2012-01-05

Jardine, Matheson, & Co.




History of Jardine, Matheson & Co.

Background

The British and other nations had traded informally with China since the beginning of the seventeenth century. Chinese silk and tea gradually became popular in Britain, but imperial China had little need for British manufactured imports such as woollens. Concerned at what they saw as the encroachment of "barbarians" in their Celestial Kingdom, successive Chinese emperors issued numerous edicts restricting trade with foreigners. From the middle of the eighteenth century merchants were restricted to an area of Canton, where they were permitted to trade with Chinese merchants known as hongs through the Thirteen Factories. One of the commodities that the Chinese merchants were interested in buying was opium — considered to have been "the world’s most valuable single commodity trade of the nineteenth century". Trade in the drug was controlled by the East India Company, who had been granted a monopoly by the British crown in 1773 giving them sole access to the opium of Bengal although independent traders could still obtain supplies in Malwa, India. However, opium imports were banned in China as reaffirmed by a 1796 edict issued by the Jiaqing Emperor and the only way that the drug could enter the country was if it was smuggled in. At the time, opium was legal and considered relatively safe in the West. As a result, the trade hungry British Empire considered China's refusal to allow imports of the drug an affront to their principals of free trade espoused by Adam Smith and other leading thinkers of the day.

Early history

The private firm of Jardine, Matheson & Co.

Expansion

During the mid–1830s, the China trade became more difficult due to increased controls by the Chinese government to halt the worsening outflow of silver. This trade imbalance arose because Chinese imports of opium exceeded exports of tea and silk. A rush to participate in the fast developing China trade, which was initially centred on tea, had begun when the East India Company monopoly ended in 1834. From the middle of the seventeenth century this drink had been growing in popularity in Britain and the British colonies, but the trade in teas was far from simple. The British crown charged duty of five shillings per pound (0.45 kg) regardless of the quality, which meant that even the cheapest variety available cost seven shillings per pound — almost a whole week's wages for a labourer. This punitive level of taxation meant that huge profits were available, which gave rise to widespread smuggling to avoid the payment of duty. To profit in the China trade participants had to be ahead of all competition, both legitimate and otherwise. Each year, fast ships from Britain, Europe, and America lay ready at the Chinese ports to load the first of the new season's teas. The ships raced home with their precious cargoes, each attempting to be the first to reach the consumer markets, thereby obtaining the premium prices offered for the early deliveries.

By 1841 Jardines had 19 inter-continental clippers complemented by hundreds of smaller lorchas and other craft used for coastal and upriver smuggling. As well as smuggling opium into China, Jardines traded sugar and spices from the Philippines, exported Chinese tea and silk to England, acted as cargo factors and insurance agents, rented out dockyard facilities and warehouse space as well as financed trade.

Diversification and further expansion

There was no practical alternative [to the opium trade] before the 1870's. It was not until the firm [Jardines] had been forced from the trade as a major participant that it began proposing the use of capital and techniques for many alternative investments in the treaty ports and in the domestic Chinese economy.

Profits accruing to the firm in the early years were enormous. According to one source, over a ten year period the amount divided amongst the partners amounted to $15,000,000 — approximately £129,480,000 at 2011 values, "the greater part of which had been accumulated in the opium traffic." Nevertheless, in the face of increasing domestic Chinese competition and a growing anti-opium movement back home in England, in 1872 Jardines formulated an explicit policy ending significant involvement in the opium trade. This move freed up huge amounts of capital, which were then available for investment in new market sectors. In terms of property, Jardines were the only foreign firm to feature on an 1881 list of the eighteen largest land taxpayers in Hong Kong with a bill of HK$4,000 per annum. Such was the influence of the firm that an old joke ran: "Power in Hong Kong resides in the Royal Hong Kong Jockey Club; Jardine, Matheson & Co; the Hong Kong & Shanghai Banking Corporation; and the Governor – in that order.

Shipping

Railways

Wharves and real estate

On the initiative of Jardines and Sir Paul Chater, The Hongkong and Kowloon Wharf and Godown Company Limited was formed in 1886. Three years later on 2 March 1889, then Tai-pan James Johnstone Keswick again partnered with Chater to form The Hongkong Land Investment and Agency Company Limited (later Hong Kong Land). The first project undertaken by the new company was the reclamation of an area of 65 acres (260,000 m) of building land some 250 feet (76 m) wide along a new waterfront road that came to be known as Chater Road. Following an amalgamation of several local wharves in 1875, Jardine, Matheson & Co. were appointed general managers of the Shanghai & Hongkew Wharf Co., Ltd. In 1883, the Old Ningpo Wharf was added, and in 1890 the Pootung Wharf purchased.

