Sustainability Governance

Governance Structure

SMG has a robust governance framework in place, underpinned by key corporate policies and guidelines such as the Code of Conduct (CoC), Compliance Regulations, Organisational Regulations, and Competency Policy (including clear guidance on financial authority), as well as governance instruments introduced following the IPO, including the Insider Trading Policy, Disclosure Policy, and Management Transaction Policy. Together, these documents guide SMG’s commitment to responsible business conduct. Both the Board of Directors, led by an independent Chairperson, and the Executive Leadership Team operate under clear organisational regulations with transparent corporate governance practices that ensure efficient allocation of responsibilities.

Empowering Sustainability: SMG's Sustainability Governance Framework at a Glance

Board of Directors and its Committees

The Board of Directors holds ultimate responsibility for SMG’s strategic direction and long-term value creation. It oversees all sustainability-related matters and has the final authority to approve the sustainability strategy, including targets, guidelines, and policies. This guides the Group’s purpose, values, and overall sustainability ambitions.

The Board of Directors delegates preparatory work on sustainability-related topics to the RAC, which assists in fulfilling oversight responsibilities. With respect to sustainability, this includes:

Setting the strategic direction and sustainability objectives for SMG’s activities, ensuring alignment between financial interests, business strengths, and sustainability, and reviewing sustainability trends (including climate-trends) and IROs.
Overseeing, approving, and regularly monitoring the periodic DMA and resulting list of material topics.
Reviewing and approving key performance indicators (KPIs) that measure progress against sustainability objectives and material sustainability topics.
Approving the annual sustainability and climate-related disclosures, ensuring accuracy, completeness, and compliance with regulatory requirements.
Annually reviewing emerging regulations, legal requirements, stakeholder expectations, and sustainability trends relevant to SMG.

The RAC usually meets four to five times per year and receives sustainability updates at least twice a year or as needed. It reports regularly to the Board of Directors, sharing proposals, assessments and recommendations to support decision-making. The Board of Directors receives at least one annual update on corporate sustainability progress so it can assess the effectiveness of the underlying processes.

SMG developed the composition of its leadership in 2025. A new member of the Board of Directors appointed as to the Chair of the RAC, bringing extensive experience in sustainability assurance, including deep knowledge of sustainability reporting, assurance processes, and governance structures. This appointment augments the Board of Director’s sustainability expertise and supports effective oversight.

These measures build on earlier efforts to promote sustainability literacy across SMG. In 2024, targeted educational sessions for the highest governing body, facilitated by an external consulting firm, focused on the strategic relevance of sustainability, including TCFD and net-zero commitments. In 2025, the Board of Directors received dedicated updates on new regulatory requirements covering greenwashing and sustainability reporting. These initiatives have improved the Board of Director’s ability to evaluate strategic decisions and risk exposures from a sustainability perspective, supporting robust oversight as requirements evolve.

Executive Leadership Team

The Executive Leadership Team consists of six members: the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Corporate Officer (CCO), and the managing directors of each business unit. They receive updates on the most relevant sustainability issues at least twice a year from the Sustainability Team. The Executive Leadership Team is responsible for embedding the sustainability strategy into operational practices, taking into account the SteerCo’s input. In addition, it:

Reviews and approves the annual sustainability and climate-related disclosures, as well as the DMA and resulting list of material topics, ahead of final approval by the RAC and the Board of Directors.
Delegates the detailed development and implementation of the sustainability strategy to the Sustainability Team.

Recommendations from the Board of Directors, the RAC, and the Executive Leadership Team are incorporated into subsequent reporting periods, ensuring continuous improvement of sustainability governance.

Sustainability Steering Committee

The Sustainability Steering Committee (SteerCo), chaired by the CCO and the CFO, comprises directors from all business units and representatives from key functions such as HR, Finance, and Communications. The SteerCo meets quarterly and acts as a cross-functional decision-making forum to:

Assess strategy and decisions to enhance sustainability impact and integration within the business.
Support the integration of sustainability initiatives across all levels and business units, ensure accountability and progress on the sustainability roadmap.

The Sustainability Team, led by the Head of Corporate Sustainability, is responsible for developing and implementing the sustainability strategy, including risk mitigation measures and initiatives. Together with the Sustainability Reporting Manager, the team ensures accurate sustainability reporting and facilitates SteerCo meetings to align projects with executive goals. To embed sustainability throughout SMG, the Sustainability Team works with external partners and engages with external stakeholders on a regular basis.

Internally, the team works closely with departments and business units with SMG’s Sustainability Champions, who drive engagement and support the implementation of the sustainability roadmap. This structure supports accountability and helps integrate sustainability at all levels.

Integrating Sustainability into the Enterprise Risk Management Framework

SMG advanced the integration of sustainability and climate considerations into its risk management processes in 2025. Sustainability- and climate-related risks, first included in 2024, were again assessed within the ERM cycle, the Group’s central mechanism for identifying, assessing, and monitoring material risks.

Results from the 2025 DMA were a key input into the 2025 ERM cycle for sustainability topics, drawing specifically on the DMA risk dimensions. SMG’s DMA update included a review of the 2024 climate-risk analysis to ensure the scenario-based insights on transition and physical risks remained up to date. To support consistency across frameworks, the methodology used in the financial materiality assessment of the 2025 DMA was aligned with SMG’s ERM approach.

Board of Directors oversight of climate-related risks and opportunities continues through the annual validation of top enterprise risks under ERM and the approval of the Sustainability Report, which includes TCFD disclosures. SMG’s risk assessment process also covers other sustainability-related topics, including social issues, employee-related matters, human rights, and corruption, and were assessed in the 2025 ERM cycle.

Data and risk management models – both general models and SMG’s industry – continue to evolve. SMG is actively improving internal data quality and refining methods for greater insights into potential sustainability- and climate-related risks. This includes improving greenhouse gas (GHG) emissions data across operations and the supply chain, and advancing financial impact assessment capabilities to evaluate exposures more precisely.