenue excluding cost of | Provides a better measure of the |
| precious metals to customers | growth of the group as revenue can | |
| and the precious metal content | be heavily distorted by year on year | |
| of products sold to customers. | fluctuations in the market prices of | |
| precious metals and, in many cases, | ||
| the value of precious metals is | ||
| passed directly on to customers. | ||
| Underlying | Operating profit excluding | Provides a measure of operating |
| operating | non-underlying items. | profitability that is comparable |
profit 1,2 | over time. | |
| Underlying | Underlying operating profit | Provides a measure of how we |
| operating profit | divided by sales. | convert our sales into underlying |
margin 2 | operating profit and the efficiency | |
| of our business. | ||
| Underlying profit | Profit before tax excluding | Provides a measure of profitability |
before tax 2 | non-underlying items. | that is comparable over time. |
| Underlying profit | Profit after tax excluding | Provides a measure of profitability |
after tax 2 | non-underlying items and | that is comparable over time. |
| related tax effects. | ||
| Adjusted | Underlying profit after tax | Provides a measure of profitability |
| underlying profit | adjusted to include the effect | that is comparable over time |
after tax 2 | of deferred tax assets not | excluding the impact of the agreed |
| recognised in H2’26 as a | sale of Catalyst Technologies. | |
| consequence of the agreed sale | ||
| of Catalyst Technologies. | ||
| Underlying | Adjusted underlying profit after | Our principal measure used to |
| earnings per | tax divided by the weighted | assess the overall profitability of |
share 1,2 | average number of shares in | the group. |
| issue. |
Measure | Definition | Purpose |
| Return on capital | Annualised underlying | Provides a measure of the group’s |
| employed | operating profit divided by the | efficiency in allocating the capital |
| (ROCE) | average equity plus average net | under its control to profitable |
| debt. The average is calculated | investments. | |
| using the opening balance for | ||
| the financial year and the | ||
| closing balance. | ||
| Average working | Monthly average of non- | Provides a measure of efficiency in |
| capital days | precious metal related | the business with lower days driving |
| (excluding | inventories, trade and other | higher returns and a healthier |
| precious metals) | receivables and trade and other | liquidity position for the group. |
| payables (including any | ||
| classified as held for sale) | ||
| divided by sales for the last | ||
| three months multiplied by | ||
| 90 days. | ||
Free cash flow 1,3 | Net cash flow from operating | Provides a measure of the cash the |
| activities (excluding disposal | group generates through its | |
| related costs) after net interest | operations, less capital expenditure. | |
| paid, net purchases of non- | ||
| current assets and investments, | ||
| and the principal element of | ||
| lease payments. | ||
| Net debt to | Net debt, including quoted | Provides a measure of the group’s |
| underlying | bonds purchased to fund the | ability to repay its debt. The group |
EBITDA 3 | UK pension (excluded when | has a current target of net debt to |
| the UK pension plan is in | underlying EBITDA of between | |
| surplus) divided by underlying | 1.5 and 2.0 times prior to the | |
| EBITDA for the same period. | completion of the CT disposal. | |
| Going forward the group is | ||
| targeting net debt to underlying | ||
| EBITDA of between 1.0 and 1.5 | ||
| times, although in any given year it | ||
| may fall outside this range | ||
| depending on future plans. |
1. Key Performance Indicator.
2. Underlying profit measures are before profit or loss on disposal of businesses, gains and losses on significant legal proceedings,
major impairment and restructuring charges, share of profits or losses from non-strategic equity investments, one-off tax
transactions and, where relevant, related tax effects. These items have been excluded by management as they are not deemed to be
relevant to an understanding of the underlying performance of the business.
3. The definition of these non-GAAP measures have been redefined in the current period to give better clarity and transparency and
more closely align with the purpose of the non-GAAP measure. Free cash flow has been redefined to exclude disposal related costs
and proceeds from disposal of businesses. Net debt to underlying EBITDA has been redefined to exclude post tax pension deficits.
Johnson Matthey Annual Report and Accounts 2026 195Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
34 Non-GAAP measures (continued)
Underlying profit measures exclude the following non-underlying items which are shown
separately on the face of the income statement:
• Profit on disposal of businesses: The group recognised £5 million profit on the disposal
of businesses (2025: £482 million profit), see note 27.
• Gain on significant legal proceedings: The group recognised £8 million gain on
significant legal proceedings (2025: £nil), see note 4.
• Major impairment and restructuring charges: The group recognised £192 million in
major impairment and restructuring charges (2025*: £327 million), see note 6.
• Share of (losses) / profits of associates: The group recognised £1 million for its share of
losses of associates (2025: £3 million profit), see note 15.
Reconciliations to GAAP measures
Sales
| 2026 | 2025 | |
| £m | £m* | |
Revenue (note 3) | 12,573 | 11,022 |
Less: sales of precious metals to customers (note 3) | (10,018) | (8,191) |
Sales | 2,555 | 2,831 |
Underlying profit measures
Year ended 31
st
March 2026
| Operating | Profit before | Profit after | ||
| profit | tax | Tax expense | tax | |
| £m | £m | £m | £m | |
Adjusted underlying | 340 | 271 | (55) | 216 |
Effect of deferred tax asset not recognised 1 | – | – | (45) | (45) |
Underlying | 340 | 271 | (100) | 171 |
Profit on disposal of businesses | 5 | 5 | – | 5 |
Gain on significant legal proceedings | 8 | 8 | (2) | 6 |
Major impairment and restructuring charges | (192) | (192) | (2) | (194) |
Share of losses of associates | – | (1) | – | (1) |
Non-underlying tax provisions | – | – | 12 | 12 |
Deferred tax asset not recognised | – | – | (90) | (90) |
Reported | 161 | 91 | (182) | (91) |
Year ended 31
st
March 2025*
| Operating | Profit before | Profit after | ||
| profit | tax | Tax expense | tax | |
| £m | £m | £m | £m | |
Underlying | 299 | 245 | (50) | 195 |
Profit on disposal of businesses | 482 | 482 | (67) | 415 |
Major impairment and restructuring charges | (327) | (327) | 10 | (317) |
Share of profits of associates | – | 3 | – | 3 |
Non-underlying tax provisions | – | – | 14 | 14 |
Reported | 454 | 403 | (93) | 310 |
Underlying earnings per share
2026 | 2025* | |
Adjusted underlying profit after tax (£ million) 1 | 216 | 195 |
Weighted average number of shares in issue (number) | 168,153,798 | 175,966,787 |
Underlying earnings per share (pence) | 128.5 | 110.7 |
1. £45 million relates to deferred tax asset not recognised in H2’26 which is considered as a consequence of the agreed sale of
Catalyst Technologies.
Return on Capital Employed (ROCE)
| 2026 | 2025 | |
| £m | £m* | |
Underlying operating profit | 340 | 299 |
Average net debt | 845 | 888 |
Average equity | 1,355 | 1,609 |
Average capital employed | 2,200 | 2,497 |
ROCE | 15.5% | 12.0% |
Average working capital days (excluding precious metals) – unaudited
| 2026 | 2025 | |
| £m | £m* | |
Inventories | 865 | 1,011 |
Trade and other receivables | 1,430 | 1,532 |
Trade and other payables | (2,15 4) | (1,984) |
141 | 559 | |
Working capital balances relating to discontinued operations | – | (192) |
Total working capital | 141 | 367 |
Less: Precious metal working capital | 38 | (111) |
| Add: Precious metal working capital relating to discontinued | ||
operations | – | 8 |
Working capital (excluding precious metals) | 179 | 264 |
Average working capital days (excluding precious metals) | 62 | 52 |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26).
Johnson Matthey Annual Report and Accounts 2026 196Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
34 Non-GAAP measures (continued)
Free cash flow from continuing operations
| 2026 | 2025 | |
| £m | £m* | |
Net cash inflow from operating activities | 465 | 381 |
| Less: Net cash outflow / (inflow) from operating activities – | ||
discontinued operations | 30 | (51) |
Add: Disposal costs | 1 | 18 |
Add: Pension costs relating to divestments | – | 25 |
Add: Income tax paid relating to divestments | – | 64 |
Interest received | 97 | 78 |
Interest paid | (186) | (148) |
Purchases of property, plant and equipment | (217) | (249) |
Purchases of intangible assets | (22) | (52) |
Net cash movements of financial assets held at amortised cost | (4) | – |
Proceeds from redemption of investments held at fair value through other comprehensive income | 3 | 3 |
Proceeds from sale of non-current assets | 5 | 1 |
Principal element of lease payments | (4) | (6) |
Free cash flow | 168 | 64 |
* Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26) and the redefined
non-GAAP measure definition.