Star Ferry

Hong Kong Tramways Ltd.

Other industries

Insurance

Jardines insurance business, founded as the Canton Insurance Office in 1836 to support its shipping business, began offering underwriting services in many of the places where the company had offices and agencies and, as late as 1860, was still the only insurance company in China. In addition, to cater for clients travelling between Europe and the Far East, the firm had representation along the main steamer routes and at points on the Trans-Siberian Railway, including an agency in Moscow. The Canton Insurance office was later renamed the Lombard Insurance Co.

Jardine Engineering Corporation

Known in Chinese as Yíhé Lóuqì Yǒuxiàn Gōngsī (怡和樓器有限公司), literally, "Happy Harmony Tool House", what became Jardine Engineering Corporation (JEC) in 1923 grew out of the period when the business of importing machinery, tools and industrial equipment to support China’s development, until then handled by Jardine's Engineering Department, increased to a stage where it could stand alone as a separate company. JEC pioneered ammonia-type air conditioners and new types of heating and sanitation as well as in 1935 providing the vault doors for the new headquarters of The Hongkong and Shanghai Banking Corporation in Hong Kong. JEC also introduced fluorescent strip lighting into Hong Kong in 1940 and in 1949 installed the island's first major industrial air-conditioning plant at Tylers Cotton Mill in the Tokwawan District.

Overseas interests

Jardines was the first foreign trading house to establish a base in Japan when William Keswick, a descendant of William Jardine's sister Jean, was sent there in 1859 following the country's opening up to the outside world. He established an office in Yokohama after acquiring Lot No. 1 in the first land sale. Additional offices subsequently opened in Kobe, Nagasaki and other ports where a large and profitable business was conducted in imports, exports, shipping and insurance.
Jardines also operated in Nairobi in the then British protectorate of Kenya through its Jardine Matheson (East Africa) Ltd. subsidiary and held a majority stake in the South African company Rennies Consolidated Holdings.

The firm became so important that for much of the history of the Executive Council of Hong Kong, the business community was represented by 'unofficial members' of the Council who included the head of the Hongkong and Shanghai Banking Corporation and the Tai-pan of Jardines.

Jardine, Matheson and Co. became a limited company during 1906 and until the Second World War was widely referred to as simply the "Firm" or the "Muckle House", muckle being colloquial Scottish for "great".

The EWO companies

Imports and exports

Jardines were a major importer and exporter of all manner of goods prior to the 1937 Japanese invasion of China. Tea and silk ranked high on the list of commodities exported. As long ago as 1801, precursor firms to Jardines had secured the first licences from the East India Company to exports teas to New South Wales and Van Diemen's Land and when the East India Company's trade monopoly was overturned in 1834, the firm lost no time in expanding its tea business. By the 1890s Jardines were exporting large quantities of Keemun. Soochong, Oolong, Gunpowder, and Chun Mee tea. Ocean steamers laden with these cargoes departed from Fuzhou and Taiwan, as well as from the firms godowns (warehouses) on the Shanghai Bund bound for Europe, Africa, and America. Silk played a prominent role as a commodity during Jardine's first century of operation. Before the Japanese invasion, the firm shipped from Japan to America, France, Switzerland, England, and elsewhere. For many years before war broke out in the late 1930s, the firm operated its own EWO Silk Filature or factory for producing the material. The firm also owned large warehouses in Shanghai, Tientsin, Tsingtao, Hankow, and Hong Kong, which provided access to the products of the cold north, such as wool, furs, soya beans, oils, and oilseeds and bristles as well as the produce of the vast agricultural centre, which included tung and other vegetable oils and oilseeds, egg products, bristles, and beans; and also the marketable yield of the sunny south, its tung oil, aniseed, cassia bark, and ginger. Hongkong and Shanghai were the main import and export centres while branch offices also engaged in these activities on a smaller scale dealing in products from timber to foodstuffs, from textiles to medicines, from metals to fertilizers, and from wines and spirits to cosmetics.

Correspondents

From early on in it's history, Jardines did business with a series of "correspondents" in other countries. These companies acted as agents for Jardines and were either independent or partly owned by the firm. In London's Lombard Street, Matheson & Co., Ltd., founded in 1848 as a private house of merchant bankers, became a limited company in 1906 and acted as Jardine's correspondent in London. The company was controlled by Jardines and the Keswick family and was the leading Far Eastern house in London. New York based Balfour, Guthrie & Co., Ltd., a firm founded by three Scotsmen in 1869, looked after the firms interests in the United States of America. Further correspondents were located in various countries in Africa, Asia and Australia. Jardine's sister company in Calcutta, Jardine Skinner & Co. was established in 1844 by David Jardine of Balgray and became a major force in the tea, jute and rubber trades. During the Second World War the company changed its name to Jardine, Henderson, Ltd., later run by John Jardine Paterson.

