DS Smith PLC

###### Board oversight

The Board is responsible for oversight of long-term aspects of the Group's operations, including sustainability matters, when reviewing and guiding strategy, budgets and business plans.

The Board takes into account sustainability-related risks and opportunities when overseeing strategy, major transactions and risk management by evaluating the sustainability-centric vision and strategy of the Group, including considering any trade-offs associated with sustainability matters.

The Board is informed about the results of the sustainability materiality assessment, strategy development, approval and progress. The Remuneration Committee considers sustainability through the use of an ESG underpin, which includes sustainability factors.

###### Topics discussed during 2023/24

- Circular economy, including recyclability and biodiversity

- Now & Next progress, including monthly GHG forecasts

- Roadmaps to deliver the 1.5°C science-based target

- Supplier engagement for Scope 3 emissions reduction

- Government affairs and the policy environment

- Community affairs programme

- ESG ratings performance

[This governance structure is described in greater detail in](https://www.dssmith.com/investors/results-presentations/annual-reports?utm_source=Referral&utm_medium=SR24&utm_campaign=SR24)
[the context of climate change on pages 60-77 of](https://www.dssmith.com/investors/results-presentations/annual-reports?utm_source=Referral&utm_medium=SR24&utm_campaign=SR24)
[DS Smith Annual Report 2024, as part of our IFRS S2](https://www.dssmith.com/investors/results-presentations/annual-reports?utm_source=Referral&utm_medium=SR24&utm_campaign=SR24)
[Climate-related disclosures and Task Force on Climate-](https://www.dssmith.com/investors/results-presentations/annual-reports?utm_source=Referral&utm_medium=SR24&utm_campaign=SR24)
[related Financial Disclosures (TCFD) reporting.](https://www.dssmith.com/investors/results-presentations/annual-reports?utm_source=Referral&utm_medium=SR24&utm_campaign=SR24)

The Board of Directors includes the Group Chief Executive and Group Finance Director as Executive Directors, both of whom are members of the four Management Committees that support the work of the Board and its principal Committees.

###### Management roles and responsibilities

Sustainability-related matters are discussed every month at the Group Health, Safety, Environment and Sustainability Committee and every two months at the Group Strategy Committee, both of which are chaired by the Group Chief Executive.

Other Committees, such as the Group Compliance Committee, maintain oversight of sustainability-related risks and opportunities to the extent which they relate to material compliance matters.

Four Steering Committees, aligned to the Now & Next Sustainability Strategy, are responsible for maintaining a portfolio of projects to coordinate delivery and resources and propose solutions to critical trade-offs.

Thematic working groups, which include subject matter experts, provide input, interfacing with internal functions, such as Sales, Marketing and Innovation (SMI), Procurement, Finance and Legal.

Governance includes formalised terms of reference, clear objectives and regular reporting, at least quarterly, to the Group Health, Safety, Environment and Sustainability Committee.

Delivery of our Now & Next Sustainability Strategy and our action on other ESG/sustainability issues is underpinned by strong governance. Our Group Operating Committee (GOC), the Group Chief Executive's management board for leading Group-wide priorities, includes sustainability at the heart of its agenda. Accountability for sustainability ultimately lies with the Group Chief Executive and the Board considers ESG/sustainability-related risks, opportunities and strategy as core to the Group's operations. The GOC meets on a monthly basis as the 'Health, Safety, Environment and Sustainability (HSES)' Committee. Topics discussed this year included: - Circular economy, including recyclability and biodiversity - Now & Next progress, including monthly GHG forecasts - Roadmaps to deliver the 1.5°C science-based target - Supplier engagement for Scope 3 emissions reduction - Government affairs and the policy environment - Community affairs programme - ESG ratings performance. The HSES Committee is supported by the Sustainability Leadership Team (SUS LT), chaired by the Head of Corporate Affairs, which is a multi-functional group with divisional and functional senior level membership. Divisional and functional leadership receive regular performance updates and are consulted during initiatives relating to their business areas. Our sites, which hold operational-level responsibility for health, safety and environment issues, are supported by expert project teams and a sustainability network which help to launch initiatives, progress delivery and resolve challenges. These groups include horizontal collaborations such as our Recyclability Forum and our Deforestation Working Group, both of which bring together people from a variety of levels and in different parts of the business. The Group Sustainability, Government and Community Affairs teams partner with the business to deliver our sustainability programme whilst furthering our policy agenda. Finally, the Group ESG Reporting team produces environmental, social and governance (non-financial) data to support the delivery of sustainability and oversee the necessary governance and assurance arrangements required to meet the Group's non-financial reporting commitments. This governance structure is described in greater detail, in the context of climate change, on page 53 as part of our Task Force on Climate-related Financial Disclosures (TCFD) reporting."
"- Advocate for separate collection of recyclables to improve quality of material by reducing contamination, increasing recycling rates, lowering environmental impact and cost for local authorities as part of our engagement with policy makers [...] Transition risks are assessed by the Group Risk and Insurance, Group Sustainability, Government and Community Affairs, and Group ESG Reporting teams, working across functions to develop responses to the financial and strategic implications. Physical risks are assessed by each division, supported by the Group Risk and Insurance team, drawing on expertise from specialist organisations.

Our strategic engagement and advocacy on these three priority policy areas is helping to minimise associated risks and amplify opportunities in these areas for our business. [...] Our engagement with our industry and the wider world to help recycle more, waste less and reorganise the linear economy to an economy in which materials are kept in use [...] Stakeholder Engagement Group Strategy Director Alex Manisty

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Our Group Government Affairs team leads our engagement with policy makers, trade associations and other organisations whose activities may influence policy, law, or regulation that may significantly impact the climate. This Function sits under the Group Corporate Affairs Function, within the Government, Community Affairs and Sustainability team. Under the same leadership, this means that engagement activities are consistent with our overall climate change strategy. For example, scaling up renewable energy sources, such as switching from natural gas to low- and zero-emission fuels, such as biogas and biomass, will be a critical part of our path to achieving Net Zero. One of the three significant policy issues that is the focus of our participation in public policy development relates to the decarbonisation of heat, to enable the paper sector to invest in decarbonisation programmes. This organisation results in a common approach that is also consistent with our strategy on climate change.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Our Group Government Affairs team leads our engagement with policymakers, trade associations and other organisations whose activities may influence policy, law, or regulation that may significantly impact the climate. This team's capacity and network within the business has grown in the last year, to reflect DS Smith's commitment to active external engagement. This team sits under the Group Corporate Affairs Function, which also includes the Sustainability and Community Affairs team. This means that all activities are consistent with our overall climate change strategy.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes