Brambles Ltd

###### CORPORATE GOVERNANCE continued

Governance

Included below are the governance processes, controls and procedures Brambles uses to monitor and manage climate-related risks and opportunities.

###### Board oversight of climate-related risks and opportunities

Brambles' Board, directly and through authority delegated to the Audit & Risk Committee, oversees the ELT's delivery of Brambles' strategy which has been developed with consideration of the Group's material risks and opportunities, including consideration of how to mitigate and adapt to the increasing risks and opportunities associated with climate change.

Brambles' Board Charter sets out the roles and responsibilities of the Board and executive management. The Board Charter is available in the Corporate Governance section of Brambles' website. The Board has overall responsibility for material risks, which includes material climate-related risks. The Board also has overall responsibility for strategic objectives and strategic plans for each of the Group's major business units, which inherently includes consideration of climate-related opportunities.

Brambles has a Nominations Committee whose objective is to support and advise on the appropriate balance of skills, knowledge, experience, independence and diversity among Board members, and on their ability to discharge the responsibilities of Directors.

Further information regarding the structure of the Board is included on pages 45 to 49 and page 2 of Brambles' 2024 Corporate Governance Statement.

During FY24, the Board on the recommendation of the Nominations Committee, adopted a revised Board skills matrix. The revised Board skills matrix includes sustainability (including climate) related skills and experience and an assessment made of each Director's skills and experience in this area.

In addition, Brambles ran Continuing Professional Development training on Sustainability for the Board in June 2024. The Sustainability session had three stated objectives:

1. Provide insights into global trends and context in sustainability, especially as they relate to Brambles' Sustainability programme.

2. Update the Board on the details of Brambles' sustainability programme, which includes its climate strategy.

3. Collect Board insights for the development of Brambles' sustainability programme beyond 2025.

The Board oversees the setting of climate-related targets by reviewing and approving detailed proposals presented by the CEO, Chief Sustainability Officer (CSO) and Global Head of Decarbonisation.

The Board monitors performance against the targets on an annual basis, and reports on this as part of the full-year results.

In FY24, the Board began incorporating ESG into remuneration for senior executives and approved the inclusion of the following key climate-related ESG metrics as performance modifiers for ELT members:

- Scope 1, 2 and 3 GHG emissions;

- Sustainably Sourced Timber; and

- Plants with solutions in place to divert product waste from landfill.

This has been further disclosed on pages 62 & 63 of the Remuneration Report and page 174 in the Metrics and Targets section of this report.

###### Management's role in monitoring, managing and overseeing climate-related risks and opportunities

The CEO oversees the strategic response to climate change. The day-to-day management falls under the Chief Operations Officer (COO) and the CSO. The COO, who is supported by the Global Head of Decarbonisation, is responsible for the portfolio of decarbonisation initiatives, while the CSO is responsible for the sustainability function.
In October 2023 Brambles' CSO's reporting line changed from the CFO to the Brambles' CEO and in January 2024, the CSO joined the Brambles' Executive Leadership Team.

###### Sustainability Risk and Compliance Committee (SRCC)

The SRCC is comprised of executive leaders and functional specialists. The SRCC carries out biannual sustainability risk assessments and reviews risk management initiatives that are incorporated into the risk reviews presented to the Audit & Risk Committee and Board.

During these biannual reviews, the SRCC reviews climate-related metrics to assess progress against targets and considers the completeness of the climate-related risks identified and the appropriateness of mitigating actions in place.

In addition, Brambles has a Global Decarbonisation & Zero Waste Governance Framework including Climate and Waste targets. This Framework is led by a cross-functional Steering Committee, sponsored by the COO and includes the CSO, the Chief Legal Officer, and senior management from Supply Chain, Procurement, Process Engineering, Product Development and Supply Chain Digitisation. The Steering Committee meets on a quarterly basis and is responsible for Brambles' global decarbonisation strategy and overseeing its implementation, monitoring and reporting against targets. As part of the Decarbonisation Governance Framework, regional milestones are collaboratively defined in collaboration with regional Supply Chain teams. The milestones are integrated into regional Supply Chain leadership objectives and remuneration, and Regional Supply Chain Management review progress against these objectives on a monthly basis.

For further information in relation Brambles' Corporate Governance structure including the Board, the Audit & Risk Committee and ELT refer to pages 45 to 53.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Brambles mainly enagages with policy makers and organizations to promote the circular economy (on which its business model is based), which is consistent with its climate strategy and a decaronization of the economy.

Brambles defines sustainability as the strategies and activities the Group has adopted in relation to its employees, the environment, ethics and the community.
The Brambles Chief Executive Officer (CEO) has operational responsibility for sustainability issues.
The ELT helps to formulate sustainability policies and is responsible for implementing these across the organisation.
Brambles Sustainability Risk Committee (SRC), formed in 2016, is responsible for assisting the CFO and Executive Leadership Team (ELT) with sustainability strategies and
activities, consistent with the Group's Shared Values. Sustainability matters relevant for each region are raised with the relevant ELT member on a regular basis. The SRC
is a management committee a cross section of senior Brambles corporate and business unit executives with relevant and applicable functional expertise.
The Board is also regularly updated on sustainability issues, either by the CFO or members of the Sustainability Risk Committee.
Brambles' Chief Compliance Officer is responsible for ensuring that all policy-related activities are in line with Brambles' strategic objectives and internal policies.
All employees, including the Government Affairs team, have the follow our policies. Moreover, our Global Head for Sustainability also leads Government Affairs in Europe.