ASOS PLC

Since September 2021, we have further developed and embedded our business-wide approach to ESG governance. We launched our ESG Committee in March 2022 (more information can be found on page 82), and its remit is to review how we are delivering our FWI strategy, and how we manage wider ESG risks and opportunities. To support this Committee, we have created two internal working groups: the FWI Working Group, which meets monthly, and the Governance Working Group, which meets bi-monthly. Both have helped to drive forward FWI and the wider ESG agenda. [...] The highest level of governance is the Board-level ESG Committee, a delegated body of Non-executive Directors which provides oversight on behalf of and to the ASOS Plc Board in relation to the Group's ESG strategy and activities, including around the subject of climate change. The ESG Committee meets formally four times per year and feeds back to the ASOS Plc Board after every meeting. It is led by Independent Non-executive Director Eugenia Ulasewicz and is comprised of independent Non-executive Directors Karen Geary and Mai Fyfield, as well as ASOS Founder and Non-executive Director Nick Robertson. Eugenia Ulasewicz and Karen Geary are members of Chapter Zero, the UK chapter of the Climate Governance Initiative, and have experience of sitting on ESG Committees for other companies. This year the ESG Committee has focused on increasing its detailed understanding of the FWI 2030 strategy and reviewing performance against goals, KPIs and key initiatives. It also approved the first FWI Progress Update report published in April 2022. Reporting into this Board-level ESG Committee are our FWI Working Group and Governance Working Group, both chaired by the General Counsel & Company Secretary, Anna Suchopar, who acts as the key liaison between the ASOS Plc Board and the Executive team. These Working Groups are comprised of a cross-functional team of senior leadership, representing all key areas of the business. The FWI Working Group was responsible for the formation of the new FWI strategy announced in September 2021. The group oversaw the development of the strategy and associated commitments, including our verified science-based carbon reduction targets. The FWI Working Group meets monthly and the Governance Working Group meets bi-monthly, with both reporting updates to the ESG Committee on a quarterly basis.

Underpinning this strategy, its goals and KPIs is a new approach to ESG (Environment, Social and Governance) governance and reporting. Creating a new approach to ESG governance will ensure the effective delivery of the strategy and management of ESG risk.

Governance

ESG and Fashion with Integrity at ASOS will be governed by a newly formed ESG Committee, chaired by the CEO and attended by members of the ASOS executive team and those accountable for delivering our Fashion with Integrity (FWI) and ESG programme. This committee will meet quarterly, reporting to the ASOS Plc Board on a six-monthly basis.

Under this newly formed committee will be two distinct working groups: the FWI working group and Governance working group. These groups will be responsible for delivering the FWI strategy, its core goals and wider ESG risk and performance management. The working groups will meet regularly, collaborate on key activities and will report to the ESG Committee quarterly.

To ensure effective delivery, we will measure progress against the 2030 goals in leadership objectives and increase our focus on sustainability alongside business outcomes in reviews. This is already part of the CEO's incentive arrangements, and from FY22 the wider ASOS executive team will each be set relevant FWI-linked objectives, which will impact their remuneration.