Net Debt to underlying EBITDA
| 2026 | 2025 | |
| £m | £m** | |
Cash and deposits | 256 | 463 |
Money market funds | 280 | 435 |
Bank overdrafts | (35) | (24) |
Cash and cash equivalents | 501 | 874 |
Less: Cash and cash equivalents from discontinued operations | – | (32) |
Cash and cash equivalents from continuing operations | 501 | 842 |
| Derivative financial instruments – Cross currency and interest rate | ||
swaps – non-current assets | 2 | 4 |
| Derivative financial instruments – Cross currency and interest rate | ||
swaps – current assets | – | 13 |
| Derivative financial instruments – Cross currency and interest rate | ||
swaps – current liabilities | – | (1) |
| Derivative financial instruments – Cross currency and interest rate | ||
swaps – non-current liabilities | (13) | (9) |
Borrowings – current | (20) | (333) |
Borrowings – non-current | (1,322) | (1,301) |
Lease liabilities – current | (4) | (6) |
Lease liabilities – non-current | (24) | (40) |
Less: Lease liabilities relating to discontinued operations | – | 21 |
Net debt | (880) | (810) |
| 2026 | 2025 | |
| £m | £m** | |
(Decrease) / increase in cash and cash equivalents | (349) | 345 |
Less: Decrease in cash and cash equivalents from discontinued operations | 88 | 23 |
Less: Decrease / (increase) in borrowings | 316 | (213) |
Less: Net cash movements from hedging activities | (9) | – |
Less: Principal element of lease payments | 4 | 6 |
Decrease in net debt resulting from cash flows | 50 | 161 |
New leases, remeasurements and modifications | (6) | (22) |
Less: New leases, remeasurements and modifications from discontinued operations | – | 11 |
Other lease movements | (2) | 1 |
Disposals | – | 5 |
Exchange differences on net debt | (21) | 11 |
Other non-cash movements | (8) | 16 |
Less: Other non-cash movements in discontinued operations | (83) | (28) |
Movement in net debt | (70) | 155 |
Net debt at beginning of year | (810) | (965) |
Net debt at end of year | (880) | (810) |
Underlying operating profit | 340 | 299 |
Add back: Depreciation and amortisation | 149 | 156 |
Underlying EBITDA | 489 | 455 |
Net debt to underlying EBITDA | 1.8 | 1.8 |
Underlying EBITDA | 489 | 455 |
Depreciation and amortisation | (149) | (156) |
Profit on disposal of businesses | 5 | 482 |
Gain on significant legal proceedings | 8 | – |
Major impairment and restructuring charges | (192) | (327) |
Finance costs | (182) | (141) |
Investment income | 113 | 87 |
Share of (losses) / profits of associates | (1) | 3 |
Income tax expense | (182) | (93) |
(Loss) / profit for the year from continuing operations | (91) | 310 |
** Restated to reflect classification of the Catalyst Technologies segment as discontinued operations (see note 26) and the redefined
non-GAAP measure definition.
Johnson Matthey Annual Report and Accounts 2026 197Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
35 Events after the balance sheet date
As outlined in the group’s half year results for the six months ended 30
th
September 2025,
Veranova Bidco LP, had issued a claim against the group in connection with certain
warranties given in the sale and purchase agreement dated 16
th
December 2021 at the time
of signing. Johnson Matthey Plc denied the allegations in full and defended the proceedings
to trial, which concluded in December 2025. The English High Court delivered a judgment on
1
st
May 2026 in relation to this claim, dismissing the claim. Veranova Bidco LP has been
ordered to pay 90% of Johnson Matthey Plc’s costs of the litigation, to be assessed on the
indemnity basis. On 11
th
May 2026, Veranova Bidco LP was granted permission to appeal on
a point of law. That appeal is expected to be heard by the Court of Appeal during 2027.
On 27
th
May 2026, the group signed an agreement to acquire CORMETECH Inc. for an
enterprise value of $360 million payable in cash on completion. CORMETECH Inc. is the
leading and high-growth US manufacturer of Selective Catalytic Reduction catalysts
providing emissions control for stationary power generation and industrial applications and
will become part of the Clean Air Solutions business. The transaction is expected to complete
at the end of June or in July 2026 following receipt of customary regulatory approvals.
An additional earn-out consideration of up to $100 million in total may be payable in cash
during calendar years 2028 and 2029, conditional on CORMETECH Inc. achieving certain
financial performance targets.
Johnson Matthey Annual Report and Accounts 2026 198Governance Other informationStrategic report Financial statements
Notes
2026
£m
2025
£m
Assets
Non-current assets
Property, plant and equipment 37 615 597
Right-of-use assets 16 14
Goodwill 38 1 113
Other intangible assets 39 203 260
Investments in subsidiaries 40 2,046 2,100
Other receivables 42 1,141 1,123
Derivative financial instruments 43 2 4
Deferred tax assets – 57
Post-employment benefit net assets 44 231 233
Total non-current assets 4,255 4,501
Current assets
Inventories 45 100 372
Taxation recoverable 11 13
Trade and other receivables 42 2,054 2,137
Cash and cash equivalents 285 662
Derivative financial instruments 43 25 58
Assets classified as held for sale 41 10 –
Total current assets 2,485 3,242
Total assets 6,740 7,743
Liabilities
Current liabilities
Trade and other payables 46 (3,692) (4,806)
Lease liabilities (2) (1)
Cash and cash equivalents – bank overdrafts (34) (21)
Borrowings 47 – (308)
Derivative financial instruments 43 (10) (16)
Provisions 48 (52) (57)
Total current liabilities (3,790) (5,209)
Parent Company Statement of Financial Position
as at 31
st
March 2026
Notes
2026
£m
2025
£m
Non-current liabilities
Borrowings 47 (1,322) (1,301)
Lease liabilities (18) (15)
Employee benefit obligations 44 (5) (6)
Derivative financial instruments 43 (13) (9)
Provisions 48 (14) (2)
Trade and other payables 46 (4) (6)
Total non-current liabilities (1,376) (1,339)
Total liabilities (5,166) (6,548)
Net assets 1,574 1,195
Equity
Share capital 49 197 197
Share premium 148 148
Treasury shares (6) (10)
Other reserves 49 30 62
Retained earnings
1
1,205 798
Total equity 1,574 1,195
1. The parent company’s profit for the year is £5 45 million (2025: £321 million).
Johnson Matthey Annual Report and Accounts 2026 199Governance Other informationStrategic report Financial statements
Parent Company Statement of Changes in Equity
for the year ended 31
st
March 2026
Share capital
£m
Share premium
£m
Treasury shares
£m
Other reserves
(note 25)
£m
Retained earnings
£m
Total equity
£m
At 1
st
April 2024 215 148 (17) 72 850 1,268
Profit for the year – – – – 321 321
Remeasurements of post-employment benefit assets and liabilities – – – – 31 31
Exchange differences on translation of foreign operations – – – – (5) (5)
Amounts charged to hedging reserve (note 49) – – – (38) – (38)
Tax on other comprehensive income / (expense) – – – 10 (8) 2
Total comprehensive (expense) / income – – – (28) 339 311
Dividends paid (note 49) – – – – (138) (138)
Purchase of treasury shares (note 49) (18) – – 18 (251) (251)
Share-based payments – – – – 9 9
Cost of shares transferred to employees – – 7 – (11) (4)
At 31
st
March 2025 197 148 (10) 62 798 1,195
Profit for the year – – – – 545 545
Remeasurements of post-employment benefit assets and liabilities – – – – (15) (15)
Exchange differences on translation of foreign operations – – – (9) – (9)
Amounts charged to hedging reserve (note 49) – – – (30) – (30)
Tax on other comprehensive income / (expense) – – – 7 4 11
Total comprehensive (expense) / income – – – (32) 534 502
Dividends paid (note 49) – – – – (129) (129)
Share-based payments – – – – 6 6
Cost of shares transferred to employees – – 4 – (4) –
At 31
st
March 2026 197 148 (6) 30 1,205 1,574
Johnson Matthey Annual Report and Accounts 2026 200Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
36 Accounting policies – parent company
The accounts are prepared on a going concern basis in accordance with Financial Reporting
Standard (FRS) 101, Reduced Disclosure Framework, issued in September 2015 and the
Companies Act 2006 applicable to companies reporting under FRS 101. The parent company
applies the recognition, measurement and disclosure requirements of international
accounting standards in conformity with the requirements of the Companies Act 2006, but
makes amendments where necessary to comply with the Act and has set out below the FRS
101 disclosure exemptions taken by the parent company:
• the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2, Share-based Payment;
• the requirements of IFRS 7, Financial Instruments: Disclosures;
• the requirements of paragraphs 91 to 99 of IFRS 13, Fair Value Measurement;
• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115,
118, 119(a) to (c), 120 to 127 and 129 of IFRS 15, Revenue from Contracts with Customers;
• the requirement in paragraph 38 of IAS 1, Presentation of Financial Statements, to present
comparative information in respect of: paragraph 73(e) of IAS 16, Property, Plant and
Equipment; and paragraph 118(e) of IAS 38, Intangible Assets;
• the requirements of paragraphs 10(d), 38A, 38B, 40A, 40B, 40C, 40D, 111 and 134 to 136
of IAS 1, Presentation of Financial Statements;
• the requirements of IAS 7, Statement of Cash Flows;
• the requirements of paragraphs 30 and 31 of IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors;
• the requirements of paragraph 17 of IAS 24, Related Party Disclosures;
• the requirements in IAS 24, Related Party Disclosures, to disclose related party
transactions entered into between two or more members of a group, provided that any
subsidiary which is a party to the transaction is wholly owned by such a member; and
• the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d), 134(f) and 135(c) to 135(e)
of IAS 36, Impairment of Assets.
The accounts are prepared on the historical cost basis, except for certain assets and liabilities
which are measured at fair value as explained below.
The parent company has not presented its own income statement, statement of total
comprehensive income and related notes as permitted by Section 408(3) of the Companies
Act 2006. Profit for the year is disclosed in the parent company statement of financial
position and statement of changes in equity.
In the parent company statement of financial position, businesses acquired from other group
companies are recognised at book value at the date of acquisition. The difference between the
consideration paid and the book value of the net assets acquired is reflected in retained earnings.
Material accounting policies
The group’s and parent company’s accounting policies have been applied consistently during
the current and prior year, other than where new policies have been adopted (see note 1).
