Table of contents
Company Information
Board Committees The Board of Directors is supported by three committees that provide specialised oversight and prepare matters for Board’s consideration and decision-making.
Audit Committee The Audit Committee supports the Board of Directors in overseeing financial reporting, internal control and risk management. It monitors the integrity of the annual and consolidated financial statements, reviews the effectiveness of internal control and risk management systems, supervises internal audit activities, and oversees the appointment, independence and remuneration of the statutory auditor. The Committee ensures that appropriate processes are in place to identify and manage significant risks. Its role complements, but does not replace, internal audit. It consists of at least three Non- Executive Directors appointed by the Board for a three-year term. At least one member represents the founding Schréder family, at least one is independent, and at least one has recognised expertise in accounting and auditing. Members of executive management cannot serve on the Committee. The Committee reports directly to the Board of Directors.
Remuneration and Nominations Committee
Strategic and Sustainability Advisory Committee The Strategic and Sustainability Advisory Committee is a Board of Directors committee responsible for advising the Board on the Group’s strategic direction and sustainability priorities. Its primary mission is to review and provide guidance on the development and implementation of the Group’s strategy and sustainability framework as executed by the CEO. In coordination with the Audit Committee (notably on risk matters) and the Remuneration and Nomination Committee (including incentive alignment), the Committee supports the Board in monitoring strategic execution and long-term value creation. The Committee may review any matter within the scope of the CEO’s delegated authority, including examining the Group’s budget and central functions. The Committee consists of four to six members selected from the Board of Directors. The CEO and the Chairman of the Board are both full members. At least one member must represent the founding family. Members are appointed by the Board for a three- year term, in line with their Board mandate and report directly to the Board of Directors.
Governance and Leadership Alignment / Day-to-Day Management
The Board of Directors delegates the day-to-day management of the Group to the CEO. The CEO is responsible for executing the approved strategy and ensuring operational performance across the organisation. To ensure effective execution, the CEO is supported by two key leadership bodies: the Schréder Executive Leadership Team (SELT) and the broader Schréder Executive Team (SET These bodies ensure that strategic objectives are aligned with operational implementation across business units and functions. Sustainability priorities, as defined through the Group’s strategic framework and Double Materiality Assessment, are addressed within this executive structure. Strategic oversight is provided at Board level, while operational implementation is coordinated through the relevant functions and business units. This ensures that environmental, social and governance considerations are progressively embedded into management processes and decision-making.
The Remuneration and Nomination Committee supports the Board of Directors in overseeing the Group’s human resources strategy and leadership governance. The Committee is responsible for defining and reviewing the Group’s overall HR policy and strategic objectives, as well as overseeing the selection, appointment, remuneration, evaluation and succession planning of Directors and members of the Executive Leadership Team who report directly to the CEO. The Committee also monitors talent management, employee engagement, well-being and organisational development initiatives. It consists of at least three members appointed by the Board, including at least one Independent Director and the Board Chairman. At least one member must have recognised expertise in remuneration policy and human resources management. Members are appointed for a three- year term, in line with their Board mandate, and they report directly to the Board of Directors.
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