Corporate governance

The Audit Committee’s principal responsibilities are:

• To monitor the integrity of the reported financial information, reviewing significant financial considerations and judgements.
• To review the group’s internal control and risk management systems and monitoring the effectiveness of the group assurance function.
• To oversee the relationship with the external auditor including monitoring their independence and objectivity, reviewing and approving external audit fees, recommending reappointment or not, and ensuring a high-quality, effective audit, based on a sound plan.
   

The board has delegated specific responsibilities to the Disclosure Committee which identifies and controls inside information, and determines how or when that information is disclosed, in accordance with applicable legal and regulatory requirements.

The Nomination Committee ensures JM is led by a diverse, high-quality board, with the appropriate skills, knowledge and experience to ensure our long-term success. This includes board and GLT composition and succession planning.

The Remuneration Committee is responsible for Johnson Matthey’s remuneration policy, including determination of fair remuneration for the group Chair, executive directors and senior management, including the General Counsel and Company Secretary. Our remuneration policy is based on both financial and non-financial key performance indicators (KPIs), including sustainability KPIs.

 

Read the Remuneration Committee statement on remuneration consultants

Societal value covers a range of economic, social and environmental topics. The Societal Value Committee assists the board in overseeing the group sustainability strategy, including net zero commitments and science-based GHG targets, monitoring culture and driving a truly inclusive organisation, overseeing the group’s ethical conduct, and keeping up to date with societal value topics, including stakeholder expectations.

 

Read more about our sustainability strategy

Section 172 statement

In promoting the success of the company, the directors must consider the interests of stakeholders and the other matters required by section 172(1) (a) to (f) of the Companies Act, 2006 ('the Act').

The company is a subsidiary of Johnson Matthey Plc and its activities support the wider strategy of Johnson Matthey Plc and its subsidiary companies (“group”). Where appropriate, for example, in matters of long-term strategy, decision-making is aligned with that of the ultimate parent company board, ensuring that stakeholders of the company have been considered.

General confirmation of Directors’ duties

Directors are fully aware of and understand their statutory duties under the Act. Day to day authority is delegated to the executives, and the directors are supported by management in setting, approving and overseeing the execution of the business strategy and related policies. Management considers the company's activities, such as reviewing financial and operational performance, business strategy, key risks, stakeholder-related matters, governance, and legal and regulatory compliance, and make decisions. Section 172(1) of the Act provides that each director must ensure that they act in the way they consider, in good faith, would most likely promote the company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to section 172(1) (a) to (f) as described below.

(a) The likely consequences of any decision in the long term

Johnson Matthey Plc is mindful that decisions made by all group companies could have an impact on other stakeholders where relevant. By considering the group’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the group aims to ensure that the decisions of all group companies, including the company, are consistent and appropriate in all circumstances. The board established the Hydrogen Technologies Leadership Team, a cross functional executive committee, to lead the business. The Hydrogen Technologies Leadership Team met monthly throughout the year, providing experienced leadership on both current operations and longer-term strategy.

(b) Interests of employees

As a member of the wider group, the company supports a truly inclusive organisation that fosters employee engagement and development within a diverse and global workforce. Throughout the year the group has engaged with its workforce through several formal and informal channels. Further information on the group’s policies and employee engagement practices can be found on pages 72 to 73 of Johnson Matthey Plc’s Annual Report and Accounts 2024.

(c) Fostering the company’s business relationships with suppliers, customers and others

Johnson Matthey Plc recognises that fostering the group’s relationship with customers, suppliers, governments and partners is essential to ensure the success of our strategy and long-term success of all group companies. The company directors adhere to these values to foster the company’s business relationships.

(d) Impact of operations on the community and the environment

Sustainability is at the heart of Johnson Matthey Plc’s strategy, and the impact we have on communities and the environment is carefully considered. Being a responsible neighbour continues to be core to our community investment approach. Through our activities we aim to strengthen the communities surrounding our sites by contributing to their long-term resilience and sustainability. Further information about how the group engages with communities and NGOs can be found on pages 51 to 52 of Johnson Matthey Plc’s Annual Report and Accounts 2024.

