Governance and strategy

Several internal mechanisms and functions collaborate to ensure that our sustainability governance model is effectively guided, supported, and managed.

The Board of Directors retains authority over the Group’s strategic management matters, particularly those related to defining the Company’s general policies and corporate structure. The Board aims to ensure the economic, financial, social, and environmental sustainability of the Company’s long-term objectives, while also making an effective contribution to the broader community. The Board of Directors is composed by eleven members (four women, and seven men) elected for the term of office 2022-2024.

The appointment and replacement of members of the Board of Directors is decided in the Annual Shareholders’ Meeting. The Company encourages that the proposals to be submitted by shareholders for the new term of office of the governing bodies are substantiated as to the suitability of the profiles, knowledge and curricula to the function(s) to be performed by each candidate. Therefore, submitted proposals must make reference to these elements, namely to support appointments based on the suitability of the profile, the skills and the curriculum vitae, taking into account the last five years. Jerónimo Martins also urges its shareholders to, in the construction of proposals to be presented for new terms of office of the governing bodies, consider diversity requirements, with particular attention to gender diversity, as legally required, and also to contribute to a better performance of such bodies and to the balance of its composition by taking also into account criteria such as competence, independence, integrity, availability, and experience. The Group considers that its shareholders have maintained the safeguard of the diversity of gender, age, qualification and professional background .

In what regards expertise and skills in sustainability matters, the Board of Directors had, in the period 2022-2024, this expertise included in its composition. Notably, one of the Non-executive Directors, brings extensive experience and qualifications in this field with over 20 years of experience in management, consulting, and sustainability. From a management point of view, there are several functional divisions that contribute to addressing and advancing sustainability matters, from which we highlight the Corporate Communications and Responsibility Division, that develops the Group’s sustainability strategy, enhancing its reputation and aligning responsible practices across all Companies in their operations and throughout the value chain, and the Group’s Chief Corporate Communications and Responsibility Officer, which reports directly to the Board.

The Committee on Corporate Governance and Corporate Responsibility (CCGCR) is the supervisory board for sustainability issues, collaborating with the Board of Directors by assessing and submitting proposals for strategic orientation, continuously monitoring and supervising matters related to: i) corporate governance, social responsibility, the environment, and ethics; ii) the business sustainability of the Group; iii) internal codes of ethics and conduct; and iv) systems for assessing and resolving conflicts of interest, particularly concerning relations between the Company and its shareholders or other stakeholders. In scheduled meetings, the Corporate Communications and Responsibility Division presents to the Committee on Corporate Governance and Corporate Responsibility (CCGCR) an overview of the main challenges, achievements, results and statistics known so far, and shares how the division is implementing measures and actions to address emerging trends and issues in sustainability.

In addition, each of the Group’s Companies¹ have dedicated Sustainability Committees that hold regular meetings, on a frequency of two to four per year based on the volume of turnover they represent for the Group and the impact their activities may have on the Group’s sustainability strategy and ability to meet the goals. These meetings aim to define strategies for action and set performance objectives, the progress against which is made public as well as the plans to implement continuous improvement initiatives. The Sustainability Committees are constituted by the directors of the Functional Divisions of each Company. In 2024, 27 meetings were held in total.

To know more about the composition, experience and role of administrative, management and supervisory bodies engaged in effective sustainability governance , how these bodies are informed of sustainability-related matters and how these matters are addressed, please refer to “Shareholder Structure”, “Governing Bodies and Committees” and “Internal Organisation”.

Our Company is committed to integrating sustainability-related performance into incentive schemes, ensuring that our environmental and social objectives are reflected in the goals and rewards of our employees and teams. The CEO performance review process includes an annual performance assessment with quarterly reviews, which are made available to the Remuneration Committee. These assessments and reviews are evidence-based and involve regular monitoring of the execution of objectives and achievement of goals, which include sustainability targets, being the Company’s inclusion and ratings in specific ESG indexes the main performance indicator. According to the Remuneration Policy, this performance indicator is part of a set of key-performance indicators that have a 50% weight in the CEO’s annual variable remuneration. The achievement of climate-related and other corporate responsibility objectives is also part of the incentive scheme for employees in roles that influence the definition and/or implementation of the Group’s climate commitments, targets and actions.

To know more on the integration of sustainability-related performance in incentive schemes, please refer to “Remuneration”.

In alignment with the European due diligence recommendations, we have been implementing various measures across the Group’s Companies to prevent and mitigate the negative impacts of our activities on the environment, as well as in the areas of human and labour rights. This due diligence process follows the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights.

Our Risk Management Policy and Methodology aims to align the Group’s objectives and strategy with a structured and consistent assessment of specific and transversal risks. This approach also allows us to monitor emerging risks that may affect the Group and its Companies.

The annual risk management process developed by our Risk team involves around 70 managers representing the Group’s Companies and the countries in which they operate. Its main purpose is to ensure the identification, monitoring, evaluation, and reporting of risks to which Jerónimo Martins and its Companies are exposed, as well as the most relevant mitigation measures. The annual assessment is integrated with the strategic planning process, providing information to the executive management teams of all business units as well as to Jerónimo Martins’ Audit Committee and Board of Directors that is duly considered in the development and approval process of all our strategic plans. The risk assessment is also shared with Jerónimo Martins’ internal and external auditors, being a relevant input to their respective audit plans. Quarterly reviews are conducted to address critical business issues and actively monitor any emerging risks that are relevant to the Group. For detailed information on risk management and internal controls over sustainability reporting please refer to “Internal Control and Risk Management”.

¹ Companies with dedicated Sustainability Committees include Ara, Biedronka, Hebe, Hussel, Jeronymo, JMA, Pingo Doce and Recheio.