The Governance of Sustainability

The development of an integrated and rigorous sustainability policy is based on a robust and effective governance structure. We believe that this is the starting point for a virtuous process of creating shared valued between ERG and society.

To manage our activities and relations in light of the principles of transparency and lawfulness, we ask all of our internal and external stakeholders to fully comply with legal provisions and the procedures and codes of conduct that apply to the company.

Our Sustainability Governance Model

Entity	Role / Description
Board of Directors	Defines the Group’s principles of conduct, summarised in the Code of Ethics and the Sustainability Policy, and approves the Non-Financial Statement.
CEO	Responsible for ESG activities.
Risk and Sustainability Control Committee	Supports the Board’s assessments and decisions regarding: the Integrated Management System for Responsibility (CIGR); the approval of periodic financial reports and matters relating to Group Governance; compliance with Legislative Decree 231/01 and anti-money laundering requirements; the Finance area and Risk Management.
Supervisory Body	Also acts as the ethics committee and is responsible for: monitoring the effectiveness of Model 231 and compliance with the Code of Ethics; updating Model 231 and the Code of Ethics; providing training on the Code of Ethics and Legislative Decree 231/01 topics; assessing reports received in relation to Legislative Decree 231/01.
ESG Committee	Composed of the Chairperson, the Executive Vice Chairperson, the CEO and all of the CEO’s direct reports. It is responsible for: defining the Group’s sustainability guidelines; approving the ESG Plan; approving the Communication Plan, both external and internal; preparing the Consolidated Sustainability Statement; also acting as the Green Bond Committee; acting as the steering committee for Diversity & Inclusion (since 23/02/2024).
Human Capital Committee	oversees the development of our people; assesses and reviews reports of possible violations of the Human Rights Policy.
ESG Function	Within the ESG, IR & Communication Department, it is responsible for: managing the definition of the ESG Plan, the budget and its evolution over time, proposing any changes or additions; monitoring execution of the ESG Plan by interfacing with the Working Group; preparing the Consolidated Sustainability Statement; liaising with ESG rating agencies.
ESG Plan Working Group	supports the ESG Function in defining the actions to be included in the ESG Plan; monitors the progress of the ESG Plan actions; provides support for preparing the Consolidated Sustainability Statement.