Cementir Holding NV

The Remuneration and Nomination Committee also prepares the Board's decision-making (including, if applicable, proposals of the Board for the General Meeting) regarding: [...] (f) the supervision of the policy of the Board regarding the selection criteria and appointment procedures for senior management; [...] The Remuneration and Nomination Committee reports on its deliberations and findings to the Board. This report includes information on how the duties of the Remuneration and Nomination Committee were carried out in the financial year, and also reports on the composition of the Remuneration and Nomination Committee, the number of meetings of the Remuneration and Nomination Committee and the main items discussed at those meetings. [...] The Remuneration and Nomination Committee describes, in a transparent manner, in addition to the matters required by law: [...] (b) how the implementation of the remuneration policy contributes to sustainable long-term value creation; [...] During these meetings, the Remuneration and Nomination Committee examined and discussed, among other things, the remuneration policy and the report on remuneration drawn up in accordance with Art. 2:135a of the Dutch Civil Code and Best Practice provision 3.1 and following of the Code, and the report concerning the activity carried out by the Committee in 2022, drawn up in accordance with Best Practice provision 2.3.5 of the Code and presented to the Company's Board of Directors; discussed the annual assessment carried out by the members of the Committee pursuant to Best Practice provision 2.2.6 of the Code; updated the Board Profile on the occasion of the examination of the candidacy proposals to be discussed in the Board; discussed and verified the independence requirements in the context of the review of the requirements for membership in the Euronext Star Milan segment; verified the achievement of the gender diversity targets set for 2022 and approved the proposed D&I targets for 2023, determined in accordance with current legislation, to be submitted to the Board of Directors for approval; also examined and discussed the implementation of the LTI plans with particular reference to payments made on the basis of the LTI2020-2022 Plan as well as the assignment criteria and the setting of the objectives relating to the 2023-2025 LTI Plan; also examined the assigned ESG objectives included in the STI Plan; finally, received the periodic update on the Succession Plan for the Company's personnel. [...] The meetings were always attended by the Group General Counsel and the Group Chief Human Resources Officer was also invited for all matters of relevance. [...] The Remuneration and Nomination Committee provides advice and submits proposals to the Board of Directors, and supervises to ensure that the Remuneration Policy is defined and applied; specifically it prepares the Board of Directors' decision-making regarding the: [...]  periodical assessment of size and composition of the Board and its Committees, and the proposal for the profile of the Board also in regard to the professional roles whose presence within the Board or the Board Committees is deemed necessary in order for the Board to express its strategy to shareholders before the new Board is appointed, also taking into account the results of the annual assessment of the Board and the Board Committees as required by the Code;  drawing up of selection criteria and appointment procedures for Executive Directors and Non-Executive Directors;  drawing up of a succession plan for Executive Directors and Non-Executive Directors;  proposal of candidates for the office of Executive and Non-Executive Directors;  supervision of the policy of the Board regarding the selection criteria and appointment procedures for senior management;  developing the Company's diversity, equity and inclusion policy for the composition of the Board and certain employees in senior management positions. [...] In addition:  submits proposals to the Board of Directors regarding the remuneration policy for Executive and Non Executive Directors, periodically assessing the performance of individual Executive Directors and Non-Executive Directors and reporting this to the Board;  submits proposals or provides opinions to the Board of Directors regarding the remuneration of Executive and Non-Executive Directors with specific duties, and on the setting of performance targets related to the variable-pay component;  evaluates and formulates proposals to the Board of Directors with regard to stock incentive, stock option, corporate shareholding and similar plans aimed to motivate and retain the managers and employees of the Group companies controlled by the Company;  reports to the Board on the ways it performs its duties;  examines the annual Remuneration Report to be approved by the Board and submitted to the vote of the General Meeting as part of the annual financial reports;  provides opinions on issues submitted to it from time to time for screening by the Board of Directors, concerning remuneration or any pertinent or related topics. [...] The Non-Executive Directors, including those forming the Remuneration and Nomination Committee, can access the information and contact Company departments as necessary, in order to fulfil their duties. [...] The Remuneration and Nomination Committee meets during each financial year according to a calendar scheduled by the beginning of such year and any time it may deem appropriate, upon notice issued by the Chairman of the Committee, so as to ensure the correct execution of its tasks. No Executive Director shall participate to any Committee meeting where proposals related to their remuneration are discussed. [...] Meetings of the Remuneration and Nomination Committee are attended - when deemed appropriate and at the invitation of the Committee - by Company's management (General Counsel and Chief Human Resources Officer).