The group’s and parent company’s material accounting policies are consistent (see note 1)
with the exception of the following parent company accounting policies:
Investments in subsidiaries
Investments in subsidiaries are stated in the parent company’s balance sheet at cost less
any provisions for impairment. Investments in subsidiaries are reviewed for impairment if
there are any indicators that the carrying value may not be recoverable. If a distribution is
received from a subsidiary, the investment in that subsidiary is assessed for an indication
ofimpairment.
Amounts receivable from subsidiaries
Amounts owed by subsidiaries are initially recognised at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest rate method,
less any impairment losses.
Amounts receivable from subsidiaries are impaired where there is no reasonable expectation
of recovery. See note 42 for further information.
Provisions and contingencies
Where the parent company enters into financial guarantee contracts to guarantee the
indebtedness of other companies within its group, these guarantee contracts are considered
to be contingent liabilities until such time as it becomes probable that the company will be
required to make a payment under the guarantee.
Sources of estimation uncertainty and judgements made in applying
accounting policies
The group’s and parent company’s sources of estimation uncertainty and judgements made
in applying accounting policies are consistent – see note 1 for further information.
Johnson Matthey Annual Report and Accounts 2026 201Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
37 Property, plant and equipment
Land and
buildings
£m
Leasehold
improvements
£m
Plant and
machinery
£m
Assets in the
course of
construction
£m
Total
£m
Cost
At 31
st
March 2025 130 2 759 389 1,280
Additions – 5 10 145 160
Transfers from assets in the course of construction – 1 74 (75) –
Reclassification (4) 6 (4) 2 –
Disposals
1
(14) – (241) (30) (285)
At 31
st
March 2026 112 14 598 431 1,155
Accumulated depreciation andimpairment
At 31
st
March 2025 91 2 590 – 683
Charge for the year 2 1 28 – 31
Impairment losses – – 25 – 25
Reclassification (2) 3 (1) – –
Disposals
1
(10) – (189) – (199)
At 31
st
March 2026 81 6 453 – 540
Carrying amount at 31
st
March 2026 31 8 145 431 615
Carrying amount at 31
st
March 2025 39 – 169 389 597
Carrying amount at 31
st
March 2024 41 – 168 240 449
1. During the year, the property, plant and equipment held in respect of Catalyst Technologies was disposed upon sale of the cash-generating unit from Johnson Matthey Plc to Johnson Matthey Davy Technologies Limited.
Finance costs capitalised were £10 million (2025: £5 million) and the capitalisation rate used to determine the amount of finance costs eligible for capitalisation was 3.7% (2025: 3.8%).
38 Goodwill
Total £m
Cost
At 1
st
April 2024 and 31
st
March 2025 123
Disposals
2
(122)
At 31
st
March 2026 1
Accumulated impairment
At 1
st
April 2024 and 31
st
March 2025 10
Disposals
2
(10)
At 31
st
March 2026 –
Carrying amount at 31
st
March 2026 1
Carrying amount at 1
st
April 2024 and 31
st
March 2025 113
2. During the year, the goodwill held in respect of Catalyst Technologies was disposed upon sale of the cash-generating unit from Johnson Matthey Plc to Johnson Matthey Davy TechnologiesLimited.
Johnson Matthey Annual Report and Accounts 2026 202Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
39 Other intangible assets
Computer
software
£m
Patents,
trademarks and
licences
£m
Acquired research
and technology
£m
Development
expenditure
£m
Assets in the
course of
construction
£m*
Total
£m
Cost
At 31
st
March 2025 550 8 – 13 – 571
Additions 4 – – – 15 19
Reclassifications to assets in the course of construction (54) – – 1 53 –
Reclassification (1) 1 – – – –
Disposals
1
(52) (5) – – – (57)
At 31
st
March 2026 447 4 – 14 68 533
Accumulated amortisation and impairment
At 31
st
March 2025 293 5 – 13 – 311
Charge for the year 43 1 – – – 44
Impairment losses 4 – – – – 4
Reclassifications to assets in the course of construction (11) – – – 11 –
Disposals
1
(25) (4) – – – (29)
At 31
st
March 2026 304 2 – 13 11 330
Carrying amount at 31
st
March 2026 143 2 – 1 57 203
Carrying amount at 31
st
March 2025 257 3 – – – 260
Carrying amount at 1
st
April 2024 256 5 – (4) – 257
1. During the year, the other intangible assets held in respect of Catalyst Technologies were disposed upon sale of the cash-generating unit from Johnson Matthey Plc to Johnson Matthey Davy Technologies Limited.
* During the period the group expanded the other intangible assets note to include assets in the course of construction. This resulted in a reclassification of £89 million cost of assets previously recorded under computer software to assets in the course of construction. Following
completion of construction, £35 million of assets were subsequently transferred from assets in the course of construction to computer software and £1 million of assets were transferred from assets in the course of construction to development expenditure.
40 Investments in subsidiaries
Cost of
investments in
subsidiaries
£m
Accumulated
impairment
£m
Carrying amount
£m
At 31
st
March 2025 2,362 (262) 2,100
Disposals (25) – (25)
Impairment loss – (19) (19)
Transferred to assets classified as held for sale (note 41) (10) – (10)
At 31
st
March 2026 2,327 (281) 2,046
The impairment relates to the parent company’s investment in Johnson Matthey Hydrogen Technologies Limited.
41 Assets held for sale
On 22
nd
May 2025, the company announced the sale of its Catalyst Technologies business to Honeywell International Inc. The enterprise value of this sale is £1.325 billion on a cash and
debt-free basis. The carrying amount of the investment in subsidiary classified as held for sale as at 31
st
March 2026 is £10 million.
Johnson Matthey Annual Report and Accounts 2026 203Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
42 Trade and other receivables
2026
£m
2025
£m
Current
Trade receivables 87 127
Contract receivables 20 22
Amounts receivable from subsidiaries 1,588 1,587
Prepayments 18 29
Value added tax and other sales tax receivable 32 33
Advance payments to customers 2 –
Amounts receivable under precious metal sale and repurchase
agreements 217 282
Other receivables 90 57
Trade and other receivables 2,054 2,137
Non-current
Amounts receivable from subsidiaries 1,115 1,091
Advance payments to customers 26 32
Other receivables 1,141 1,123
Trade receivables and contract receivables are net of expected credit losses (“provision”). Of the
parent company’s amounts receivable from subsidiaries, a total provision of £517 million
(2025: £140 million) has been recognised.
The balance due from Johnson Matthey Hydrogen Technologies Limited of £624 million
(2025: £441 million) has a provision recognised against it of £509 million (2025: £128 million) as
at 31
st
March 2026. This is recognised based on a net present value calculation over the period of
time over which the company expects to recover the loan using estimated cashflows and
expected growth rates for the sector. Further information is set out in note 5.
Given Hydrogen Technologies is a scaling business, further market changes in the next
12 months could result in changes in the significant assumptions relating to the cashflows and
growth rates for the business, which could materially change the expected recoverable amount
of this balance.
43 Derivative financial instruments
The parent company non-current derivative financial instrument assets and liabilities are
consistent with the group balances – see note 18.
2026
£m
2025
£m
Current assets
Forward foreign exchange contracts designated as cash flow hedges 5 9
Forward precious metal price contracts designated as cash flow hedges 5 31
Forward foreign exchange contracts and currency swaps at fair value
through profit or loss 15 5
Cross currency and interest rate swaps – 13
Derivative financial instruments 25 58
Current liabilities
Forward foreign exchange contracts designated as cash flow hedges (5) (4)
Forward foreign exchange contracts and currency swaps at fair value
through profit or loss (5) (11)
Cross currency and interest rate swaps – (1)
Derivative financial instruments (10) (16)
44 Post-employment benefits
The parent company is the sponsoring employer of the group’s UK defined benefit pension
plan and the UK post-retirement medical benefits plan. There is no contractual agreement or
stated policy for charging the net defined benefit cost for the plans to the individual group
entities. The parent company recognises the net defined benefit cost for these plans and
information is disclosed in note 24.
Johnson Matthey Annual Report and Accounts 2026 204Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
47 Borrowings
The parent company’s non-current borrowings are consistent with the group balances –
seenote 20.
2026
£m
2025
£m
Current
3.14% $130 million Bonds 2025 – (100)
1.40% €77 million Bonds 2025 – (63)
2.54% £45 million Bonds 2025 – (45)
3.79% $130 million Bonds 2025 – (100)
Borrowings – (308)
48 Provisions
Restructuring
provisions
£m
Other
provisions
£m
Total
£m
At 31
st
March 2025 7 52 59
Charge for the year 4 3 7
Net sale of metal – 10 10
Utilised (7) – (7)
Released – (3) (3)
At 31
st
March 2026 4 62 66
2026
£m
2025
£m
Current 52 57
Non-current 14 2
Total provisions 66 59
The restructuring provisions are part of the parent company’s efficiency initiatives and are
expected to be utilised within one year.
The other provisions include provisions to buy metal to cover short positions created by the
parent company selling metal to cover price risk on metal owned by subsidiaries. Amounts
provided reflect management’s best estimate of the expenditure required to settle the
obligations at the balance sheet date and are expected to be utilised within one year.
The parent company also guarantees some of its subsidiaries’ borrowings and its exposure at
31
st
March 2026 was £20 million (2025: £20 million).
45 Inventories
2026
£m
2025
£m
Raw materials and consumables 12 32
Work in progress 70 270
Finished goods and goods for resale 18 70
Inventories 100 372
Write-downs of inventories amounted to £3 million (2025: £nil).
