Sustainability governance

Governance bodies and sustainability matters addressed

General information on Vetropack’s governance structure

(ESRS 2 GOV-1)

Vetropack’s organisational structure is based on a clear delineation of responsibilities and tasks. The Board of Directors approves the Group’s strategic direction and tracks annual progress. It may delegate duties to the Management Board, except for those duties reserved for the Board of Directors by Article 716a of the Swiss Code of Obligations. The Management Board acts within the guidelines issued by the Board of Directors and is responsible for operational management of the Vetropack Group.

Vetropack’s Board of Directors comprises six men and two women; of these eight members, seven are non-executive members. In his role as executive chairperson, Claude Cornaz chairs the Board of Vetropack Holding Ltd and acts as Chairman and member of the Supervisory Boards of Vetropack’s subsidiaries. He also serves as a member of the steering committees for several strategic projects. The Board of Directors comprises 50 percent independent members and 50 percent non-independent members. Claude Cornaz, Pascal Cornaz, and Richard Fritschi represent the Cornaz families and related entities, a significant shareholder in Vetropack Holding Ltd. In addition to these three representatives of the main shareholders, some Swiss proxy advisors regard two members as non-independent member because he has served on the Board for more than twelve years. The Management Board comprises seven men, and the Extended Management Board consists of twelve men and two women.

Vetropack Holding Ltd is listed on the Swiss stock exchange and operates under Swiss law, which does not make provision for workers’ councils to be represented on the Board of Directors. The only committee within the Board of Directors is the Nomination and Compensation Committee (NCC). Further information on the responsibilities of the Board of Directors, the Management Board and the Extended Management Board is provided in the Corporate governance report and in Vetropack’s Articles of Association.

Sustainability governance

(ESRS 2 GOV-1), (ESRS 2 GOV-2), (G1 ESRS 2 GOV-1)

Vetropack’s Board of Directors takes responsibility for defining the corporate strategy and overseeing climate-related matters. The Board of Directors approves the risk matrix, including climate-related risks and opportunities, and defines climate adaptation and mitigation actions. The Board also oversees the Clearly sustainable strategic pillar, including Vetropack’s reduction targets for greenhouse gas emissions and the transition plan, and supervises the company’s progress toward our sustainability targets. In accordance with the Swiss Code of Obligations, the Board of Directors approves our material sustainability topics and the Sustainability report, which includes the Climate report.

Vetropack’s Extended Management Board is responsible for the annual update of the corporate risk matrix, which includes the assessment and management of climate-related risks and opportunities. The Extended Management Board also defines risk mitigation measures as part of the transition plan. The CFO, as a member of the Management Board, participates in the annual risk management process and leads the planning of financial resources for the decarbonisation roadmap and the transition plan.

The Board of Directors delegates operational implementation of the sustainability strategy (including the decarbonisation strategy) to the CEO, who fulfils his responsibility for sustainability matters as a member of the Sustainability Steering Committee. This Committee consists of the following Group functions:

• CEO
• Group Sustainability Manager
• Director Corporate Development and Integrated Management Systems (IMS)
• Chief Commercial Officer
• Chief Technology Officer
• Chief Supply Chain Officer
• Chief Human Resources Officer
• Group Communications Director

The Sustainability Steering Committee defines Vetropack’s sustainability ambitions, and develops action plans to oversee the management and progress of sustainability topics. It performs these activities in the context of implementing the Clearly sustainable pillar of Vetropack’s Strategy 2030+. The Committee met four times in the year under review. At least once a year, the Group Sustainability Manager reports to the Board of Directors (on behalf of the Sustainability Steering Committee) about progress related to sustainability targets and initiatives, including the climate transition plan.

The Sustainability Steering Committee develops the climate transition plan, including actions to reduce greenhouse gas emissions, and monitors the implementation. Our Chief Technology Officer, supported by the entire Engineering and Production department, plays a key role in defining the specific technical measures contained in our decarbonisation roadmap. The Chief Supply Chain Officer is responsible for managing our cullet and energy procurement strategies to support the achievement of our targets for recycled content and reductions in greenhouse gas emissions, particularly in Scope 3.

To identify and assess climate-related risks and opportunities, the Group Sustainability Manager collaborates closely with the Risk Manager. While the Risk Manager has the responsibility for the annual risk management process, local site managers are responsible for implementing climate mitigation and adaptation measures.

