Intermediate Capital Group PLC

Compliance with the policies and procedures referenced in the Code of Conduct form part of the formal annual performance review processes we undertake for all employees, including determining compensation. In addition, employees are required to make annual attestations that they have read and understood all relevant policies and procedures. We have a zero-tolerance approach to breaches of our policies, and we have a range of disciplinary actions at our disposal up to and including dismissal. The Risk Committee and Remuneration Committee of ICG receive regular reports (including as part of the year-end award cycle) on material non-compliance, which is factored into executive compensation decisions.

### Governance and Oversight

The Board has delegated responsibility for the implementation of the Climate Change policy to the Executive Directors. The CEO has lead responsibility for climate-related issues. The CEO also serves as the Group's Chief Investment Officer and has ultimate accountability and oversight of investment processes and is therefore responsible for climate-related issues across the investment process and in our portfolios. The CFOO, reporting to the CEO, is responsible for ensuring climate-related risks which might impact the Group's own operations are understood and mitigated.

The Board receives formal updates on ESG-related matters, including climate-related issues, at least twice every financial year. For specific climate-related targets (see Metrics in this TCFD disclosure), the Board receives annual updates on progress. To facilitate the Board's engagement on these topics, the Board has nominated a nonexecutive director to oversee management's implementation of ESG matters. In addition, the Board also considers climate risk, as relevant, when reviewing the annual strategy and business plans over the short, medium, and long term, for example, in annual budgets, performance objectives and determining the risk profile/ appetite of the Group.

Moreover, the Board Risk Committee oversees the Group's risk management framework and controls associated with it, including ESG and climate-related risks, and formally discusses climate risk as it relates to the Group at least annually.

Day-to-day implementation of our approach to incorporating climate change into investment processes is the responsibility of all ICG investment professionals, guided by the Responsible Investing Committee and the Responsible Investing team. See ICG's Responsible Investing Policy for further details of the remit of our Responsible Investing Committee.

Ensuring that our investment teams have sufficient knowledge to implement this policy is essential. ICG is committed to providing all relevant ICG employees with regular briefings on climate change including related regulatory developments and industry best practice.

## Governance and Oversight

The Board has delegated responsibility for the implementation of this policy to the Executive Directors.

Day-to-day implementation of this policy is the responsibility of all ICG investment professionals, guided by the Responsible Investing Committee and the Responsible Investing team. ICG's Responsible Investing Committee oversees the promotion, support and integration of responsible and sustainable business practices, including in respect of ESG matters, across ICG's investment strategies and the businesses in which it invests. The Responsible Investing Committee is comprised of the Head of Investment Office, the Head of Responsible Investing and senior investment professionals from across ICG's investment strategies.

The Committee's main responsibilities are to:

- Ensure that ESG considerations are integrated throughout the investment

process for each strategy, in accordance with ICG'S Responsible Investing Policy, Responsible Investing Framework and Climate Change Policy;

- Ensure that ICG's investment teams have the required skills and understanding to

effectively assess ESG-related risks for new investment opportunities and monitor and engage with company management in our portfolio companies on ESG issues; and

- Monitor the wider landscape of ESG issues to identify new and emerging issues and

ensure action is taken to implement ESG-related legislation, industry initiatives or ICG initiatives.

Ensuring that our investment teams have sufficient knowledge to implement this policy is essential. ICG is committed to providing all relevant ICG employees with regular bespoke responsible investing training, comprehensive responsible investing guidance and access to online ESG tools to ensure they can identify and address ESG risks and opportunities in their investment activities. The Responsible Investing team also provides regular briefings on emerging ESG topics, regulatory developments and industry best practice.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]The following steps form part of our engagement:
- new engagement initiatives through industry bodies or trade associations (such as Invest Europe or BVCA); are discussed and approved by the Executive Directors of ICG to ensure alignment to our climate change approach;
- The ESG team, who develops and implements the climate change approach, is involved in such engagement initiatives to ensure alignment.

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