Citigroup Inc

Citi's Global Government Affairs team works closely with business to advocate the company's interests through direct contact with government officials or in-directly through trade and business associations. [...] Compliance Citi complies with all international, national, state, and local laws concerning lobbying registration and reporting. At the U.S. federal level, quarterly lobbying disclosures are filed with the U.S. Congress disclosing Citi's federal lobbying expenditures and the issues lobbied. To review our U.S. quarterly filings, visit the [Office of the Clerk of House of Representatives or the Secretary](https://disclosurespreview.house.gov/?index=%22lobbying-disclosures%22&size=10&sort=[{%22_score%22:true},{%22field%22:%22registrant.name%22,%22order%22:%22asc%22}]) [of the Senate and search for "Citigroup Washington, Inc." in](https://lda.senate.gov/system/public/) the Registrant Name field. State and local, and international [disclosure websites are listed on Citigroup.com.](http://Citigroup.com)

The Citi Board of Directors has ultimate oversight of our work to identify, assess and integrate ESG and sustainability-related risks and opportunities throughout Citi, including our climate-related work and talent and DEI efforts. The Board receives reports from key personnel on our progress and key issues on a periodic basis. Standing committees of our Board include: [...] In addition to oversight by the full Board, the Nomination, Governance and Public Affairs Committee oversees the company's ESG activity, including reviewing our policies and programs for sustainability, climate change, human rights, diversity and other ESG matters, as well as advising on engagement with external stakeholders. For more information on the roles and responsibilities of this committee, see the Nomination, Governance and Public Affairs Committee charter. [...] The Audit Committee has oversight over the controls and procedures related to Citi group level ESG and climate-related reporting. See the Audit Committee charter for more information on the roles and responsibilities of this committee [...] The Risk Management Committee provides oversight of and reviews key risk policies, including those related to environmental, social and climate risk. For more information on the roles and responsibilities of this committee, see the Risk Management Committee charter. [...] The Global ESG Council provides a senior management forum for oversight of our ESG commitments and priorities. In 2022, the Council reviewed sustainable finance progress, climate data governance, updates on progress toward our net zero operations goal and our sector target-setting process for emissions reductions in our lending portfolio. Council members also oversaw our progress on workforce DEI representation goals and our Action for Racial Equity external audit results. In 2022, we expanded oversight by our Board of Directors and codified alignment of ESG issues to certain Board Committees, such as our Net Zero Plan, climate risk management and the controls and processes around climate and ESG disclosures.

The Citi Board of Directors has ultimate oversight of our work to identify, assess and integrate environmental- and social-related risks and opportunities throughout Citi, including our climate-related work and diversity, equity and inclusion and talent efforts. The Board receives reports from key personnel on our progress and key issues on a periodic basis. [...] The Nomination, Governance and Public Affairs Committee of the Board receives reports from management on Citi's activities pertaining to environmental sustainability, climate change, human rights and other environmental and social issues, as well as Citi's strategy for engagement with external stakeholders. For more information on the roles and responsibilities of this committee, see the [Nomination, Governance and Public Affairs Committee Charter.](https://www.citigroup.com/rcs/citigpa/akpublic/storage/public/nomcharter.pdf) [...] The Audit Committee of the Board has oversight over the controls and procedures related to Citi group-level ESG and climate-related reporting. For more information on the roles and responsibilities [of this committee, see the Audit Committee Charter.](https://www.citigroup.com/rcs/citigpa/akpublic/storage/public/auditcharter.pdf) [...] The Risk Management Committee of the Board provides oversight of the Citi Risk Management Framework and risk culture and reviews our key risk policies and frameworks, including receiving climate risk-related updates. For more information on the roles and responsibilities of this committee, [see the Risk Management Committee Charter.](https://www.citigroup.com/rcs/citigpa/akpublic/storage/public/riskmanagementcharter.pdf) [...] Citi's full Board provides oversight of Citi's net zero strategy and related metrics and activities. [...] Citi's ESG Council provides a senior management level forum for oversight of our ESG-related commitments. The ESG Council, which meets quarterly, is chaired by the CEO and includes members of the Executive Management Team as well as subject matter experts. Other steering groups, including the Climate Risk Steering Group and the Climate and Sustainability Council, also exist to provide forums for discussion, debate and deep dives into key topics, and the leads of those steering groups are members of and/or provide reports to the Global ESG Council. [...] The senior-executive level Climate Risk Steering Group consists of Citi leaders from across the firm who provide guidance, feedback and support with regards to the integration of climate risk management. The Steering Group is chaired by the Head of Climate Risk and facilitates engagement with senior global leadership, ensuring senior management commitment and provides assistance to help coordinate resources across the firm. [...] The Climate and Sustainability Council provides input and guidance on relevant policies and initiatives and helps drive sustainability through the businesses. The committee is chaired by the Chief Sustainability Officer (CSO) and includes other executives from Banking, Risk, Public Affairs, Operations, and ESRM. Committee meetings are held approximately bi-monthly.