We ensure that our Board of Directors, Extended Management Board and Business Units have the required knowledge of sustainability. To this end, the Sustainability Manager regularly presents new developments to the Extended Management Board. During the reporting year, several members of the Extended Management Board completed external training courses supported by Vetropack that focused on sustainability and/or governance. In addition to the annual updates for the Board of Directors as described above, the Group Communications Director briefs the Board of Directors and Management Board regularly on sustainability reporting. The members of the Board of Directors have specific expertise in legal and compliance matters, human resources, production and engineering, and also procurement and logistics. Expertise in leadership of globally operating companies, strategy, sales and finance is also widely available within the Board of Directors. The Corporate governance report contains more details about the expertise and skills of Vetropack’s administrative, management and supervisory bodies.

As well as sitting on the Extended Management Board, the members of the Sustainability Steering Committee act as subject-matter experts. They are responsible for managing impacts, risks, and opportunities related to Vetropack’s material sustainability topics, and they serve as topic owners for the subject areas shown in the table below.

Sustainability-related incentives

(ESRS 2 GOV-3), (E1 ESRS 2 GOV-3)

Vetropack’s Board of Directors and Management Board pursue a long-term strategy aimed at sustainable business success. The remuneration scheme is aligned with employees’ levels of responsibility and experience, as well as local conditions. Members of the Board of Directors receive a fixed cash benefit with no variable components. Sustainability aspects are not incorporated into the assessment of the Board’s performance.

Vetropack’s top management, including the Management Board, strategic leaders and senior leaders (see S1 Own workforce, metrics on S1-9), receive a remuneration package consisting of fixed and variable components. The variable component, known as the Group bonus, comprises three elements: an individual element, a non-financial element, and a net result element. The non-financial element accounts for 15 percent of the bonus. For the 2025 fiscal year, the targets were:

• To achieve a Total Recordable Incident Rate (TRIR) of max. 2.1*
• To achieve average recycled content of 57 percent
• To improve forecasting accuracy, focusing especially (but not exclusively) on sourcing raw materials and other resources

*TRIR = Total Recordable Injury Rate: To calculate the TRIR, we follow the definition provided by FEVE, the European Container Glass Federation. TRIR represents the number of recordable incidents (Lost Time Incidents, LTIs and Medical Treatment Incidents, MTIs) occurring among a given number of employees over a given period of time (monthly or annually).

Vetropack’s Nomination and Compensation Committee reviews the remuneration schemes for the Board of Directors and the Management Board on a regular basis. The Chief HR Officer proposes the sustainability-related indicators, which are validated by the Management Board and subsequently approved by the Nomination and Compensation Committee.

The validation of greenhouse gas emission reduction targets was included in the non-financial remuneration element for fiscal 2024. At present, Vetropack does not factor climate-related considerations into remuneration for members of its administrative, management and supervisory bodies. Their performance is not currently assessed against greenhouse gas emission reduction targets. Vetropack’s Remuneration report provides comprehensive information on the company’s remuneration schemes.

Statement on due diligence

(ESRS 2 GOV-4)

The table below indicates where information on our due diligence process can be found. The referenced sections explain how the underlying processes are implemented.

Risk management and controls related to sustainability reporting

(ESRS 2 GOV-5)

Vetropack has implemented a structured risk and control framework for sustainability reporting, with responsibilities assigned for each material ESRS topical standard and sustainability matters, as well as for qualitative and quantitative data points. The topic owners, who are mostly members of the Sustainability Steering Committee, act as subject matter experts in the reporting process. They are involved in collecting, compiling, reviewing and approving the sections of reporting assigned to them. The CEO and the Board of Directors oversee the sustainability reporting process, together with the related risks and controls.

We identified and assessed risks related to sustainability reporting due to the introduction of new datapoints and the transition from the GRI standards to ESRS. This made it necessary to adopt new requirements and methodologies. Internally, we applied a ‘comply or explain’ approach to each datapoint to determine whether it was available for disclosure. The new reporting standards harbour risks such as inconsistent data collection methods, lack of unified measurement methodologies across sites, and varying levels of expertise in applying the definitions. We integrated the findings from the risk assessment into our processes. We applied the ESRS definitions consistently whenever possible and trained data providers. Plausibility checks and sample controls were performed during data collection and calculation.

The transition from an Excel-based system to a tool-based data collection and calculation system marked a milestone. An interdisciplinary team comprising sustainability and financial experts integrated the non-financial data into the financial reporting software system. We documented and tested the data collection process by conducting a dry run for selected datapoints; we also trained some employees in order to ensure consistency and mitigate risks related to the reporting process.

Since the Board of Directors approves the Sustainability report, we regularly provide them with updates on its content, associated risks and processes. The knowledge, experience and judgement of the Board of Directors contribute to the development of risk mitigation measures.