Jardine Aircraft Maintenance Company (JAMCo)

Group structure c. 1938

This is a snapshot of Jardines in c. 1938.

War and withdrawal from the Chinese Mainland

Unrest and conflict in China in the 1930s, the Second World War from 1939 1945 and the Communist revolution in China in 1949 generated great turmoil in the region and created many challenges for foreign companies such as Jardines to overcome. During the period 1935–1941 the firm had two Taipans – Sir William Johnstone "Tony" Keswick (1903–1990), based at the head office in Shanghai and his younger brother the Hon. Sir John "The Younger" Keswick (1906–1982), in charge of operations in Hong Kong. By 1937, Japan had begun to advance into China and with its entry into the Second World War, the situation worsened for Jardine staff based in the country.
Tony Keswick was shot in the arm by a Japanese official during a 1941 election meeting for the Shanghai Municipal Council held on the Shanghai Racecourse. He escaped major injury but thereafter travelled around the city in a 1925 seven-seater armored car that had been custom-made for Al Capone. The same year John Keswick, facing internment by the occupying forces, left following Hong Kong’s surrender to the invading Japanese on Christmas Day 1941. He managed to escape to Ceylon (Sri Lanka), where he served on the staff of Earl Mountbatten of Burma. Both brothers worked clandestinely as senior operatives for British Intelligence throughout the war.
Many of Jardines’ staff were interned in camps, while others were exiled to Macau, mainland China and elsewhere. Local Chinese staff struggled to survive under Japanese occupation, but several risked their lives to help and support their imprisoned colleagues at great personal risk to themselves.
When the war ended, a handful of emaciated staff emerged from the camp at Stanley to thank those who had helped them, and to celebrate their freedom by re-opening Jardines’ offices in Hong Kong as soon as they could. In Shanghai too, the released internees returned to work almost immediately.

Following the end of hostilities in 1945, the British resumed control of Hong Kong and John Keswick returned to oversee the rebuilding of the firm's facilities that had been damaged during the conflict. In Shanghai he attempted to work with the Communists after capitalists were invited to help rebuild the economy. Believing that they would be more orderly and less corrupt than the Nationalists, Keswick argued for British recognition of the new government, and even attempted to run his company’s ships past Nationalist blockades. Keswick believed that the heavy taxation implemented by the Communist regime was not "anti-foreignism" but an indication of the need for money to maintain a large army and a new government. As well high taxes, a number of foreign firms including Jardines were expected to buy Red "victory" bonds" that would make an overall contribution of $400,000 to the government's coffers. After protests, this requirement was withdrawn by officials on the grounds that "the tax and bond sales commission had no authority to deal with foreigners."

By 1949 although the firm employed 20,000 people, it became increasingly difficult to conduct business in the new People's Republic of China and by the end of 1954, Jardines had either sold, moved or closed down all its operations in mainland China, writing of millions of dollars in the process. As Time magazine reported:

So ended trading in China of the firm with the biggest British investment east of Suez.


Post-war restructuring

Jardine’s Hong Kong operations faced their first post-war challenge as a result of having to comply with the British trade embargo placed against China during the 1950–1953 Korean War. Nevertheless between 1950 and 1980 the firm underwent another period of dramatic transformation. Just as the nineteenth century had brought change with industrialisation, the decades following the Second World War brought a new period of expansion as Jardines sought out new markets to replace those lost in China. When the Korean War ended in 1953, the firm continued to trade with China through the annual Canton Fair, at which approximately half the country’s international trade was conducted through the seven official Chinese state trading corporations.

In 1954, Jardines expanded into Southeast Asia through an investment in Henry Waugh and Co, which had operations in Malaya, Singapore, Thailand and Borneo.
The first formal Reports and Accounts were issued in 1955
In the late 1950s, with support from three banks in London, John and Tony Keswick purchased the last Jardine family interests in the company. After its listing on the Hong Kong Stock Exchange in 1961, the firm acquired controlling interests in the Indo-China Steam Navigation Company and Henry Waugh Ltd. as well as established the Australian-based Dominion Far East Line shipping company.

In 1956, John Keswick returned to England to direct the family estate, appointing Michael Young-Herries in his place as manager of operations in Hong Kong.