46 Trade and other payables
2026
£m
2025
£m
Current
Trade payables 241 272
Contract liabilities 4 12
Amounts payable to subsidiaries 2,249 3,546
Accruals 91 189
Amounts payable under precious metal sale and
repurchaseagreements 925 654
Other payables 182 133
Trade and other payables 3,692 4,806
Non-current
Amounts payable to subsidiaries 4 5
Other payables – 1
Trade and other payables 4 6
Johnson Matthey Annual Report and Accounts 2026 205Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
49 Share capital and other reserves
Share capital and dividends
The parent company’s disclosures relating to share capital, dividends and purchase of treasury shares are consistent with the group disclosures. Refer to note 25 for further information.
Hedging reserve
Capital redemption
reserve
£m
FX Reserve
£m
Forward currency
contracts
£m
Cross currency
contracts
£m
Forward metal
contracts
£m
Total other
reserves
£m
At 1
st
April 2024 13 – (2) (1) 62 72
Cash flow hedges – gains / (losses) taken to equity – – 7 1 (2) 6
Cash flow hedges – transferred to revenue (income statement) – – (3) – (41) (44)
Cash flow hedges – transferred to cost of sales (income statement) – – (2) – – (2)
Cash flow hedges – transferred to foreign exchange (income statement) – – – 2 – 2
Cancelled ordinary shares from share buyback 18 – – – – 18
Tax on above items taken directly to or transferred from equity – – – – 10 10
At 31
st
March 2025 31 – – 2 29 62
Cash flow hedges – gains / (losses) taken to equity – – 1 (5) (3) (7)
Cash flow hedges – transferred to revenue (income statement) – – (4) – (23) (27)
Cash flow hedges – transferred to foreign exchange (income statement) – – (1) 5 – 4
Exchange differences on translation of foreign operation taken to equity – (9) – – – (9)
Tax on above items taken directly to or transferred from equity – – 1 – 6 7
At 31
st
March 2026 31 (9) (3) 2 9 30
50 Commitments
Capital commitments – future capital expenditure contracted but not provided
2026
£m
2025
£m
Property, plant and equipment 54 131
Other intangible assets 6 28
Johnson Matthey Annual Report and Accounts 2026 206Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
51 Related undertakings
A full list of related undertakings at 31
st
March 2026 (comprising subsidiaries and associates) is set out below. Those held directly by the parent company are marked with an asterisk (*) and
those held jointly by the parent company and a subsidiary are marked with a cross (+). All the companies are wholly owned unless otherwise stated. All the related undertakings are involved
in the principal activities of the group. Unless otherwise stated, the share class of each related undertaking comprises ordinary shares only. As permitted by section 479A of the Companies Act
2006, the Company intends to take advantage of the audit exemption in relation to the individual accounts of the companies marked with a hash (#).
Entity Registered address
+ Johnson Matthey Argentina S.A. Tucumán 1 Piso 4, Buenos Aires, C1049AAA, Argentina
+ Johnson Matthey Belgium Pegasuslaan 5, 1831 Diegem, Belgium
The Argent Insurance Co. Limited Rosebank Centre, 5
th
Floor, 11 Bermudiana Road, Pembroke HM 08, Bermuda
Johnson Matthey Brasil Ltda Rua Olimpiadas, 205 - 4º andar, Sala 438, Edifício Continental Square, Vila Olímpia, São Paulo,
CEP 04.551-000, Brazil
Johnson Matthey Canada, Inc. 340 Albert Street, Suite 1400, Ottawa ON K1R 0A5, Canada
Johnson Matthey Argillon (Shanghai) Emission Control Technologies Ltd Ground Floor, Building 2, No. 298 Rongle East Road, Songjiang Industrial Zone, Shanghai, 201613, China
Johnson Matthey Battery Materials (Changzhou) Co., Ltd A10 Building, No.2 Xinzhu Road, Xinbei District, Changzhou, China
Johnson Matthey Chemical Process Technologies (Shanghai)
CompanyLimited
Room 1066, Building 1, No 215 Lianhe North Road, Fengxian District, Shanghai, China
Johnson Matthey (China) Trade Co., Ltd 1
st
and 2
nd
Floor, Office Block, Building No. 7, No 298 Rongle East Road, Songjiang District, Shanghai, China
Johnson Matthey Clean Energy Technologies (Beijing) Co., Ltd Unit 01/14
th
Floor, Pacific Century Place, 2A Gong Ti Bei Lu, Chaoyang District, Beijing, China
Johnson Matthey (Shanghai) Catalyst Co., Ltd 586 Dongxing Road, Songjiang Industrial Zone, Shanghai, 201613, China
Johnson Matthey (Shanghai) Chemicals Limited 588 and 598 Dongxing Road, Songjiang Industry Zone, Shanghai, 201613, China
Johnson Matthey (Shanghai) Hydrogen Technologies Co., Ltd JT7575, Room 108, Floor 1, Building 1, 6988 Jiasong North Road, Anting, Jiading, Shanghai, China
Johnson Matthey (Shanghai) Trading Limited Room 1615B, No. 118 Xinling Road, Waigaoqiao Free Trade Zone, Shanghai, China
Johnson Matthey (Zhangjiagang) Environmental Protection
TechnologyCo., Ltd
No. 9 Dongxin Road, Yangtze River International Chemical Industrial Park, Jiangsu Province, Jiangsu,
215634, China
Johnson Matthey (Zhangjiagang) Precious Metal Technology Co. Ltd No. 48, the west of Beijing Road, Yangtze River International Chemical Industrial Park, Jiangsu, 215633, China
Johnson Matthey A/S c/o DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen, Denmark
Johnson Matthey Battery Materials Finland Oy (in liquidation 09.12.2025) c/o Asianajotoimisto Krogerus Oy, Unioninkatu 22, Helsinki, 00130, Finland
Johnson Matthey SAS Les Diamants - immeuble B, 41 rue Delizy, 93500 Pantin, France
Johnson Matthey Catalysts (Germany) GmbH Bahnhofstrasse 43, 96257 Redwitz an der Rodach, Germany
Johnson Matthey Chemicals GmbH Wardstrasse 17, D-46446 Emmerich am Rhein, Germany
Johnson Matthey Deutschland GmbH Otto-Volger-Strasse 9b, 65843, Sulzbach, Taunus, Germany
Johnson Matthey Pacific Limited
1
Unit 4-6, 8
th
floor, 909 Cheung Sha Wan Road, Cheung Sha Wan, Kowloon, Hong Kong
+ Johnson Matthey Chemicals India Private Limited Plot No 6A, MIDC Industrial Estate, Taloja, Maharashtra, 410208 India
Johnson Matthey India Private Limited Regus Business Centre, 5
th
Floor, Caddie Commercial Tower – Aerocity, New Delhi, 110037, India
Johnson Matthey Italia S.r.l. Corso Francesco, Ferrucci 112, Turin, Italy
Johnson Matthey Fuel Cells Japan Limited 5123-3 Kitsuregawa, Sakura-shi, Tochigi, 329-1412, Japan
Johnson Matthey Japan Godo Kaisha 5123-3 Kitsuregawa, Sakura-shi, Tochigi, 329-1412, Japan
Johnson Matthey Arabia for Business Services LLC 2975 Prince Ahmad Ibn Abdulaziz, 8124 Al Woroud Dist., Riyadh, 12253, Kingdom of Saudi Arabia
Johnson Matthey Global Business Services Lithuania UAB Konstitucijos prospektas 18B, Vilnius, LT-09308, Lithuania
* Johnson Matthey Sdn. Bhd. Suite 13.03, 13
th
Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
Johnson Matthey Services Sdn. Bhd. Suite 13.03, 13
th
Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
Johnson Matthey de Mexico, S. de R.L. de C.V. c/o Cacheaux, Cavazos and Newton, No. 437 Col. Colinas del Cimatario, Queretaro, CP 76090, Mexico
Johnson Matthey Annual Report and Accounts 2026 207Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
51 Related undertakings (continued)
Entity Registered address
Johnson Matthey Servicios, S. de R.L. de C.V. c/o Cacheaux, Cavazos and Newton, No. 437 Col. Colinas del Cimatario, Queretaro, CP 76090, Mexico
Intercat Europe B.V. Robert Schumandomein 2, Begane Grond & 2de Verdieping, 6229 ES, Maastricht, The Netherlands
Johnson Matthey International Management Services B.V. Javastraat 12, 3016 CE, Rotterdam, The Netherlands
Johnson Matthey Netherlands 2 B.V. Javastraat 12, 3016 CE, Rotterdam, The Netherlands
Johnson Matthey DOOEL Skopje Technological Industrial and Development Zone Bunardzik Skopje 1, Str.102, Ilinden, 1041, Republic of
NorthMacedonia
Johnson Matthey Poland Spółka z ograniczoną odpowiedzialnością ul. Alberta Einsteina 6, 44-109, Gliwice, Poland
Johnson Matthey Battery Materials Poland spółka z ograniczoną
odpowiedzialnością
ul. Alberta Einsteina 6, 44-109, Gliwice, Poland
+ Macfarlan Smith Portugal, Lda Largo de São Carlos 3, 1200-410, Lisbon, Portugal
Johnson Matthey Catalysts Korea Limited (Jung-dong), #802-11, 33 Dongbaek 3-ro 11 beon-gil, Giheung-gu,
Yongin-si, Gyeonggi-do, Korea, Republic of
Johnson Matthey Korea Limited (Taepeyongro-1ga), S8020, 8F, 136 Sejong-daero, Jung-gu, Seoul, Republic of Korea
Johnson Matthey Singapore Private Limited 9 Raffles Place, 13-03 Republic Plaza, Singapore, 048619, Singapore
Johnson Matthey (Proprietary) Limited c/o Thomson Wilks Attorneys, 1
st
Floor, Pebble Beach Building, Inanda Greens Business Park, 54 Weirda
Road West, Weirda Valley, Sandton, 2196, Republic of South Africa
Johnson Matthey Research South Africa (Proprietary) Limited c/o Thomson Wilks Attorneys, 1
st
Floor, Pebble Beach Building, Inanda Greens Business Park, 54 Weirda
Road West, Weirda Valley, Sandton, 2196, Republic of South Africa
Johnson Matthey Salts (Proprietary) Limited c/o Thomson Wilks Attorneys, 1
st
Floor, Pebble Beach Building, Inanda Greens Business Park, 54 Weirda
Road West, Weirda Valley, Sandton, 2196, Republic of South Africa
Johnson Matthey AB Victor Hasselblads Gata 8, 421 31 Västra Frölunda, Göteborg, Sweden
Johnson Matthey Formox AB SE-284 80, Perstorp, Sweden
Johnson Matthey & Brandenberger AG c/o PRÜFAG, Wirtschaftsprüfung AG, Badenerstrasse 144, 8004 Zürich, Switzerland
LiFePO4+C Licensing AG Hertensteinstrasse 51, 6004 Lucerne, Switzerland
