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Sustainability governance
As described in its charter, the Board of Directors’ Audit Committee
holds overall responsibility for overseeing the management of ESG-re-
lated impacts, risks, and opportunities (IROs), reporting into the Board
for related decision-making. Impacts cover areas where GN has a mate-
rial impact on people or the environment, risks cover areas where ESG
issues pose a material financial risk to GN, and opportunities cover ar-
eas where ESG issues present a material financial opportunity to GN.
ESG is a quarterly recurring agenda topic in the Audit Committee. To
ensure oversight of governance issues, business conduct cases re-
ported through GN’s whistleblower hotline, as well as any other gov-
ernance-related topic that requires Board oversight, are also presented
to the Audit Committee on a quarterly basis.
As part of the review and approval of GN’s double materiality assess-
ment (see pages 49-51), in the reporting year, the Audit Committee
was informed about all identified material IROs as part of approving
their materiality, as well as the approach to implementation of due dili-
gence, and results and effectiveness of policies, actions, metrics, and
targets that form the basis of the reporting scope of this report. Aside
from overseeing the identification of material IROs as part of compli-
ance with reporting requirements, the Board also oversees the imple-
mentation of managing material IROs where these have an impact on
the company strategy or relate to matters of risk and compliance.
For an overview of the composition and diversity of the members of
GN’s administrative, management, and supervisory bodies, see pages
36-38. To ensure appropriate skills and expertise in sustainability, ESG
is part of the Board’s annual self-evaluation process. Sustainability-re-
lated skills and expertise related to our material IROs are currently as-
sessed to be sufficient across the Board, but if this changes, it will be
included in Board training or as a requirement in the recruitment of
new members.
Unless a specific element of IRO management requires a separate pro-
ject or program governance to drive progress, all decisions related to
ESG are taken within the existing governance and decision-making
bodies. This reflects that ESG is integrated into existing business pro-
cesses where possible, rather than treating it as a separate topic. Ac-
cordingly, GN does not have a separate ESG or sustainability commit-
tee.
The leaders of GN’s business divisions and functions of scale together
with the CEO and the CFO constitute the Executive Leadership Team
(ELT). The ELT is responsible for monitoring, managing, and overseeing
the implementation of policies, actions, and targets related to effective
management of IROs. Group Sustainability, reporting directly to the
CFO, holds overall responsibility for supporting the business in IRO
management, sustainability strategy development, and ESG reporting.
To ensure required progress on an operational level, ESG is discussed
on at least a quarterly basis in the management teams of all divisions
and functions of scale.
In terms of ESG-related target setting, long-term strategic targets such
as climate targets, are developed by management with support from
key functions and approved by the Board through existing decision-
making mechanisms.
Sustainability-related performance in incentive schemes
As stipulated in our Remuneration Policy and reported in remuneration
reports, annual ESG-related bonus objectives are discussed and ap-
proved by the Remuneration Committee, where the Remuneration
Committee is tasked to ensure ESG bonus objectives are aligned with
the management of the most material ESG issues as part of the Board
of Directors’ wider oversight of ESG topics. Progress on these targets is
continuously monitored by subject matter experts in the business and
discussed quarterly in ELT meetings.
As stipulated in GN’s Remuneration Policy, ESG-related performance is
part of (annual) short-term incentive (bonus) objectives for all mem-
bers of the Executive Leadership Team. This supports progress on poli-
cies, targets, and actions in mitigating our material IROs across several
environmental and social topics.
For the year 2024, these objectives consisted of one overall objective
related to reducing carbon emissions across all scopes versus 2023 in
support of making progress towards our 2030 climate targets, and 10
key actions related to decarbonization in specific areas, increasing cir-
cularity, ESG-related supplier engagement, sustainability-related mar-
keting and CSRD compliance.
All members of the ELT have separate targets related to Diversity, Eq-
uity, and Inclusion (DEI), focusing on initiatives aimed to increase repre-
sentation of women in Senior Leadership roles across GN (see page 92).
Where this is required, these objectives are cascaded down into the
monetary short-term incentive objectives on an operational level
across relevant divisions and functions.
ESG-related objectives for the CEO and CFO are approved annually by
the Remuneration Committee. In the reporting year, 7.2% of the an-
nual bonus was dependent on these objectives for the CEO and CFO
with 12% of their annual bonus was linked to ESG, of which 50% was
related to reduction of carbon emissions.
Sustainability reporting risk management and internal controls
Our sustainability reporting is integrated into the annual reporting pro-
cess, which has a well-established process for internal approval, con-
trols, and external assurance. ESG data is subject to internal control-
ling through a dedicated ESG control function in our finance organiza-
tion. As 2024 is the first year of CSRD reporting, the control environ-
ment is less mature than in financial reporting.
Sustainability governance