Governance

SMG’s business ethics and compliance principles are set out in our CoC, supported by additional policies. The CoC outlines expected behaviours and principles, including prevention and management of conflicts of interest, prohibition of bribery and corruption, safeguarding of confidentiality and data protection, promotion of appropriate personal conduct and workplace safety, commitment to diversity and equal opportunities, prevention of discrimination, and upholding human rights. These business ethics risks are addressed through the implementation of our CoC and related governance mechanisms.

Approved by the BoD, the CoC applies to all employees, including those of our controlled subsidiaries, as well as all members of the BoD. It is publicly accessible at https://swissmarketplace.group/esg.

Internally, the CoC and associated policies are made available to all employees, with updates communicated through multiple channels, such as the legal news section on our intranet. We take any potential breaches of the CoC, internal directives, policies, or guidelines very seriously and implement appropriate corrective measures when necessary.

Regulatory compliance at SMG is overseen by the Group Compliance Officer (GCO), an independent function from the ELT. Additional specialised employees may be designated to ensure compliance in specific legal areas, such as data protection, information security, cybersecurity, and antitrust law. The GCO’s responsibilities include, among other things, ensuring that managers and employees adhere to regulatory requirements and assessing potential legal, reputational, or financial risks. Appointed by and accountable to the BoD, the GCO reports to the Chairman of the RAC. Regular updates on compliance, legal, data protection topics are provided to both the RAC and the ELT as part of the Compliance Update. The BoD receives ad-hoc updates on any critical issues, emerging compliance matters including cybersecurity, and other relevant developments. For more information, refer to the section Empowering sustainability: Our sustainability governance framework at a glance. During the reporting period, eight critical concerns were reported to the RAC and BoD. These related to various compliance topics and were addressed in line with internal protocols, with appropriate follow-up measures initiated. Further details on selected cases are provided in the relevant sections of this report.

SMG has implemented policies to ensure clear processes and to prevent and manage potential conflicts of interest. We actively avoid situations and circumstances that create actual or perceived conflicts between personal, private, or business interests and those of SMG, including cases involving individuals with close personal or professional ties. Potential conflicts of interest are disclosed as soon as they become known. Together with supervisors, Human Resources, Legal Services, or the GCO, we seek solutions that are in line with SMG’s internal guidelines.

Compliance training is a core component of every employee’s onboarding journey via the SLU. This includes a mandatory online course covering the elements of our CoC, such as bribery and corruption, conflicts of interest, and whistleblowing. In 2024, 57% of our employees successfully completed this training. To improve the completion rate, we are implementing strategies to increase accessibility and engagement. These include expanding language options beyond English, enhancing communication through diverse channels, and introducing completion reminders. As part of our onboarding journey, employees also complete mandatory training on data protection and phishing awareness.

At SMG, we have zero tolerance for bribery, corruption, and fraud. Our policy, underpinned by the CoC, is supported by well-defined expense regulations. In addition to mandatory compliance training, the GCO provides targeted sessions for employees at higher risk of exposure to bribery and corruption. These sessions cover various topics, such as the appropriate handling of gifts and hospitality. Dedicated training is also offered to accounting staff to help them identify and report suspicious activity for further investigation by the GCO. Four of such training sessions were conducted in 2024 for around 30 employees.

The risk of corruption in our business activities across all locations is assessed annually as part of SMG’s ERM process, with relevant mitigation measures implemented. In 2024, there were no confirmed cases of corruption, reflecting the effectiveness of our governance system in upholding ethical standards.

We are subject to a range of Swiss laws and regulations in respect of anti-competitive behaviour, including the Swiss Cartel Act and the Swiss Price Surveillance Act.

We are committed to fair and open competition in all markets where we operate, and to complying with applicable Swiss competition and price surveillance laws, supported by our CoC. To raise awareness, our GCO delivers regular training sessions to employees in market-facing roles and senior positions, equipping them to make informed decisions about their business activities.

The risk of anti-competitive behaviour is evaluated annually at group level as part of the ERM process, with appropriate mitigation measures in place. Given the market success and strength of our business, there is a risk that authorities could consider SMG to be dominant or to hold (relative) market power in one or more markets in Switzerland in which we are active with our verticals.

We do not believe that we have market power (within the meaning of the Price Surveillance Act) nor a dominant position or relative market power (as defined in the Cartel Act) in any market in which we are active with our verticals, and to date no authority has issued a decision according to which we hold any such power or position. As a precautionary measure, we nevertheless strive to conduct our business under the assumption that we may be subject to the special obligations that would arise if we held such power or position.

Since our founding in 2021, we have had interactions with relevant authorities in respect of our business activities. Certain of these interactions are ongoing and certain have been concluded. No final judgements or fines related to anti-competitive behaviour were issued in the reporting period.

SMG is dedicated to maintaining a workplace where discrimination, retaliation, and harassment have no place, ensuring an environment built on ethics, compliance, transparency, and trust.

To uphold these principles, we have established a Whistleblowing Policy with clear reporting channels, enabling employees to raise concerns about potential violations. These may include issues related to business ethics, harassment, discrimination, or health and safety risks. Concerns can be reported through line supervisors, Human Resources or anonymously through a dedicated integrity line, which is available across our operations and accessible in English as well as most local languages. All reports are handled with strict confidentiality, assessed promptly, and investigated thoroughly as needed. To protect the anonymity of reporters and the credibility of the process, SMG does not publish the number or specific nature of whistleblowing reports.

We are committed to fostering a safe and open environment where employees feel empowered to speak up. Retaliation against whistleblowers or individuals participating in investigations is strictly prohibited.

Human rights due diligence is embedded as part of our risk management process and integrated into our ERM. We assess the risk of human rights violations, as SMG’s business activities can influence labour rights and workplace conditions both internally and across our supply chain.

In 2024, we addressed the issue of human rights, focusing on due diligence and transparency principles regarding child labour. Given the nature of our operations in the digital sector and the services provided by our suppliers, primarily software development, SMG faces a limited and indirect risk of human rights violations such as child labour. As a result, our overall risk rating remains low based on our business model and employees’ activities.

In line with the DDTrO,²⁴ we conduct an annual review of child labour risks across our operations and supply chain. The 2024 assessment, found no indications or suspicions of child labour within our business operations or supply chain. These findings were communicated to our RAC in March 2025.

Although risks are limited, SMG maintains accessible and effective reporting channels for employees to raise potential human rights concerns (see the section Whistleblowing process). These mechanisms are integral to our commitment to accountability and transparency.