(e) Maintaining a reputation for high standards of business conduct

The group and the company adheres to the Code of Ethics, Supplier Code of Conduct and Modern Slavery Statements, which set out the high standards and behaviours we expect from those that work for us or with us.

(f) The need to act fairly as between members of the company

The company’s activities support the wider strategy of the group and, owing to the fact the company is a wholly owned subsidiary of Johnson Matthey Plc, the directors are required only to balance the interests of corporate shareholders that are themselves wholly owned subsidiaries of Johnson Matthey Plc, rather than any third-party members.

Section 172(1) Statement

In promoting the success of the company, the directors must consider the interests of stakeholders and the other matters required by section 172(1) (a) to (f) of the Companies Act, 2006 ('the Act').

The company is a subsidiary of Johnson Matthey Plc and its activities support the wider strategy of Johnson Matthey Plc and its subsidiary companies (“Group”). Where appropriate, for example, in matters of long-term strategy, decision-making is aligned with that of the ultimate parent company board, ensuring that stakeholders of the company have been considered.

General confirmation of Directors’ duties

Directors are fully aware of and understand their statutory duties under the Act. Day to day authority is delegated to the executives, and the directors are supported by management in setting, approving and overseeing the execution of the business strategy and related policies. Management considers the company's activities, such as reviewing financial and operational performance, business strategy, key risks, and legal and regulatory compliance to make decisions. Section 172(1) of the Act provides that each director must ensure that they act in the way they consider, in good faith, would most likely promote the company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to section 172(1) (a) to (f) as described below.

(a) The likely consequences of any decision in the long term

Johnson Matthey Plc is mindful that decisions made by all Group companies could have an impact on other stakeholders where relevant. By considering the Group’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the Group aims to ensure that the decisions of all Group companies, including the company, are consistent and appropriate in all circumstances.

(b) Interests of employees

As a member of the wider Group, the company supports a truly inclusive organisation that fosters employee engagement and development within a diverse and global workforce. Throughout the year the Group has engaged with its workforce through several formal and informal channels. Further information on the Group’s policies and employee engagement practices can be found on pages 72 to 73 of Johnson Matthey Plc’s Annual Report and Accounts 2024. Although Johnson Matthey Plc recognises that employees within the Group are fundamental to the future growth and success of the Group, the Company has no direct employees, therefore the consideration of the interests of the company’s employees has not applied to the decisions made by the Directors.

(c) Fostering the company’s business relationships with suppliers, customers and others

Johnson Matthey Plc recognises that fostering the Group’s relationship with customers, suppliers, governments and partners is essential to ensure the success of our strategy and long-term success of all Group companies.

(d) Impact of operations on the community and the environment

Sustainability is at the heart of Johnson Matthey Plc’s strategy, and the impact we have on communities and the environment is carefully considered. Being a responsible neighbour continues to be core to our community investment approach. Through our activities we aim to strengthen the communities surrounding our sites by contributing to their long-term resilience and sustainability. Further information about how the Group engages with communities and NGOs can be found on pages 51 to 52 of Johnson Matthey Plc’s Annual Report and Accounts 2024.

(e) Maintaining a reputation for high standards of business conduct

The Group adheres to the Code of Ethics, Supplier Code of Conduct and Modern Slavery Statements, which set out the high standards and behaviours we expect from those that work for us or with us.

(f) The need to act fairly as between members of the company

The company’s activities support the wider strategy of the Group and, owing to the fact the company is a wholly owned subsidiary of Johnson Matthey Plc, the directors are required only to balance the interests of corporate shareholders that are themselves wholly owned subsidiaries of Johnson Matthey Plc, rather than any third-party members.

Section 172 statement

In promoting the success of the Company, the directors must consider the interests of stakeholders and the other matters required by section 172(1) (a) to (f) of the Companies Act, 2006 ('the Act').

The Company is a subsidiary of Johnson Matthey Plc and its activities support the wider strategy of Johnson Matthey Plc and its subsidiary companies (“Group”). Where appropriate, for example, in matters of long-term strategy, decision-making is aligned with that of the ultimate parent company board, ensuring that stakeholders of the Company have been considered.

