GOVERNANCE

^GOVERNANCE^{Sustainability oversight and accountability at James Finlay Limited (JFL)}

Board: The JFL Board is comprised of three executive directors and five non-executive directors. The Board meets three times a year and has direct oversight of the sustainability strategy as well as decision-making responsibility for all commitments and targets.

Global Leadership Team: The James Finlay Global Leadership Team oversees the day-to-day running of Finlays, including all business units and sites. This executive function plays a key sponsorship role for the sustainability strategy and provides oversight and direction on all areas.

Finlays Sustainability Team: The Head Office Sustainability Team is responsible for setting Finlays’ sustainability strategy, commitments, objectives, and targets. The Team also works to develop and put in place effective delivery plans and roadmaps within the business units, making sure effective accountability is in place.

Swire Sustainable Development Committee: The Sustainable Development Committee of Finlays’ parent company, John Swire & Sons Limited (Swire), oversees the approach to sustainability for its operating companies. Reports and updates are shared with the Committee at least twice a year to ensure alignment on approach and progress.

^GOVERNANCE^{Our approach to policy and compliance}

Corporate policies at James Finlay Limited are part of our compliance program and overseen by Finlays’ Corporate Affairs Director. The Compliance team ensures all employees understand and are able to access those policies. This is an important part of increasing awareness of key policies within our businesses.

In 2023 we reviewed all policies directly linked to our Code of Conduct. In 2024, the following policies were approved and shared with all employees:

Code of Conduct*
Anti-Money Laundering
Whistleblowing
Procurement
Competition Law
Anti-Bribery and Corruption
Conflicts of Interest
Gifts and Hospitality
Data Privacy*
Political Activity and Charitable Donations

^{* Policies available on our external website}

In 2024 Finlays also developed its ‘No Deforestation Policy’* and updated the following:

Sustainable Sourcing Policy
Human Rights*
Environmental*
Fraud
Modern Slavery Statement

Internal stakeholders participated in the review of policies relevant to their day-to-day activities, and a company-wide communication was sent to everyone with access to our global policies.

* Policies available on our external website

Training
In 2024 in-person training was given to some of our business units on compliance and ethics, covering topics such as modern slavery and human rights. The following online training was updated and delivered in 2024 to all employees globally: Code of Conduct, Modern Slavery, Human Rights.

Internal audit
James Finlay Limited has an extensive Internal Audit function that monitors financial and certain non-financial aspects of the business. It, in turn, is monitored by a series of committees that report to an Audit Committee comprising one independent non-executive director and two representatives of Swire. In addition, the JFL Managing Director, JFL Chief Operating Officer, and Director of Corporate Affairs also attend the Audit Committee meetings together with the Internal Auditor and, as required, a representative from our external auditors, Grant Thornton.

* Policies available on our external website

^GOVERNANCE^{Risk management}

The risk management program at James Finlay Limited is operated via a corporate risk register (CRR), which is a Board responsibility that records and tracks the risks that management is concerned about. The CRR document is a live document that sets a risk agenda which can be included in the company’s business plan. The program itself is overseen by the Corporate Affairs Director and the Compliance Manager.

The CRR evolves by following the steps below:

Identification: Executives identify a range of risks in workshops, and management agrees the top risks based on a standardized risk taxonomy.
Quantification/dimensioning: Executives define, describe, and score risks in dimensioning workshops, evaluating risks by considering scenarios in which they might occur and breaking out scores by impact and vulnerability.
Mitigation and action plan: A subject matter expert (SME) works with the Compliance Manager to review the risk profile and develop mitigation measures via a questionnaire. Management agrees action plans to target specific impacts and vulnerabilities as part of the business plan.
Reporting: Risks are monitored, reported, and visualized on a risk heatmap and various dashboards using the Risk360 integrated risk management platform.

In 2024, a risk workshop was delivered to JFL senior leadership to update the CRR and review any emerging risks. Once mitigations and action plans were agreed, the Compliance Manager met with risk owners on a quarterly basis to track the status of the action plans and ensure Finlays is on course to close any gaps identified during the risk workshop.

In 2023, members of Finlays’ global management team, assisted by the Sustainability team, conducted an exercise to understand the nature of climate risks to the business. This was done using the framework defined by the Task Force on Climate-Related Financial Disclosures (TCFD). The process was facilitated by our parent company (Swire) and a third-party expert, Environment Resources Management (ERM). The key climate risks identified from the process are now being managed through the CRR process. The CRR will be updated further based on relative sustainability risks established through the process outlined above.

^GOVERNANCE^{2024 Financial overview}

^{This was prepared in accordance with statutory reporting guidance, meaning this year, Damin is counted as an investment and therefore not included in the figures.}