1960–1970

Jardine, Matheson and Co. offered its shares to the public in 1961 during the stewardship of Tai-pan Sir Hugh Barton, an offer that was oversubscribed 56 times. The Keswick family, in consortium with several London-based banks and financial institutions, had bought out the controlling shares of the Buchanan-Jardine family for $84 million in 1959 but subsequently sold most of the shares at the time of the public offering, thereafter retaining only about 10% of the company.

The Hong Kong Land owned Mandarin Oriental Hotel opened in 1963 as the first five-star hotel in Hong Kong’s financial district, then one year later the firm’s subsidiary Dairy Farm acquired the fledgling Wellcome supermarket chain, which has since grown into one of the largest retail operations in Asia.

Although trade with the mainland virtually ceased with the coming of the 1966 Cultural Revolution, Jardines still managed to sell six Vickers Viscount passenger aircraft to the Chinese Government during this period.

Representative offices were established in Australia in 1963 and in Jakarta in 1967.

1970–1980

In 1970, Asia’s first merchant bank, Jardine Fleming, opened for business reflecting the greater sophistication of Asia’s financial markets and the increasing personal wealth of individuals, particularly those in Hong Kong.

A 1972 attempt by the Keswick family to install Henry Keswick as chairman met with considerable resistance from supporters of then managing director David Newbigging. However, with the support of institutional investors in London, the Keswicks won the day. Henry was named senior managing director and his father John became chairman, thereby ensuring that the family retained control of Jardines.

Jardines opened the Excelsior hotel in Hong Kong that same year on the site of the original Lot No. 1. purchased by James Matheson more than 120 years before.

Henry Keswick arranged a complete buyout of Reunion Properties, a large real estate firm based in London in 1973, a takeover financed by the creation of an additional seven percent of Jardine Matheson equity. As a result of the acquisition, the company's assets nearly doubled. In the same year, Henry Keswick also oversaw the acquisition of Theo H. Davies & Company, a large trading company active in the Philippines and Hawaii that controlled 36,000 acres of sugar plantations. World sugar prices rose dramatically a few months after the company was purchased by Jardines as a result of the 1973 oil crisis, netting the company substantial gains.

Hong Kong’s building boom presented another opportunity, which Jardines seized with its acquisition in 1975 of leading construction and civil engineering group Gammon Construction. Likewise in the same year, recognizing that there would be demand for quality cars among the increasingly affluent population, the company diversified into the luxury car market by acquiring Zung Fu Motors, which held the distribution rights for Mercedes-Benz vehicles in Hong Kong.

The successful bid by Li Ka-shing owned Cheung Kong Holdings for development sites above the Central and Admiralty MTR stations in 1977 was the first challenge to the Jardine owned Hongkong Land as the premier property developer in Hong Kong.

In 1979, Jardines re-established its presence in mainland China after an absence of more than 25 years with the opening of one of the first foreign representative offices in Beijing, followed by Shanghai and Guangzhou. A year later Maxim's Catering, in which Dairy Farm holds a 50% interest, established the Beijing Air Catering Company Ltd, the first foreign joint venture in mainland China since the start of the ‘open door’ policy. Jardine Schindler followed as the first industrial joint venture.

That same year, Jardine also entered into a joint venture with advertising giant McCann Erickson to form McCann Erickson Jardine (China) Ltd. The new company’s remit was to handle advertising for Western corporations in China as well as advertising in the West for Chinese government-owned foreign-trade corporations and other organisations.

During this decade Jardines also expanded their insurance interests with acquisitions in the United Kingdom and the United States laying the groundwork for the foundation of Jardine Insurance Brokers.

1980–1990

By 1980 the firm had operations in southern Africa, Australia, China, Great Britain, Hong Kong, Indonesia, Japan, Malaysia, Philippines, Saudi Arabia, Singapore, South Korea, Taiwan, Thailand, as well as the United States, and employed 37,000 people. During the following decade, Jardines continued to develop its portfolio of businesses. It expanded its motor interests to the United Kingdom, opened Hong Kong’s first branded convenience store under the 7-Eleven franchise, acquired the Pizza Hut and IKEA franchises in Hong Kong and Taiwan and set up a joint venture with Mercedes-Benz in Southern China. Jardine Pacific was also established to bring together the Group’s trading and services operations in the region and create larger business units.

In late 1980, an unknown party began buying up shares in Jardines. Many observers suspected that either Li Ka-shing or Sir Y K Pao, working alone or together, were attempting to purchase a large enough share in Jardine Matheson to win control of Hongkong Land. In November that year, then Taipan David Newbigging restructed Jardine Matheson and Hongkong Land by increasing their interests in each other and making it impossible for any party to gain control of either company. As a result, however, both companies incurred significant debt. The costs of fighting off Li Ka-Shing and Sir YK Pao forced Jardines to sell its interests in Reunion Properties.