Johnson Matthey Services (Trinidad and Tobago) Limited Queen’s Park Place, 17-20 Queens Park West, Port of Spain, Trinidad and Tobago
Stepac Ambalaj Malzemeleri Sanayi Ve Ticaret Anonim Sirketi (in
liquidation 06.07.2023)
Güzeloba Mah. Rauf Denktaş Cad., No.56/101, Muratpaşa /Antalya, Turkey
Johnson Matthey Catalyst Technologies – LLC – S.P.C. King Abdullah bin Abdulaziz, 408 Al Saud St, AL BATEEN, Abu Dhabi 20011, United Arab Emirates
* JMEPS Trustees Limited 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
+ Johnson Matthey (Nominees) Limited 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
* Johnson Matthey (Scotland) Limited Partnership
2
c/o DWF LLP, 103 Waterloo Street, Glasgow, Scotland, G2 7BW, United Kingdom
* Johnson Matthey Battery Materials Limited (in liquidation 03.09.2025) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
* Johnson Matthey Davy Technologies Limited 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
* Johnson Matthey General Partner (Scotland) c/o DWF LLP, 103 Waterloo Street, Glasgow, Scotland, G2 7BW, United Kingdom
*# Johnson Matthey Hydrogen Technologies Limited (04393161)
3
5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
# Johnson Matthey Investments Limited (01004368) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
Johnson Matthey Plc 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
*# Johnson Matthey Precious Metals Limited (03657767) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
# Johnson Matthey South Africa Holdings Limited (07419436) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
Johnson Matthey Annual Report and Accounts 2026 208Governance Other informationStrategic report Financial statements
Notes on the Accounts for the year ended 31
st
March 2026 continued
51 Related undertakings (continued)
Entity Registered address
# Johnson Matthey Tianjin Holdings Limited (5391061) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
*# Johnson Matthey UK Holdings Limited (14090567) 5
Matthey Finance B.V.
3
5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
+# Matthey Finance Limited (301279) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
*# Matthey Holdings Limited (03130188) 5
th
Floor, 2 Gresham Street, London EC2V 7AD, United Kingdom
Johnson Matthey Holdings, Inc. 1397 Kings Road, West Chester PA 19380, United States of America
Johnson Matthey Hydrogen Technologies, Inc. 1397 Kings Road, West Chester PA 19380, United States of America
Johnson Matthey Inc.
4
1397 Kings Road, West Chester PA 19380, United States of America
Johnson Matthey Process Technologies, Inc. 1397 Kings Road, West Chester PA 19380, United States of America
Johnson Matthey Stationary Emissions Control LLC 1397 Kings Road, West Chester PA 19380, United States of America
Johnson Matthey USA Holdings Inc. 435 Devon Park Drive, Suite 600, Wayne PA 19087, United States of America
Red Maple LLC (50.0%)
5
Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808, United States of America
Veranova Parent Holdco L.P. (30.0%)
5
1209 Orange Street, New Castle County, Wilmington, Delaware, 19801, United States of America
In some jurisdictions in which the group operates, share classes are not defined and in these instances, for the purpose of disclosure, these holdings have been classified as ordinary shares.
1. Ordinary and non-cumulative redeemable preference shares
2. Limited partnership, no share capital
3. Ordinary preference shares
4. Ordinary and series A preferred stock
5. Joint venture / Associate.
Johnson Matthey Annual Report and Accounts 2026 209Governance Other informationStrategic report Financial statements
Other
information
In this section
211 Basis of reporting – non-financial data
216 Independent Limited Assurance Report
219 Shareholder information
Back
cover
Company details
Essential food systems
Enabled By
From gauze catalysts that produce the
building blocks for fertilisers that help crops
thrive, to technologies that extend produce
shelf life and reduce waste, JM is helping
enable essential systems across farming
and food production.
Johnson Matthey Annual Report and Accounts 2026 210Governance Financial statementsStrategic report Other information
Basis of reporting – non-financial data
This integrated report has been prepared in accordance
with the GRI Standards for the period 1
st
April 2025 to 31
st
March 2026. Our last Annual Report was published in June
2025. All non-financial performance data is reported on a
financial year basis unless otherwise stated.
Johnson Matthey compiles, assesses and discloses
non-financial information to demonstrate to its
stakeholders that it conducts its business in an ethical,
responsible and sustainable manner and where there is a
legal obligation to do so (for example, in accordance with
the UK Companies Act, UK Streamlined Energy and Carbon
Reporting (SECR) regulations, UKModern Slavery Act,
TaskForce on Climate-related Financial Disclosures (TCFD)).
This report reflects the Group’s significant economic,
environmental and social impacts and is framed by the
United Nations Brundtland definition of sustainability
(1987), alongside our 2030 sustainability targets. The
principles of inclusivity, materiality and responsiveness have
shaped the structure and content of the report, helping to
inform our reporting priorities. The report also explains how
we continue to embed sustainability into our business
planning and decision-making processes, and how our
governance framework supports the management of social,
environmental and ethical matters across JM.
Performance data covers all sites under the Group’s financial
control, including Johnson Matthey Plc and its subsidiaries’
manufacturing, research and warehousing operations. Joint
ventures in which the Group holds a minority interest are
excluded. Unless otherwise stated, the data includes
Catalyst Technologies (CT) business.
For the purposes of reporting, separate businesses resident
at the same location are counted as separate sites. Data
from 58 sites was included in this report. Data from new
facilities is included from the point at which the facility
becomes owned by JM and operational. Selected non-
financial data has been third-party limited assured to ISAE
3000 (Revised) standard as described on pages 216 to 217.
Certain employee data is included in the financial accounts
and is also subject to the financial data third-party audit
described on pages 129-136.
Rebaselining of previous years’ data
For environmental data, we rebaseline in accordance with
the recommendations of the Greenhouse Gas (GHG)
Protocol and SECR reporting guidance. We recalculate and
restate historical performance for our operational KPIs from
2019/20 onwards, which is our baseline for our 2030
sustainability targets.
This specifically includes our historical data for Scope 1,
Scope 2 and Scope 3 GHG emissions, water consumption,
waste and emissions to air.
Restatements of previous years’ data in
this report
In addition to rebaselining, there have been some
restatements of data to account for improvements in
methodology, coverage and quality of available data. JM’s
materiality threshold for variance is 5%. We have made
restatements of environmental performance data for the
following KPIs this year:
• Emissions from Scope 3 Category 2 restated due to data
quality improvements.
• Emissions from Scope 3 Category 4 restated due to
improvements in methodology.
• Emissions from Scope 3 Category 9 restated due to
improvements in methodology.
• Emissions from Scope 3 Category 6 restated due to a
calculation correction.
• Emissions from Scope 3 Category 10 restated due to
refinements in methodology.
• Emissions from Scope 3 Category 12 restated due to
improvements in data quality.
• Emissions from Scope 3 Category 15 restated due to
improvements in data quality.
Johnson Matthey Annual Report and Accounts 2026 211Governance Financial statementsStrategic report Other information
Basis of reporting – non-financial data continued
Material topics
In 2024, we partnered with a third party to perform our first
double materiality assessment. Double materiality in ESG
means companies must consider both how ESG issues
impact their business (financial materiality) and how their
business impacts the environment and society (impact
materiality). The process involved a thorough review of our
sector and locations as well as gathering stakeholder
opinions through interviewing our investors, customers,
suppliers, leaders and subject matter experts inside and
outside of JM. Our material topics were identified as:
• Climate change
• Pollution
• Water
• Biodiversity
• Resource use and circular economy
• Own workforce
• Workers in the value chain
• Affected communities
• Consumers and end-users
• Business conduct
These were approved at the SVC meeting in October 2024.
Calculation methodologies for Key
Performance Indicators (KPIs) relating to
our sustainability targets for 2030
Protecting the climate
Our goal: Achieve net zero by 2040
Our operational carbon footprint is reported in tonnes of
carbon dioxide equivalent (tCO
2
e), in accordance with the
GHG Protocol Corporate Standard (2015 revision, www.
ghgprotocol.org) andthe UK Streamlined Energy and
Carbon Reporting (SECR) April 2019 requirements of the UK
Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013.
