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 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 elected for the 2025-2027 term comprises eleven members, including four women (36.4%) and seven men (63.6%), resulting in an average women-to-men ratio – as defined in the ESRS – of 57.1%. Of the eleven members, one is as an executive director and ten are non-executive directors, of whom 11 are independent (64% of the Board of Directors).

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 each new term of office of the governing bodies are substantiated as to the suitability of the profiles, knowledge and curricula to the functions 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 of experience. The Jerónimo Martins Group 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 experience.

In what regards expertise and skills in sustainability matters, the Board of Directors had, in the 2025-2027 term, this expertise included in its composition. The diversity of profiles within the Board of Directors reflects strong expertise in sustainability matters, including sustainable finance, gender equality and environmental protection. The Board includes a director recognised for her contribution to the development of sustainable finance in the European Union and for her participation in a global initiative promoting female leadership, two directors involved in the governance of a foundation dedicated to marine conservation, and a director with experience in the management of a biotechnology organisation focused on the production of biodegradable ingredients. Several members of the Board of Directors also bring experience in corporate governance and responsible business conduct.

In 2025, this composition directly supported the Board’s capacity to assess and oversee the sustainability matters most relevant to the Group. This includes the integration of financial considerations into decision-making on environmental matters, supported by experience in sustainable finance initiatives; the monitoring of labour practices, strengthened by recognised expertise in equality and responsible governance; and the oversight of matters related to product quality and safety, responsible and sustainable processes of production and innovation, benefiting from the experience in sustainable biotechnology.

From the ongoing business management perspective, several functional areas contribute to ensuring the alignment and integration of sustainability matters across the Group’s business activities. A key role is played by the Corporate Communications and Responsibility Division, which is responsible for developing the Group’s sustainability strategy, strengthening the Group’s reputation, and promoting responsible management practices across the Companies and throughout the value chain. At the highest level, this area is overseen by the Group’s Chief Corporate Communications and Responsibility Officer, who reports directly to the Chief Executive Officer, who also serves as Chair of the Board of Directors.

The Committee on Corporate Governance and Corporate Responsibility (CGCRC) is responsible for the oversight of sustainability matters within the Group and works directly with the Board of Directors. This Committee is responsible for 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 (CGSRC) an update of the results and statistics known so far, and shares how the Division is implementing measures and actions to address emerging sustainability-related trends and issues.

In addition, each of the Group’s Companies¹ have a dedicated Sustainability Committee, which hold regular meetings, at a frequency of two to four per year, based on their volume of turnover and the impact of the activities each Company may have on the Group’s sustainability strategy and progress. These meetings aim to promote alignment and define strategic actions in areas such as European and international sustainability regulatory frameworks, social and environmental supplier audits, animal welfare, and ecodesign. They also serve to establish performance objectives, the progress of which is disclosed in a logic of continuous improvement. The Sustainability Committees comprise directors from the functional areas of each Company and representatives from several departments of the corporate centre, ensuring cross-functional alignment across the Group. In 2025, a total of 18 meetings were held.

To learn 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”.

The setting of objectives and monitoring of performance in terms of sustainability are carried out in a systematic and integrated manner. The CEO, who chairs the Board of Directors and the CGSRC, is responsible for taking strategic decisions on sustainability and for submitting policies, commitments, action plans and budgets to the Board of Directors. The implementation of these objectives is discussed at Board meetings and is integrated into the Group’s business strategy and financial planning for the 2024-2026 cycle, with defined interim targets and allocated resources. With regard to monitoring, the Group’s Companies regularly report to the Sustainability Committees on the progress made in implementing the various sustainability targets. The Chief Corporate Communications and Responsibility Officer, who reports directly to the Chief Executive Officer, ensures the regular reporting of progress on the defined initiatives. The CGSRC also regularly reviews progress, as sustainability is a standing item on its agenda.

The Company is committed to integrating sustainability-related performance into incentive schemes, ensuring that environmental and social topics are reflected in the goals and rewards of its employees and teams. The performance evaluation process for the CEO is annual, with quarterly reviews, and a set of supporting documentation is made available to the Remuneration Committee. These assessments are supported by concrete evidence and involve regular monitoring of the execution and fulfilment of objectives, including sustainability targets. The Company’s presence in specific ESG indices and the ratings obtained in analyses carried out by independent specialist analysts are important performance indicators² 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 the implementation of the Group’s climate commitments, targets and actions.

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

In alignment with the European due diligence recommendations, the Group Companies have been implementing various measures to prevent and mitigate the negative impacts of the activities on the environment, and in respect of human rights, labour and other social aspects. 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 aim 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. The primary purpose of risk management is to ensure the identification, monitoring, evaluation, and reporting of risks to which the Group and its Companies are exposed, as well as the most relevant mitigation measures. The annual assessment is integrated into the strategic planning process, providing information to the executive management teams of all business units as well as to the Audit Committee and the Board of Directors, and is duly considered in the development and approval process of all our strategic plans. The risk assessment is also shared with our 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 Ara, Biedronka, Hebe, Hussel, Jeronymo, Jerónimo Martins Agro-Alimentar, Pingo Doce and Recheio are the Business Units (Companies) that have dedicated Sustainability Committees.

² For more information on the sustainability-related performance in incentive schemes, please consult “Methodology for evaluating and granting variable remuneration”.