Jardines marked its 150th anniversary in 1982 by setting up the Jardine Foundation, an educational trust offering scholarships to students from the Southeast Asia region to attend Oxford and Cambridge universities. The Jardine Ambassadors Programme was also launched to give young group executives in Hong Kong an opportunity to help the community.

Simon Keswick took over as Taipan in 1983 and quickly moved to reduce the firm’s debt by disposing of their interest in the South African based Rennies Consolidated Holdings. He also implemented a new, decentralised management system with separate divisions responsible for Hong Kong, International and China respectively.

In 1984, Jardine Matheson Holdings Limited ('JMH') was formed as the Group's new holding company incorporated in Bermuda, which had been a British colony since 1612. Two years later Dairy Farm and Mandarin Oriental were listed in Hong Kong. Jardine Strategic was incorporated to hold stakes in a number of group companies.

In March 1988, Simon Keswick announced that he would step down. He was succeeded by Brian M. Powers, an American investment banker who became the first non-British Tai-pan of Jardines. The appointment caused concern among members of the company's more traditional Scottish establishment but Simon Keswick, who had reversed the company's decline, defended his choice of Powers, explaining that Jardine Matheson was now an international company with Hong Kong interests (not vice versa) and that Powers was best qualified to manage the affairs of such a firm. Subsequently, Powers successfully defended the firm against successive takeover bids by Sir Y K Pao and Li Ka-shing working together with the mainland's state-owned China International Trust & Investment Corp. (CITIC) by splitting the group into two interlocking corporate halves, Jardine Matheson and Jardine Strategic, making them virtually takeover-proof. The raiders subsequently signed a pledge that they would not try another attack on any Jardines firm for seven years.

1990–2000

At the beginning of the 1990s, Jardine Matheson Holdings and four other listed group companies arranged primary share listings on the London Stock Exchange in addition to their Hong Kong listings. In 1994, Jardine Matheson asked Hong Kong's Securities and Futures Commission (SFC) for an exemption from the takeover and mergers code, in order to give the company greater security if Chinese parties attempted a hostile takeover of its listed companies after Hong Kong's 1997 handover from British to Chinese sovereignty. However, the SFC refused and so Jardine firm delisted from the Hong Kong Stock Exchange (Hang Seng Index) in 1994 under the tenure of Alasdair Morrison and placed its primary listing in London. Officials in the People's Republic of China (PRC) regarded the delisting as a rebuke to the future of Hong Kong and the government of PRC. This caused trouble when Jardine Matheson attempted to participate in the Container Terminal 9 project but the group’s business interests continued to be managed from Hong Kong and the East Asian focus of its business carried on as before.

In 1996, Jardine Fleming was ordered to pay $20.3 million to three investors for alleged abusive and unsupervised securities allocation practices by Colin Armstrong , head of asset management.
The 1997 Asian financial crisis severely affected both Robert Fleming, Jardine’s partner in the venture and Jardine Fleming itself. Robert Fleming was forced to approve massive lay offs in late 1998. The firm restructured in 1999, buying the remaining 50% stake in Jardine Flemings in return for giving Jardine Matheson an 18% stake in Robert Flemings Holdings, which was subsequently sold to Chase Manhattan Bank for £4.4 billion ($7.7 billion) in April 2000.

Other significant developments during this decade included the merging of Jardine Insurance Brokers with Lloyd Thompson to form Jardine Lloyd Thompson, the acquisition of a 16% interest in Singapore blue-chip Cycle & Carriage and Dairy Farm’s purchase of a significant stake in Indonesia's leading supermarket group Hero. Mandarin Oriental also embarked on its strategy to double its available rooms and capitalize on its brand.

2000–2010

During the first decade of the 21st Century Jardine Cycle & Carriage acquired an initial 31% stake in Astra International, which has since been increased to just over 50% and a 20% shareholding in Rothschilds Continuation Holdings, which rekindled a relationship that began in 1838. Hongkong Land became a Group subsidiary for the first time following a multi-year programme of steady open market purchases while Jardine Pacific raised its interest in Hong Kong Air Cargo Terminals Limited from 25% to 42%.

In 2002 the Group established MINDSET, a mental health charity spearheaded by Jardine Ambassadors as the central focus of the Group’s philanthropic activities. In 2010 it officially opened MINDSET Place, a home for people recovering from the effects of chronic mental illness.

From 2003 onwards, Jardine gradually sold off its various holdings in Theo H. Davies & Co.

Notes

References

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