Scope 1 GHG emissions
Our Scope 1 GHG emissions are generated by the direct
burning of fuel (predominantly natural gas), performing
chemical reactions in our manufacturing processes and
driving company-owned or leased vehicles. They are
calculated in tonnes CO
2
e using conversion factors for each
energy source as published by DEFRA in June 2025. We
include carbon dioxide (CO
2
), nitrous oxide (N
2
O),
refrigerant and methane (CH
4
) process emissions to air in
our Scope 1 calculations. We do not believe we have any
material Scope 1 GHG emissions of PF
5
and SF
6
. When
calculating Global Warming Potentials (GWP) for our
gaseous emissions of GHG we use the values published in
the 6
th
AR from the Intergovernmental Panel on Climate
Change (IPPC).
Scope 2 GHG emissions
Our Scope 2 GHG emissions arise from the use of electricity
and steam procured from third parties for use at our
facilities. They are calculated using the ‘dual reporting’
methodology outlined in the GHG Protocol Corporate
Standard (2015 revision).
For the location-based method of Scope 2 accounting, for
all facilities outside the US, we use national carbon intensity
factors related to the consumption of grid electricity in
2023/2024 made available in the 2025 edition of the world
CO
2
emissions database of the International Energy Agency.
They were purchased under licence in December 2025 for
sole use in company reporting. For US facilities we use
regional carbon factors published by the Environmental
Protection Agency in the January 2025 edition of eGRID
data 2023.
For the market-based method of Scope 2 accounting, we
have applied the hierarchy ofsources for determination of
appropriate carbon intensity factors, as outlined in table 6.3
on page 48 of the GHG Protocol Scope 2 Guidance. We have
successfully obtained carbon intensity factors directly from
our grid electricity suppliers in the EU and the US. However,
it has not been possible to obtain this information from all
suppliers in China, India and non-OECD Europe.
Scope 3 GHG emissions
Our annual Scope 3 GHG emissions are reported according
to the methodology of the GHG Protocol Corporate Value
Chain (Scope 3) Accounting and Reporting Standard. A
variety of accounting techniques were used depending on
the availability of data. All value chain emissions over which
JM has financial control are included; therefore, our Scope 3
reporting does not include raw materials where JM is a toll
manufacturer, i.e. when raw materials used in our factories
always remain in the financial ownership of our customer.
When calculating the GHG footprint of each Scope 3
category, our principle of using themost accurate data
sources was applied in the following order:
• GHG footprint data obtained directly from value chain
partners.
• Mass-based calculations using carbon intensity factors
from respected databases, suchasDEFRA’s GHG
reporting conversion factors and EcoInvent.
• Financial allocation using Watershed’s proprietary
multi-regional Environmentally Extended Input-Output
(EEIO) model, CEDA.
Johnson Matthey Annual Report and Accounts 2026 212Governance Financial statementsStrategic report Other information
Basis of reporting – non-financial data continued
Scope 3 GHG category as defined by GHG Protocol Calculation methodology
1. Purchased goods and services Where mass of purchased goods was available, this was used in combination with GHG intensity factors obtained either from
suppliers or EcoInvent. For the remaining purchased goods and services a financial allocation (EEIO model) was used.
2. Capital goods Financial allocation (EEIO model) using geographical breakdown of data shown in note 11, ‘Property, plant and equipment,’
onpage 163.
3. Fuel- and energy-related activities DEFRA’s GHG reporting conversion factors 2025 were used to calculate well-to-tank GHG emissions from fuel usage,
transmission and distribution losses from purchased electricity, and well-to-tank and transmission and distribution losses of
energy from steam.
4. Upstream transportation and distribution A financial allocation was made based on spend and intensity factors from the EEIO model, with data split into upstream/
downstream using invoice information.
5. Waste generated in operations Where GHG footprints were available from waste service providers they were used, otherwise DEFRA’s GHG reporting
conversion factors 2025 were used according to mass of waste disposal by destination.
6. Business travel Footprints for business travel for air, rail and hotel were obtained from our business travel service providers, where possible.
For all other travel-related items, distance was preferentially used in combination with DEFRA’s GHG reporting conversion
factors 2025. Otherwise, a financial allocation was made based on expenses and intensity factors from the EEIO model.
Accounting is by date of financial transaction report.
7. Employee commuting Data is obtained through an annual employee survey of distance travelled per week by modes of transport. DEFRA’s GHG
reporting conversion factors 2025 are used to calculate the GHG intensity of each transport type and WFH emissions.
8. Upstream leased assets Activity-based secondary emission factors were used on floor space and geographical data.
9. Downstream transportation and distribution A financial allocation was made based on spend and intensity factors from the EEIO model, with data split into upstream/
downstream using invoice information.
10. Processing of sold products Where possible, calculations have been made using the mass or number of products sold and attributing an emissions
conversion associated with a catalyst activation step by downstream customers for products requiring this. For Clean Air
products, an emission factor associated with welding/canning was used.
11. Use of sold products We have removed Use of sold products from our footprint by agreement with the SBTi, as it determined that the emissions we
reported in this category were ‘indirect’ and should not, therefore, be included.
12. End of life treatment of sold products Given no visibility of the end-of-life treatment/use of JM products, the mass of sold products has been mapped against an
emission factor associated with the recycling of PGMs to retain the precious metals, with remainder mass associated with
GHG emissions for landfill activities or open/closed loop metal scrap where known.
13. Downstream leased assets Activity-based secondary emission factors were used on floor space and geographical data.
14. Franchises JM does not have any franchises.
15. Investments GHG intensity factors from our pensions trustee providers were used and applied to pension-related financials. Scope 1 and 2
emissions from JM’s joint ventures, proportional to JM’s stake of ownership.
Johnson Matthey Annual Report and Accounts 2026 213Governance Financial statementsStrategic report Other information
Basis of reporting – non-financial data continued
Protecting nature and
advancing the circular economy
Our goal: Conserve scarce resources
Our KPI to monitor how we are advancing the circular
economy isameasurement of all % recycled platinum
group metals in our manufactured goods on a mass basis.
We include use of five PGMs – platinum, palladium,
rhodium, ruthenium and iridium — in our target. This is
defined as the weighted global average of all PGM sponge
used to manufacture goods in our plants over the course of
the reporting year and includes metal that is both sourced
and funded by JM and metal sourced and funded by our
customers. We define primary metal as metal from a mine
or originating outside of the refining loop. This is measured
by recording the amount of metal matching this description
that has been used inproduct manufacturing over the given
time-period. We define secondary or recycled metal as
platinum group metal-bearing material that has come from
an end use (including post-consumer product scrap and
waste materials) and has not come to JM in the form of ingot,
concentrate or matte directly from a mining process.
This makes up the balance of metal that has been used in
product manufacturing over thegiven time-period.
Refining,“intake”, figures are based on estimated assays,
based onthescrap etc that is sent in from customers and
sampled, prior to the refining process.
The assay amounts are finalised throughout the year, and
adjustments are periodically made to the reporting figures
to account for any differences between the original
estimated numbers vs. the final numbers.
Our goal: Minimise our environmental footprint
Total hazardous waste sent offsite fortreatment
This metric is a record of how much hazardous waste we
generate from our operations that canno longer be used by
JM and has to be sent off site for treatment.
We define hazardous waste in line with local regulatory
requirements in the particular territory where the waste is
generated. For example, in Europe we consider the EU
Waste Framework Directive (Directive 2008/98/EC of the
European Parliament and of the Council). We measure the
amount of solid and liquid hazardous waste and report in
metric tonnes ofmaterial. We measure the total weights
sent off site, including any entrained water, andwe consider
all material waste no longer of use to JM.
We categorise its destination in the following ways:
• Sent outside JM for beneficial reuse.
• Sent outside JM for recycling.
• Sent outside JM for incineration with energy recovery.
• Sent outside JM for incineration or treatment without
energy recovery.
• Sent outside JM for landfill disposal.
Net fresh water consumption
This KPI is a record of how much water we withdraw
through our operations.
The KPI includes all freshwater sources – mains supplied
water that we receive from municipalities, public or private
utility companies, ground water that is extracted from
below the earth’s surface and fresh surface water that we
extract from rivers, wetlands, lakes etc.
We do not include rainwater or any brackish surface water.
We subtract any water that is returned to the source from
which it is extracted at the same or better quality.
Freshwater consumed in regions of high or
extremely high baseline water stress
We use the World Resource Institute’s (WRI) Water Risk Atlas
tool to identify facilities which are located in regions with a
high or extremely high baseline water stress level.
Promoting a safe, diverse
and equitable society
Definition of employees and contractors
These definitions are used when reporting the Health and
Safety KPIs on page 37 of this report. For Employee
headcount numbers, only permanent and temporary
employees arecounted as ‘Employees“’.
Reported as ‘Employees’
Permanent
employees
Temporary
employees
Agency
employees
Continuously
site based
Continuously
sitebased
Continuously
sitebased
Contract
signed directly
between JM
and individual
and paid
regular salary
and other
benefits by JM
Fixed term
contract signed
directly between
JM and
individual. Paid
regular salary
and other
benefits by JM
Person employed
by an agency
performing tasks
that would
normally be
expected to be
undertaken by a
JM employee
Work is
directly
supervised
byJM
Work is directly
supervised by JM
Work is directly
supervised by JM
Reported as ‘Contractors’
Outsourced
function
Specialist
service Projects
Continuously or
regularly
sitebased
One-off project
or regularly
based on site
One-off project
Facility
management
– catering,
cleaning or
grounds
maintenance;
IT; and
occupational
health, where
outsourced
Small scale
building or
ground works;
repairing
specialist plant
or equipment;
low level
maintenance;
small scale
repairs to
offices or other
buildings; stack
monitoring
Construction
work,
capitalproject
work, major
maintenance
activities
Work is
supervised by
contractor and
monitored
byJM
Work is
supervised by
contractor and
monitored
byJM
Work is
supervised by
contractor and
monitored byJM
Johnson Matthey Annual Report and Accounts 2026 214Governance Financial statementsStrategic report Other information
Basis of reporting – non-financial data continued
Our goal: Keep people safe
Total recordable injury and illness rate (TRIIR) is defined
as the number of recordable cases per 200,000 hours
worked in a rolling year and includes cases affecting both
our employees and contractors.
