
are independent of the company’s management, main
shareholders and important business associates. Exceptions
are Johan Hjertonsson who is President and CEO
of AB Latour, TOMRA’s largest shareholder, and Bodil
Sonesson who is President and CEO of Fagerhult Group
AB, where AB Latour is the largest shareholder. Board
members possess diverse expertise relevant to our sectors,
products, and geographic locations. This includes individuals
with extensive experience in technology, sustainability,
finance, and global market dynamics, ensuring well-rounded
insights into TOMRA’s business and operations. The board
regularly evaluates whether appropriate skills and expertise
in relation to sustainability matters is available to the board
or needs to be developed. This is also assessed by the
Nomination Committee when proposing candidates for new
shareholder-elected board members. Among the board’s
relevant sustainability credentials is the completion by
two of our board members of a sustainability training for
corporate executives at Stockholm Resilience Center. In
relation to sustainability impacts, risks, and opportunities, the
board’s role is to guide and approve corporate strategy and
implementation plans, including sustainability KPIs, targets
and budget. In the reporting year, the board was informed
of the double materiality assessment process and results
and has delegated further responsibility for overseeing
sustainability management and performance to the Audit &
Sustainability Committee. The entire board also participated
in a CSRD upskilling session organized by PwC to train board
members and facilitate discussion around the board’s legal
responsibilities in relation to sustainability management and
reporting.
AUDIT & SUSTAINABILITY COMMITTEE ASC
A decision was made by the board this year to merge the
previously existing Corporate Sustainability Committee
and Audit Committee into one board committee, ASC,
as of July 2024. The rationale was that combining these
two committees can offer several strategic advantages
including: Integrated risk management (financial, operational,
sustainability, compliance), enhanced reporting and
transparency (streamlining financial and sustainability
reporting), and strategic alignment of sustainability, business,
and financial priorities.
As per the ASC Charter, the committee shall assist the
board in fulfilling its responsibilities to: i) Review the Group’s
corporate sustainability practices, ii) oversee the progress
of key sustainability activities, including climate action and
decarbonization strategy, iii) assess sustainability related
risks, opportunities and trade-offs where relevant, and v)
review and recommend for board approval the company’s
sustainability reporting. Since its establishment, the ASC
has been kept informed about the double materiality
assessment process and results, including all material
impacts, risks, and opportunities (see ESRS 2 SBM-3, page
51), and it has actively overseen – providing feedback and
strategic guidance on – work to prepare the Sustainability
Statement 2024 and further implementation of the CSRD.
As part of its role in overseeing CSRD implementation, the
ASC is informed about the implementation of due diligence
in relation to material impacts, risks, and opportunities; and
the results and effectiveness of policies, actions, metrics, and
targets adopted to address them.
The committee shall consist of at least two members of the
board, each of whom are independent of management and
the company, in addition to (an) employee-elected board
member(s), and are nominated for a period of one year.
Furthermore, the board shall ensure that the nominees
have sufficient competence in environmental, social
and governance matters to address TOMRA’s material
sustainability-related impacts, risks and opportunities,
as identified in the double materiality assessment. ASC
nominees must also have necessary knowledge about
financial and accounting operations, internal controls, and
accounting principles.
Furthermore, the ASC is responsible for overseeing
compliance, evaluating the adequacy and effectiveness of
our compliance program, key performance indicators, and
annual plan including any necessary mitigation. The ASC also
monitors adherence with the Code of Conduct, described in
G1-1, page 97, and compliance program through the reporting
of key performance indicators (KPIs), high-risk concerns
raised through the whistleblowing system, as well as internal
high-risk reviews.
The committee meets at least four times a year, or as often
as the ASC finds necessary. Update on sustainability topics
is a fixed agenda item for each meeting, including pre-read
material on the topics presented. The Chair of the ASC shall
always give an update from the last committee meeting to
the rest of the board in the next upcoming board meeting
and board minutes are available for all members. Regularly
discussed sustainability topics in ASC and board meetings
include progress on sustainability targets and efforts to
ensure compliance with evolving corporate sustainability
regulation and reporting standards.
EXECUTIVE LEADERSHIP TEAM ELT
It is ultimately the CEO and the Executive Leadership Team
that are accountable for sustainability management and
performance at TOMRA. Through the annual strategy and
business planning processes the ELT agrees on sustainability
KPIs, targets, and budget, at both Group and divisional
levels, and recommend these for board approval. Regular
monitoring and follow-up take place in quarterly business
review meetings where the heads of each division, among
other topics, report on sustainability KPI status to the CEO
and CFO. Two ELT members are female (28.6%) and five
are male (71.4%), i.e. a female-to-male ratio of 0.4. More
information about the ELT’s composition and experience is
presented on page 13.
The ELT has delegated further responsibility in relation
to sustainability management and administration to the
Sustainability Council (SC) and is kept informed about
ongoing sustainability projects through brief reports at ELT
meetings from the SC chair or consulted in topical workshops
as required. In 2024, the ELT was actively involved in the
double materiality assessment, participating in workshops to
first validate and then finally approve the results, including
review of all material impacts, risks, and opportunities (see
ESRS 2 SBM-3, page 51), current management practices in
relation to material topics, including implementation of due
diligence and the effectiveness of policies, actions, metrics,
and targets adopted to address them, and discussions on
how they relate to TOMRA’s strategy and risk management
processes. Formal processes are not yet established to
ensure that material impacts, risks, and opportunities are
actively considered as part of ELT and board decisions on
major transactions, including a structured evaluation of trade-
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CONTENT
Key Figures
CEO Review
Business Overview
Executive Leadership Team
Board of Directors
Directors’ Report
Sustainability Statement
Independent Sustainability
Auditor’s Limited Assurance
Report
Corporate Governance Report
Financial Statements TOMRA
Group
Notes TOMRA Group
Directors’ Responsibility
Statement
Financial Statements TOMRA
Systems ASA
Notes TOMRA Systems ASA
Independent Auditor’s Report
Alternative Performance
Measures