General confirmation of Directors’ duties

Directors are fully aware of and understand their statutory duties under the Act. Day to day authority is delegated to the executives, and the directors are supported by management in setting, approving and overseeing the execution of the business strategy and related policies. Management considers the Company's activities, such as reviewing financial and operational performance, business strategy, key risks, stakeholder-related matters, governance, and legal and regulatory compliance, and make decisions. Section 172(1) of the Act provides that each director must ensure that they act in the way they consider, in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to section 172(1) (a) to (f) as described below.

(a) The likely consequences of any decision in the long term

Johnson Matthey Plc is mindful that decisions made by all Group companies could have an impact on other stakeholders where relevant. By considering the Group’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the Group aims to ensure that the decisions of all Group companies, including the Company, are consistent and appropriate in all circumstances.

(b) Interests of employees

As a member of the wider Group, the Company supports a truly inclusive organisation that fosters employee engagement and development within a diverse and global workforce. Throughout the year the Group has engaged with its workforce through several formal and informal channels. Further information on the Group’s policies and employee engagement practices can be found on pages 72 to 73 of Johnson Matthey Plc’s 2024 Annual Report and Accounts. The Company has no direct employees.

(c) Fostering the company’s business relationships with suppliers, customers and others

Johnson Matthey Plc recognises that fostering the Group’s relationship with customers, suppliers, governments and partners is essential to ensure the success of our strategy and long-term success of all Group companies.

(d) Impact of operations on the community and the environment

Sustainability is at the heart of Johnson Matthey Plc’s strategy, and the impact we have on communities and the environment is carefully considered. Being a responsible neighbour continues to be core to our community investment approach. Through our activities we aim to strengthen the communities surrounding our sites by contributing to their long-term resilience and sustainability. Further information about how the Group engages with communities and NGOs can be found on pages 51 to 52 of Johnson Matthey Plc’s 2024 Annual Report and Accounts.

(e) Maintaining a reputation for high standards of business conduct

The Group and Company adheres to the Code of Ethics, Supplier Code of Conduct and Modern Slavery Statements, which set out the high standards and behaviours we expect from those that work for us or with us.

(f) The need to act fairly as between members of the company

The Company’s activities support the wider strategy of the Group and, owing to the fact the Company is a wholly owned subsidiary of Johnson Matthey Plc, the directors are required only to balance the interests of corporate shareholders that are themselves wholly owned subsidiaries of Johnson Matthey Plc, rather than any third-party members.

Section 172(1)

Statement In promoting the success of the company, the directors must consider the interests of stakeholders and the other matters required by section 172(1) (a) to (f) of the Companies Act, 2006 ('the Act').

The company is a subsidiary of Johnson Matthey Plc and its activities support the wider strategy of Johnson Matthey Plc and its subsidiary companies (“Group”). Where appropriate, for example, in matters of long-term strategy, decision-making is aligned with that of the ultimate parent company board, ensuring that stakeholders of the company have been considered.

General confirmation of Directors’ duties

Directors are fully aware of and understand their statutory duties under the Act. Day to day authority is delegated to the executives, and the directors are supported by management in setting, approving and overseeing the execution of the business strategy and related policies. Management considers the company's activities, such as reviewing financial and operational performance, business strategy, key risks, stakeholder-related matters, governance, and legal and regulatory compliance, and make decisions. Section 172(1) of the Act provides that each director must ensure that they act in the way they consider, in good faith, would most likely promote the company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to section 172(1) (a) to (f) as described below.

(a) The likely consequences of any decision in the long term

Johnson Matthey Plc is mindful that decisions made by all Group companies could have an impact on other stakeholders where relevant. By considering the Group’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the Group aims to ensure that the decisions of all Group companies, including the company, are consistent and appropriate in all circumstances.

(b) Interests of employees

As a member of the wider Group, the company supports a truly inclusive organisation that fosters employee engagement and development within a diverse and global workforce. Throughout the year the Group has engaged with its workforce through several formal and informal channels. Further information on the Group’s policies and employee engagement practices can be found on pages 72 to 73 of Johnson Matthey Plc’s 2024 Annual Report and Accounts. The company has no direct employees.