A recordable case (as defined under the US Occupational
Safety and Health Administration (OSHA) Regulations) is
defined as a work-related accident or illness that results in
one or more of the following: absence of more than one
day; medical treatment beyond first aid; death; loss of
consciousness; and restricted work or transfer to
anotherjob.
TRIIR =
annual employee + temp + cont recordable
injury/illness events x 200,000
annual employee + temp + cont hours worked
The OSHA severity rate is a calculation that gives a
company an average of the number of lost days and
restricted days per 200,000 hours worked in a rolling year
and includes cases affecting both our permanent/temporary
employees and agency employees.
Lost time case is a work-related injury or illness case that
requires an employee to spend one or more full days away
from work other than the day of injury or illness.
Lost time injury
frequency rate
(LTIFR)employees
=
annual employee + temporary
employees lost time injury
events x 1,000,000
annual employee + temporary
employees hours worked
LTIFR
contractors
=
annual contractor lost time injury
|events x 1,000,000
annual contractor hours worked
Occupational
illness frequency
rate (OIFR)
=
annual employee + temporary
employees occupational illness
events x 1,000,000
annual employee + temporary
employees hours worked
The process safety event severity rate (PSESR) is
measured according to the methodology approved by the
International Council of Chemical Associations (ICCA).
Themetric first requires a determination that the event is to
be included in the PSESR calculation and then determining
the severity using the severity table.
In determining this rate, 1 point is assigned for each Level 4
incident attribute, 3 points for each Level 3 attribute, 9
points for each Level 2 attribute, and 27 points for each
Level 1 attribute. The PSESR is recorded as a 12-month
rolling number. Total worker hours include employees,
temporary employees and contractors.
Theoretically, a process safety event could be assigned a
minimum of 1 point (i.e. the incident meets the attributes
of a Level 4 incident in only one category) or a maximum
of135 points (i.e. the incident meets the attributes of a
Level 1 incident in each of the fivecategories).
ICCA process safety event severity rate (Level 4 to
Level 1) = Total severity score for all events per
200,000hrs worked during the year
A Tier 1 process safety event (T-1 PSE) is a loss of primary
containment (LOPC) with the greatest consequence as
defined by American Petroleum Institute recommended
practice (RP) 754.
Tier 1 rate =
annual Tier 1 process safety
events x 1,000,000
total annual hours worked
Our goal: Create a diverse, inclusive and
engaged company
Employee engagement
All employees, who joined JM at least three months before
the survey launch date, are invited to voluntarily complete
an employee survey at regular intervals to determine the
engagement and wellbeing of staff using a standard
methodology defined by Workday Peakon – an independent
third party used by companies globally. All responses are
submitted confidentially to Workday Peakon and results are
independently analysed and shared with all managers who
met the minimum response threshold of five responses
fromtheir team.
For reporting we use the latest survey available at the end of
the fiscal year. Engagement level is tracked at both the
annual survey and the pulse surveys, where the latter is a
subset of questions asked to all JM employees.
Through the surveys we measure attributes on a scale of
zero to 10. The surveys measure employee engagement
through three questions:
1. to what extent they would recommend JM as an employer
to others;
2. to what extent they intend to stay with JM; and
3. in general how satisfied they are with their employment
at JM.
Female representation across all
management levels
This is the percentage of all management level employees
(all employees whether they are apeople manager or not,
at a minimum compensation grade) who self-disclosed as
female on 31
st
March in the reporting year.
For the purposes of reporting, we use the identifiers
‘female’, ‘male’ and ‘not disclosed’
for the category ofgender as captured in our HR system.
Gender is self-disclosed by theindividual.
Johnson Matthey Annual Report and Accounts 2026 215Governance Financial statementsStrategic report Other information
Independent Limited Assurance Report
ERM Certification and Verification Services Limited (“ERM CVS”) was engaged by Johnson Matthey plc (“Johnson Matthey”) to provide
limited assurance in relation to the selected information set out below and presented in the Johnson Matthey Annual Report and
Accounts 2026 and Sustainability Performance Databook 2026 (together the “Reports”).
Engagement summary
Scope of our assurance
engagement
Whether the following Selected Information for 2025/26, as indicated in Appendix A, is fairly presented in the Reports, in all material respects,
inaccordance with the reporting criteria.
Our assurance engagement does not extend to information in respect of earlier periods or to any other information included in the Reports.
Selected Information As listed in Appendix A
Reporting period 1 April 2025 to 31 March 2026
Reporting criteria • Johnson Matthey’s basis of reporting found in the ‘Basis of Reporting’ tab of Johnson Matthey’s Sustainability Performance Databook 2026
• The GHG Protocol Corporate Accounting and Reporting Standard (WBCSD/WRI Revised Edition 2015) for Scope 1 and Scope 2 GHG emissions
• GHG Protocol Scope 2 Guidance (An amendment to the GHG Protocol Corporate Standard (WRI 2015) for Scope 2 GHG emissions
• The Corporate Value Chain (Scope 3) Accounting and Reporting Standard (WBCSD/WRI 2011) for Scope 3 GHG emissions
• Occupational Safety and Health (OSHA) regulations
Assurance standard and
level of assurance
We performed a limited assurance engagement, in accordance with the International Standard on Assurance Engagements ISAE 3000 (Revised)
‘Assurance Engagements other than Audits or Reviews of Historical Financial Information’ and in accordance with ISAE 3410 for Greenhouse Gas data
issued by the International Auditing and Assurance Standards Board.
The procedures performed in a limited assurance engagement vary in nature and timing from and are less in extent than for a reasonable assurance
engagement and consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would
have been obtained had a reasonable assurance engagement been performed.
Respective responsibilities Johnson Matthey is responsible for preparing the Reports and for the collection and presentation of the information within it, and for the designing,
implementing and maintaining of internal controls relevant to the preparation and presentation of the Selected Information.
ERM CVS’ responsibility is to provide a conclusion to Johnson Matthey on the agreed assurance scope based on our engagement terms with
JohnsonMatthey, the assurance activities performed and exercising our professional judgement.
Our conclusion
Based on our activities, as described on the next page, nothing has come to our attention to indicate that the Selected Information for 2025/26 is not fairly presented in the Reports,
in all material respects, in accordance with the reporting criteria.
Johnson Matthey Annual Report and Accounts 2026 216Governance Financial statementsStrategic report Other information
Independent Limited Assurance Report continued
Our assurance activities
Considering the level of assurance and our assessment of
the risk of material misstatement of the Selected Information
a multi-disciplinary team of sustainability and assurance
specialists performed a range of procedures that included,
but was not restricted to, the following:
• Evaluating the appropriateness of the reporting criteria
for the Selected Information;
• Interviewing management representatives responsible for
managing the Selected Information;
• Interviewing relevant staff to understand and evaluate
the management systems and processes (including
internal review and control processes) used for collecting
and reporting the Selected Information;
• Reviewing of a sample of qualitative and quantitative
evidence supporting the Selected Information at a
corporate level;
• Performing an analytical review of the year-end data
submitted by all locations included inthe consolidated
2025/26 group data for the Selected Information which
included testing the completeness and mathematical
accuracy of conversions and calculations,
andconsolidation in line with the stated reporting
boundary;
• Conducting visits to four Johnson Matthey facilities in
Germany, Malaysia, UK and USA to review source data
and local reporting systems and controls;
• Evaluating the conversion factors, emission factors and
assumptions used; and
• Reviewing the presentation of information relevant to the
assurance scope in the Reports to ensure consistency with
our findings.
The limitations of our engagement
The reliability of the Selected Information is subject to
inherent uncertainties, given the available methods for
determining, calculating or estimating the underlying
information. Itis important to understand our assurance
conclusions in this context.
Our independence, integrity and quality
control
ERM CVS is an independent certification and verification
body accredited by UKAS to ISO 17021:2015. Accordingly,
we maintain a comprehensive system of quality control,
including documented policies and procedures regarding
compliance with ethical requirements, professional
standards, and applicable legal and regulatory requirements.
Our quality management system is at least as demanding as
the relevant sections of ISQM-1 and ISQM-2(2022).
ERM CVS applies a Code of Conduct and related policies to
ensure that its employees maintain integrity, objectivity,
professional competence and high ethical standards in their
work. Our processes are designed and implemented to ensure
that the work we undertake isobjective, impartial and free
from bias and conflict of interest. Our certified management
system covers independence and ethical requirements that
are at least as demanding as the relevant sections of the
IESBA Code relating to assurance engagements.
ERM CVS has extensive experience in conducting assurance
on environmental, social, ethical and health and safety
information, systems and processes, and provides no
consultancy related services to Johnson Matthey in
anyrespect.