Commitment to public policies related to carbon emissions. Cementir actively participates in discussions regarding Danish industrial policy at national and global level, involving, among other issues: climate change, sustainable infrastructures, circular economy, alternative fuels and waste management frameworks. Since November 2019, the Group has been involved in the most ambitious CO2 reduction project sponsored by a national government, the Danish one. Through the CEO of the associate Aalborg Portland, Cementir is leading the climate partnership for the Danish energy-intensive industry; the technical working group will provide the Danish government with the forecast of the achievable CO2 reduction potential and define the prerequisites (policies, research, innovation, subsidies, etc.).

The Sustainability Committee prepares the decision-making process of the Board of Directors in formulating and implementing a strategy in line with a view on long-term value creation by Cementir Holding N.V. and its subsidiaries, regarding the development and promotion of a healthy, safe and secure environment for the Company's stakeholders as well as the sustainable development and social responsibility and prepares any related decision-making at the Board level. [...] The Sustainability Committee shall: * assist and advise the Board on its supervision of the Group's policies, programs and related risks, concerning sustainability matters, (including, but not limited to) sustainability matters related to public issues of significance to the Group and its stakeholders that may affect the Group's business, strategy, operations, performance or reputation; * receive regular reporting from any subsidiaries' Sustainability Committees and the Sustainability Working Group to respectively collect any required information and provide requested insights and advice to the Board; * provide regular reporting to the Board; * act under any authority delegated by the Board relating to global and local sustainability matters, including with respect to setting out, monitoring, evaluating and reporting on policies and practices, management standards, strategy, performance and governance; * review and approve goals and guidelines for environmental, social and governance compliance, aligned with Group's commitments and legal requirements; * review, discuss and propose the Group's sustainability initiatives and engagement; * assist in the Board's supervision of risks relating to sustainability matters overseen by the Sustainability Committee; * review, assess and make recommendations: + to the Board as to the Group non-financial reporting and annual sustainability report; + to the Board and to other Group bodies such as subsidiaries' Sustainability Committee and/or Group Management Team regarding any sustainable development policy, including overall strategy or specific guidelines, management standards, key performance indicators of the Group relating to sustainability-related issues with the aim of ensuring that Group's policies and procedures are in line with best practice; + to the Board and to other Group bodies such as the Remuneration Committee on sustainability-related targets for management incentives at Group, regional and BU level; * recommend to the Board health and safety targets for the Company and the Group; * support the development of a health and safety culture in the Company and the Group also through its management; * annually provide reports of its actions to the Board and make recommendations to the Board and to other Group bodies as it considers appropriate; * review and reassess the adequacy of this Charter and recommend to the Board any improvements to the Charter that the Sustainability Committee considers necessary or appropriate; * undertake such other responsibilities or tasks within sustainability matters as the Board may delegate or assign to the Sustainability Committee from time to time.

The Audit Committee prepares the decision-making of the Board regarding the supervision of the integrity and quality of the Company's financial reporting and the effectiveness of the Company's internal risk management and control systems. [...] The Audit Committee focuses on monitoring the Board of Directors, among others, in the following matters: (a) relations with the internal and external auditors, and compliance with and follow-up on their recommendations and comments. [...] The internal audit function reports its audit results to the Board and the essence of its audit results to the Audit Committee and informs the external auditor. The findings of the internal audit function include the following: (i) any flaws in the effectiveness of the internal risk management and control systems; (ii) any findings and observations with a material impact on the risk profile of the Business; and (iii) any failings in the follow-up of recommendations made by the internal audit function.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]The Sustainability Committee is responsible for the coordination of all activities that influence policy. For this reason, the Sustainability Committee is responsible for the coordination of the participation of Cementir representatives in the various regional / global associations or public working groups.
For example, Cementir takes part in CEMBUREAU, the European Cement Association (trade association), the GCCA, the Global Cement and Concrete Association (trade association) and the Climate Partnership promoted by the Danish Government to cut the CO2 emissions of Denmark of 70% by 2030 (policy makers). Cementir representatives that actively participate to the mentioned associations or public working groups must engage in a way that reflects Cementir position, according to the instructions received by the Sustainability Committee.
All the activities engaged by Cementir representatives must be previously agreed with the Sustainability Committee. In addition, the Committee is quarterly updated concerning the commitment of the mentioned associations or public working groups on public policy and concerning any relevant trend or upcoming legislation concerning climate change.
In this way, the Committee can evaluate the consistency of the activities performed by the associations and working group with Cementir Sustainability Strategy.
In case, any major divergences with the mentioned associations or working groups should occur, Cementir will dissociate itself from the association and related activities. In extreme situation, Cementir will resign from the association or working group.

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