This report represents our continued leadership in climate change and disclosure in line with the TCFD recommendations and the progression of our efforts over the years. It has the full support of our management team, and our net zero plan was reviewed by our Board of Directors. Since publishing our second TCFD Report in 2020, we formed a new Global ESG Council consisting of senior members of management and grew our dedicated Climate Risk team to include expertise in credit risk, scenario analysis, stress testing and regulatory engagement. We also formed the Natural Resources and Clean Energy Transition team by combining the expertise and knowledge of existing teams to more effectively drive client engagement efforts in the Energy, Power and Chemicals sectors.

Citi's Board of Directors (Board) has ultimate oversight of Citi's approach to considering, evaluating and integrating climate-related risks and opportunities throughout the organization, including oversight of our Net Zero Plan and progress toward Citi's climate-related goals (as detailed on page 6 of our 2022 TCFD Report). The Board and certain Board committees receive regular reports from key personnel, such as Citi's Chief Sustainability Officer and the Head of Climate Risk, regarding climate-related matters. Three Board-level committees have oversight responsibility for climate-related activities: the Nomination, Governance and Public Affairs Committee (NGPAC), the Risk Management Committee (RMC) and the Audit Committee (AC). The NGPAC oversees many of Citi's ESG activities, including receiving reports from management on climate-related matters. The NGPAC also receives reports on Citi's strategy for engagement with external stakeholders, including reviews of management's proposed responses to shareholder proposals. The NGPAC also reviews Citi's disclosure approach for sustainability and climate change issues. The NGPAC receives reports from Citi's Chief Sustainability Officer on at least an annual basis. During 2023, the NGPAC received a report on Citi's climate strategy as well as biodiversity and human rights considerations and how they intersect with climate. For more information on the roles and responsibilities of the NGPAC, please see our NGPAC Charter. The RMC provides oversight of Citi's risk management framework and reviews Citi's key risk policies and practices, including those focused on climate-related risks. The RMC also receives updates, as necessary and appropriate, from management on climate-related risk. During 2023, the RMC received updates on climate risk including information on regulatory engagements, progress on Citi's Net Zero Plan implementation and results of climate scenario analyses from the Head of Climate Risk. For more information on the roles and responsibilities of the RMC, please see our RMC Charter. The AC assists the Board in fulfilling its oversight responsibilities relating to, among other things, the effectiveness of Citi's control environment and our internal disclosure controls and procedures. The AC reviews and discusses controls and procedures related to Citi's group-level ESG and climate-related reporting, including both voluntary and required disclosures. For more information on the roles and responsibilities of the AC, please see our AC Charter.

A broad governance structure oversees our Net Zero Plan, consisting of the full Board and three Board committees: an ESG Council chaired by our CEO, and a newly formed Climate and Sustainability Council, which combines our prior Global Sustainability Steering Committee and our Net Zero Task Force. Operationalizing this Net Zero Plan will require a coordinated effort across our businesses. We are providing financial support and advice for climate solutions under our $1 Trillion Sustainable Finance Commitment. In addition, we are working to improve our own skill base to better assess and support our clients. We are providing climate-related training to frontline banking teams and risk managers to advance our engagement strategy to better assess our clients' climate risk and transition plans while maintaining transparent and productive communication with a variety of stakeholders including investors, regulators and policymakers. Our sectoral targets, exposures and financed emissions and intensity metrics will serve as benchmarks to keep us accountable and highlight any needs for corrective action. [...] Expanded our Board of Directors' oversight of certain climate-related matters such as climate risk and climate and ESG disclosures. Codified the integration of climate-related issues with certain Board committees, including incorporating oversight of our climate disclosure risk and controls environment into the Audit Committee (AC) charter and climate risk oversight into the Risk Management Committee (RMC) charter; [...] Commenced an ESG Disclosure Committee to support the Board and AC and provide oversight of Citi's disclosure controls and procedures; [...] The NGPAC oversees many of Citi's ESG activities, including receiving reports from and advising management on climate-related matters. The NGPAC receives reports from Citi's Chief Sustainability Officer on at least an annual basis. The NGPAC also reviews Citi's policies, programs and disclosure approach for sustainability and climate change issues, and oversees management's engagement with investors and major external stakeholders on sustainability and climate change matters. [...] The RMC provides oversight of Citi's risk management framework and reviews Citi's key risk policies and practices, including those focused on climate-related risks. The RMC also receives updates, as necessary and appropriate, from management on climate-related risk. During 2022, the RMC received updates on climate risk including the climate risk management framework, client-level climate assessment methodology and results of climate scenario analysis. [...] The AC assists the Board in fulfilling its oversight responsibilities, such as general compliance with legal and regulatory requirements and our internal disclosure controls and procedures. Ultimately, the AC has oversight over the controls and procedures related to Citi's ESG and climate-related reporting, including both voluntary disclosures and regulatory filings. In 2022, the AC held two meetings to review existing ESG disclosure controls and procedures. [...] Senior managers from the Institutional Clients Group, Risk Management, Enterprise Services and Public Affairs, Finance and Legal collaborate and work simultaneously to manage climate risk and implement Citi's Net Zero Plan. [...] In 2022, the ESG Council, which consists of senior members of management and certain subject matter experts who provide review and guidance of our ESG activities and goals, met on a near monthly basis to discuss sustainable finance progress, climate data governance and progress towards our net zero operations commitment. The ESG Council additionally reviewed our net zero financing progress, which included discussions of targets for new sectors and for the Energy and Power sectors. [...] Constructive engagement with the public sector is one of our Net Zero Transition Principles, as we know that achieving net zero will also require public policy and technology solutions. We continue to engage with regulators and policymakers — locally, nationally and internationally — to further efforts regarding climate policy and regulation. In 2022, Citi's climate-related engagement priorities in the U.S. included the SEC proposed climate disclosure rule, for which Citi submitted a comment letter to the SEC (see page 36), the tax incentives for climate solutions included in the Bipartisan Infrastructure Law and the Inflation Reduction Act; proposed principles for the risk management of climate-related financial risks issued by the Basel Committee on Banking Supervision (BCBS) and by U.S. regulators, for which Citi submitted a comment letter to the BCBS; and global harmonization of climate-related disclosure regulation. Citi is also a member of trade and business associations that may lobby on different issues, including climate change, but these associations do not necessarily represent Citi's positions on every issue. Below is a summary of certain trade and business associations that Citi is a member of, and how Citi has engaged with them on climate-related issues.

