Integrated Annual Report 2025

A person in a yellow jacket sits on a wooden dock overlooking a calm mountain lake surrounded by autumn trees. (photo)

Governance

Administrative, management, and supervisory bodies

Board of Directors and Executive Committee

The Board of Directors is our highest executive oversight body. It has the ultimate authority on matters relating to Sustainability, including climate and nature. Furthermore, the Board of Directors has established a Sustainability Committee responsible for reviewing sustainability and the sustainability performance of the company.

According to the independence criteria described in Board of Directors, 73% of members are independent. 81% have relevant skills in the area of Sustainability/ESG. 37% of the members are female. All members of the Board of Directors are non-executive. Employees and other workers are not directly represented on the Board. By way of delegation of the Board of Directors, the Executive Committee, led by our CEO, is responsible for the management of the company, including pursuing leadership on sustainability, and implementing our strategy. More information on the Board of Directors and the Sustainability Committee can be found in Board of Directors, and on the Executive Committee in Executive Committee.

Functional leadership teams

Functional leadership teams have been established to manage specific sustainability-related topics. These teams are chaired by a senior executive.

Group Sustainability Leadership Team

The Group Sustainability Leadership Team (GSLT), chaired by our Chief Sustainability Officer (CSO), is composed of senior sustainability leaders representing Group Sustainability, our Business Units, and our Operations, Procurement, and Science & Research functions. The GSLT drives the sustainability program of the company and ensures this is translated to the Business Unit and functional plans and strategies. The GSLT agenda includes climate, nature, social impact (including human rights), nutrition, and sustainability reporting.

Operations Leadership Team

Our Operations Leadership Team (OLT) drives excellence and provides us with a competitive advantage in operations. It defines our operations strategy and ensures consistent application of our operational standards by providing overall direction, developing our company-wide SHE&S community, and identifying and jointly executing synergies and value creation.

Operations Committee

The Operations Committee is chaired by our Chief Operations Officer (COO). This Committee consists of the functional leaders of Operations (including SHE&S), Procurement and Supply Chain and ensures the multi-disciplinary connection between functions.

SHE&S Leadership Team

The SHE&S Leadership Team (SHE&S LT) ensures that our SHE&S standards meet the requirement to assure the safety and health of our employees and customers and to protect the environment and our assets. This LT is supported by our functional leadership teams and functional networks. Its role is to connect the overarching strategies and standards with the work of planning and execution carried out by our functions and Business Units.

Human Resources Leadership Team

The Human Resources Leadership Team (HRLT) is responsible for our holistic human resources (HR) agenda. It is chaired by the Chief Human Resources Officer, who is a member of the Executive Committee. The HRLT is composed of the Heads of the Group HR expertise areas, Regional HR and Business Unit HR heads. It sets the strategic direction for HR and aligns the Group and the Business Unit HR agendas. The HLRT discusses cross-cutting HR projects and provides inspiration and expertise on HR topics, including opportunities for improvements and the application of best practices.

Procurement Leadership Team

The Procurement Leadership Team (PLT) is responsible for driving the implementation of our responsible sourcing ambition and regularly reviewing progress. The PLT is chaired by the Chief Procurement Officer (CPO), who reports directly to the COO. The CPO oversees the Responsible Sourcing team, led by the Vice President of Responsible Sourcing. This team is responsible for deploying the responsible sourcing framework across our supply chains and for defining its strategy, guidance, and priorities.

Sustainability-related metrics are embedded in the incentive schemes of our company. For the Executive Committee, sustainability goals are weighted at:

  • 30% of the STI, consisting of Safety and Employee engagement at 15% each

  • 50% of the LTI, consisting of Absolute greenhouse gas reduction (Scope 1 & 2 and Scope 3) and Diversity of the Global Management team at 25% each

The Restricted and Performance Share Unit Plan provides eligible employees with a long-term incentive scheme with comparable conditions and goals to that of the Executive committee.

More information on these schemes can be found in the Compensation report 2025 and Note 27 to the Consolidated Financial Statements.

Statement on due diligence

dsm-firmenich embeds due diligence across our policies and processes for our upstream value chain and our own operations. The stages of the due diligence process, as defined in ESRS 2 GOV-4 and as they relate to our company, are described in the following paragraphs. An overview of the elements of due diligence is provided in the table opposite.

Embedding due diligence in governance, strategy and business model

At dsm-firmenich, our double materiality approach ensures we address both the impacts we create and the risks we face, keeping our strategy aligned with evolving regulations and stakeholder expectations. Our governance structure, led by the Executive Committee and our specialized sustainability teams, guarantees accountability and strategic oversight at every level.

The launch of our Supply Chain Due Diligence standard formalizes this commitment in our supply chain, setting clear expectations for ethical, environmental, and human rights practices across procurement.

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Engaging with affected stakeholders in all key steps of the due diligence

We believe that effective due diligence starts with listening. Workers, communities, and interest groups are engaged at every key step, from risk screening to remediation. Through structured dialogue and accessible grievance mechanisms, we ensure that stakeholder concerns shape our actions and outcomes. This collaborative approach builds trust and drives positive impact across our value chain.

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Identifying and assessing adverse impacts

Our risk-based methodology combines internal expertise, third-party intelligence, and stakeholder input to identify and assess potential adverse impacts, whether related to labor rights, deforestation, or climate.

Suppliers are segmented by risk, enabling targeted, in-depth assessments that inform our prevention and mitigation strategies. Both desktop and on-site audits are key tools in this process, helping us uncover risks efficiently and accurately. This approach allows us to intervene early and allocate resources where they will have the greatest positive impact.

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Taking actions to address those adverse impacts

When risks are identified, we act swiftly and decisively. Tailored corrective action plans, supplier collaboration, and industry initiatives drive continuous improvement. Grievance mechanisms provide affected parties with clear channels for resolution. Where remediation is not possible in our supply chain, we may pursue responsible disengagement, always prioritizing ethical standards and minimizing unintended consequences.

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Tracking the effectiveness of these efforts and communicating

Transparency is central to our approach. We monitor progress through regular reviews, audits, and stakeholder feedback, using lessons learned to refine our processes. Our annual disclosures and sustainability reporting keep stakeholders informed, reinforcing our commitment to accountability and continuous improvement.

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Risk management over sustainability reporting

Material sustainability risks are integrated and managed as part of our company-wide risk management processes. Our company-wide approach to risk management is described in Our approach to risk management.

Material risks are reported twice per year by the Business Units and the Business Partners to the Executive Committee, and, together with the Group Risk Assessment, validated by the Audit & Risk Committee and discussed with the Board of Directors. The material risks are disclosed in Material risks and uncertainties.

Further to this, we reviewed and updated the risk assessment performed in 2024 on the ‘Sustainability reporting for the IAR’ process. The key risk identified for this process related to Data quality. Risk of gaps in sustainability reporting, due to insufficient alignment between process and systems, which could impact our reputation. The Project timeline risk identified in 2024 was considered to be sufficiently mitigated to no longer qualify as a key risk.

The mitigating actions for this risk were:

  • Continue aligning the processes and internal controls for activities relating to sustainability reporting

  • Further combine sustainability data into one data lake and improve data architecture and granularity

  • Continue implementation of knowledge-sharing, competence- and capacity-building, and training to deepen and broaden the CSRD reporting competencies of the team

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