27 May 2026
London, United Kingdom
ERM Certification and Verification Services Limited
www.ermcvs.com I post@ermcvs.com
Johnson Matthey Annual Report and Accounts 2026 217Governance Financial statementsStrategic report Other information
Independent Limited Assurance Report continued
Appendix A: Selected Information
# Selected Information Unit of Measure
2025/26
includingCatalyst
Technologies
2025/26
excludingCatalyst
Technologies
1 Total Scope 1 GHG emissions tonnes CO
2
e 217,951 87,561
2 Total Scope 2 GHG emissions
(market-based)
tonnes CO
2
e 18,908 13,449
3 Total Scope 2 GHG emissions
(location-based)
tonnes CO
2
e 151,442 118,782
4 Total Scope 1 and 2 GHG emissions
(market-based)
tonnes CO
2
e 236,859 101,010
5 Total Scope 1 and 2 carbon intensity
(market-based)
tonnes CO
2
e /
tonne sales
2.5 1.6
6 Year on year change in Scope 1 and 2
carbon intensity
% -0.7% -2.6%
7 Total energy consumption MWh 1,086,212 714,277
8 Total non-renewable energy consumption kWh 810,832,872 513,378,816
9 Total renewable energy purchased
orgenerated
kWh 275,378,758 200,898,649
10 Certified renewable electricity consumption % 68% 64%
11 Total Scope 3 (Category 1) Purchased
Goods and Services GHG emissions
tonnes CO
2
e 2,911,366 2,532,703
12 Total Scope 3 (Category 3) Fuel and Energy-
related GHG emissions
tonnes CO
2
e 34,025 23,054
13 Total Scope 3 GHG emissions tonnes CO
2
e 3,219,886 2,770,444
14 Total freshwater withdrawal (all sources) m
3
1,498,195 793,199
15 Total water discharged back to
originalsource
m
3
57,929 13,622
16 Net freshwater consumption 000’s m
3
1,438 777
17 Freshwater consumed in regions of high or
extremely high baseline water stress
000’s m
3
326 258
18 Average direct Chemical Oxygen
Demandof wastewater (COD)
mg/L 249 34
19 Coverage for COD reporting % 50% 46%
20 Total waste recycled/reused tonnes 35,825 30,536
21 Total waste sent off site to landfill tonnes 3,496 1,707
22 Total waste sent offsite for incineration
with energy recovery
tonnes 1,304 1,048
23 Total waste sent offsite to incineration or
treatment without energy recovery
tonnes 19,696 19,638
24 Total waste sent off site tonnes 60,320 52,929
25 Total Hazardous waste recycled/reused tonnes 24,041 20,477
26 Total Hazardous waste sent off site
tolandfill
tonnes 588 187
# Selected Information Unit of Measure
2025/26
includingCatalyst
Technologies
2025/26
excludingCatalyst
Technologies
27 Total Hazardous waste sent offsite
forincineration with energy recovery
tonnes 257 155
28 Total Hazardous waste sent offsite
forincineration or treatment without
energy recovery
tonnes 15,671 15,620
29 Total Hazardous waste sent off site
fortreatment
tonnes 40,557 36,438
30 Total solid waste disposed off site tonnes 3,516 2,430
31 Total solid waste generated for
treatmentoff site
tonnes 16,449 13,162
32 Total solid waste sent off site to be
reused/recycled
tonnes 12,933 10,732
33 Nitrogen oxides (NOx) emissions to air tonnes 246 153
34 Sulphur oxides (SOx) emissions to air tonnes 34 34
35 Volatile organic chemicals (VOCs)
emissions to air
tonnes 20 12
36 Coverage for NOx reporting % 80% 77%
37 Coverage for SOx reporting % 68% 66%
38 Coverage for VOCs reporting % 73% 71%
39 Tonnes of GHGs avoided by using
JMtechnology
tonnes CO
2
e 2,274,248 2,274,248
40 % of recycled PGMs (Platinum
GroupMetals) in Johnson Matthey’s
manufacturing products
% 73% 73%
41 Lost Time Injury Frequency Rate (LTIFR)
employees
n/million
hours
1.13
◆
42 Lost Time Injury Frequency Rate (LTIFR)
contractors
n/million
hours
0.96
◆
43 Occupational Illness Frequency Rate (OIFR) n/million
hours
0.11
◆
44 Tier 1 Process Safety events rate Tier 1 events/
1,000,000
hours
0.09
◆
45 Total Recordable Injury and Illness Rate
(TRIIR) employees + contractors
n/200,000
hours
0.47
◆
46 ICCA Process Safety Event Severity Rate
(PSESR)
PSESR/
200,000 hours
0.63
◆
47 % of female representation at all
management levels
% 32%
◆
◆ Please see Johnson Matthey’s note on their EHS and People data reporting boundary in the “Externally assured selected information
by ERM CVS” data table of the Sustainability Performance Databook 2026.
Johnson Matthey Annual Report and Accounts 2026 218Governance Financial statementsStrategic report Other information
Shareholder information
Key shareholder facts
Johnson Matthey share price as at 31
st
March 2026 (also showing the five previous years)
2021 2022 2023 2024 2025 2026
3,013p 1,879p 1,983p 1,789p 1,324p 1,897p
By location
Number of shares
1
Percentage
UK and Eire 98,789,409 58.17%
USA and Canada 38,637,822 22.75%
Continental Europe 16,291,707 9.59%
Asia Pacific 4,158,258 2.45%
Rest of World 11,890,813 7.00%
Unidentified 63,039 0.04%
Total 169,831,048 100.00%
By category
Number of shares
1
Percentage
Investment and unit trusts 117,759,110 69.34%
Pension funds 13,725,264 8.08%
Individuals 190,089 0.11%
Custodians 447,555 0.26%
Insurance companies 3,591,454 2.11%
Sovereign wealth funds 4,153,863 2.45%
Charities 312,934 0.18%
Other 29,650,779 17.47%
Total 169,831,048 100.00%
By size of holding
Number of
holdings
Percentage of
holders
Percentage of
issued capital
1,2
1 – 1,000 3,363 74.90% 0.54%
1,001 – 10,000 760 16.93% 1.13%
10,001 – 100,000 190 4.23% 3.78%
100,001 – 1,000,000 150 3.34% 30.01%
1,000,001 – 5,000,000 20 0.45% 21.62%
5,000,001 and over 7 0.16% 42.91%
Total 4,490 100.00% 100.00%
Dividend – pence per share
2021 2022 2023 2024 2025 2026
Interim 20.00 22.00 22.00 22.00 22.00 22.00
Final 50.00 55.00 55.00 55.00 55.00 55.00
Total ordinary 70.00 77.0 0 77.0 0 77.00 77.0 0 77.0 0
Issued share capital balances exclude treasury shares of 168,055,752.
The size of holding figures as a percentage of the issued share capital are approximate due to the liquidity of the register.
The Board is proposing a final dividend for 2026/27 of 55.00 pence, to take the total for the
year to 77.00 pence.
Johnson Matthey Annual Report and Accounts 2026 219Governance Financial statementsStrategic report Other information
Shareholder information continued
Electronic communications
We’re encouraging our shareholders to receive their
shareholder information by email and via our website.
Thisallows us to provide you with information quicker and
helps us to be more sustainable by reducing paper and
printing materials.
To register for electronic shareholder communications, visit
our registrar’s website: shareview.co.uk
Dividends
Dividends can be paid directly into shareholders’ bank or
building society accounts. This allows you to receive your
dividend immediately and is cost-effective for the company.
To take advantage of this, please contact Equiniti via:
shareview.co.uk or complete the dividend mandate form
you receive with your next dividend cheque. A Dividend
Reinvestment Plan is also available which allows shareholders
to purchase additional shares in the company.
Matthey.com
You can find information about the company quickly and easily
on our website: matthey.com. Here you will find information
on the company’s current share price together with copies
of the group’s full-year and half-year reports, and major
presentations to analysts and institutional shareholders.
Enquiries
Shareholders who wish to contact Johnson Matthey Plc
on any matter relating to their shareholding are invited
to contact the company’s registrar, Equiniti Limited.
Theircontact details are included below.
Online: shareview.co.uk
By phone: +44(0)371 384 2344
Please use the country code when calling from outside the
UK. When you call, please quote your 11-digit Shareholder
Reference Number.
Telephone lines are open 8.30am to 5.30pm Monday to
Friday excluding public holidays in England and Wales.
By post: Equiniti, Highdown House, Yeoman Way, Worthing,
West Sussex BN99 6DA
Equiniti also offer a share dealing service by telephone:
0345 603 7037 or online: shareview.info/products/
buyandsell/
Shareholders may also contact the company directly using
the details below.
By phone: +44 20 7269 8000
By email: jmir@matthey.com
By post: The Company Secretary, Johnson Matthey Plc, 5
th
Floor, 2 Gresham Street, London EC2V 7AD
American Depositary Receipts
Johnson Matthey has a sponsored Level 1 American
Depositary Receipt (ADR) programme which BNY
administers and for which it acts as Depositary. Each ADR
represents two Johnson Matthey ordinary shares. The ADRs
trade on the US over-the-counter (OTC) market under the
symbol JMPLY. When dividends are paid to shareholders, the
Depositary converts those dividends into US dollars, net of
fees and expenses, and distributes the net amount to
ADRholders.
For enquiries, BNY can be contacted on 1-866-259-0036
toll free if you are calling from within the US, and
+1 201-680-6825 for international callers.
Alternatively,they can be contacted by email:
shrrelations@cpushareownerservices.com
or via their website at: adrbnymellon.com
Financial calendar 2026
4
th
June
Ex dividend date for 2026 final dividend
5
th
June
Record date for 2026 final dividend
16
th
July
Annual General Meeting (AGM)
4
th
August
Payment of final dividend subject to the approval of
shareholders at the AGM
19
th
November
Announcement of results for the six months ending
30
th
September 2026
Johnson Matthey Annual Report and Accounts 2026 220Governance Financial statementsStrategic report Other information