(c) Fostering the company’s business relationships with suppliers, customers and others

Johnson Matthey Plc recognises that fostering the Group’s relationship with customers, suppliers, governments and partners is essential to ensure the success of our strategy and long-term success of all Group companies.

(d) Impact of operations on the community and the environment

Sustainability is at the heart of Johnson Matthey Plc’s strategy, and the impact we have on communities and the environment is carefully considered. Being a responsible neighbour continues to be core to our community investment approach. Through our activities we aim to strengthen the communities surrounding our sites by contributing to their long-term resilience and sustainability. Further information about how the Group engages with communities and NGOs can be found on pages 51 to 52 of Johnson Matthey Plc’s 2024 Annual Report and Accounts.

(e) Maintaining a reputation for high standards of business conduct

The Group and company adhere to the Code of Ethics, Supplier Code of Conduct and Modern Slavery Statements, which set out the high standards and behaviours we expect from those that work for us or with us.

(f) The need to act fairly as between members of the company

The company’s activities support the wider strategy of the Group and, owing to the fact that the ultimate shareholder is Johnson Matthey Plc, the directors are required only to balance the interests of corporate shareholders that are themselves wholly owned subsidiaries of Johnson Matthey Plc, rather than any third-party members.

Section 172(1) Statement

In promoting the success of the Company, the directors must consider the interests of stakeholders and the other matters required by section 172(1) (a) to (f) of the Companies Act, 2006 ('the Act').

The Company is a subsidiary of Johnson Matthey Plc and its activities support the wider strategy of Johnson Matthey Plc and its subsidiary companies (“Group”). Where appropriate, for example, in matters of long-term strategy, decision-making is aligned with that of the ultimate parent company board, ensuring that stakeholders of the Company have been considered.

General confirmation of Directors’ duties

Directors are fully aware of and understand their statutory duties under the Act. Day to day authority is delegated to the executives, and the directors are supported by management in setting, approving and overseeing the execution of the business strategy and related policies. Management considers the Company's activities, such as reviewing financial and operational performance, business strategy, key risks, stakeholder-related matters, governance, and legal and regulatory compliance, and make decisions.

Section 172(1) of the Act provides that each director must ensure that they act in the way they consider, in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to section 172(1) (a) to (f) as described below.

(a) The likely consequences of any decision in the long term

Johnson Matthey Plc is mindful that decisions made by all Group companies could have an impact on other stakeholders where relevant. By considering the Group’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, the Group aims to ensure that the decisions of all Group companies, including the Company, are consistent and appropriate in all circumstances.

(b) Interests of employees

As a member of the wider Group, the Company supports a truly inclusive organisation that fosters employee engagement and development within a diverse and global workforce. Throughout the year the Group has engaged with its workforce through several formal and informal channels. Further information on the Group’s policies and employee engagement practices can be found on pages 72 to 73 of Johnson Matthey Plc’s 2024 Annual Report and Accounts. The Company has no direct employees.

(c) Fostering the company’s business relationships with suppliers, customers and others

Johnson Matthey Plc recognises that fostering the Group’s relationship with customers, suppliers, governments and partners is essential to ensure the success of our strategy and long-term success of all Group companies.

(d) Impact of operations on the community and the environment

Sustainability is at the heart of Johnson Matthey Plc’s strategy, and the impact we have on communities and the environment is carefully considered. Being a responsible neighbour continues to be core to our community investment approach. Through our activities we aim to strengthen the communities surrounding our sites by contributing to their long-term resilience and sustainability. Further information about how the Group engages with communities and NGOs can be found on pages 51 to 52 of Johnson Matthey Plc’s 2024 Annual Report and Accounts.

(e) Maintaining a reputation for high standards of business conduct

The Group and Company adheres to the Code of Ethics, Supplier Code of Conduct and Modern Slavery Statements, which set out the high standards and behaviours we expect from those that work for us or with us.

(f) The need to act fairly as between members of the company

The Company’s activities support the wider strategy of the Group and, owing to the fact the Company is a wholly owned subsidiary of Johnson Matthey Plc, the directors are required only to balance the interests of corporate shareholders that are themselves wholly owned subsidiaries of Johnson Matthey Plc, rather than any third-party members.