###### ESG Governance at Citi

Good governance is a fundamental principle at Citi, and we work to ensure that we are at the leading edge of best practices. We strive to maintain the highest standards of ethical conduct — reporting with accuracy and transparency and complying with the laws, rules and regulations that govern Citi's businesses.

Corporate Governance

Our governance structures, policies and

processes serve employee, client and

community needs; promote a culture of

accountability and ethical conduct across

our firm; and support our commitment

to address global challenges through our

core business.

Citi's Board of Directors plays an

important role in providing oversight of

our efforts to ensure responsible business

practices. For example, the Personnel

and Compensation Committee reviews

all compensation programs, including

incentive compensation, so that they

do not, among other things, encourage

imprudent risk taking. The Nomination,

Governance and Public Affairs Committee

(NGPAC) oversees Citi's global ESG

activities and performance. Our Ethics,

Conduct and Culture Committee reflects

our commitment to promote a strong

culture of ethical conduct. The Risk

Management Committee also provides

oversight of climate risk.

Standing committees of our Board include:

**•** Audit

**•** Ethics, Conduct and Culture

**•** Executive

**•** Nomination, Governance and

Public Affairs

**•** Personnel and Compensation

**•** Risk Management

In addition, the Board formed the

Transformation Oversight Committee, an

ad hoc committee to provide oversight of

management's remediation of the issues

identified in the consent orders with the

Federal Reserve Board and Office of the

Comptroller of the Currency.

[See our website for more information](https://www.citigroup.com/citi/investor/corporate_governance.html)

about Citi's corporate governance, includ­

ing our Board committee charters. See our

[2021 TCFD Report for details on our gover­](https://www.citigroup.com/citi/sustainability/data/taskforce-on-climate-related-financial-disclosures-report-2021.pdf)

nance for climate change specifically.

###### ESG Governance

The NGPAC oversees our ESG activities.

This committee's responsibilities include

reviewing our policies and programs for

sustainability, climate change, human

rights, diversity and other material ESG

issues, as well as advising on engage­

ment with external stakeholders. For

more information on the roles and

responsibilities of this committee, see

[the Nomination, Governance and Public](https://www.citigroup.com/citi/investor/data/nomcharter.pdf?ieNocache=54)

[Affairs Committee charter.](https://www.citigroup.com/citi/investor/data/nomcharter.pdf?ieNocache=54)

In July 2021, we formed a new Global ESG

Council to provide a senior management

forum for oversight of our ESG commit­

ments and ambition. The formation of

the Council highlights our commitment to

ESG matters, including our climate-related

strategies, at the highest level of our

organization. Chaired by our CEO, the

Council meets on a near-monthly basis

and includes members of the Executive

Management Team as well as internal

subject matter experts. Steering groups,

including the Climate Risk Steering

Group, the Net Zero Task Force and

Global Sustainability Steering Committee,

continue to operate, and the leads of

those steering groups are members of and

provide reports to the Global ESG Council.

[Learn more in our 2021 TCFD Report.](https://www.citigroup.com/citi/sustainability/data/taskforce-on-climate-related-financial-disclosures-report-2021.pdf)

###### Sustainability and
Climate Change

Citi's Board of Directors and senior

management continue to expand the

governance of climate risk and integrate

climate considerations into their priorities.

In 2021, in addition to the announcement

of our net zero commitment and the

creation of our new Global ESG Council, we

accomplished the following:

**•** Grew our dedicated Climate Risk team

with additional expertise in credit risk,

scenario analysis, stress testing and

regulatory engagement

**•** Rolled out our first training module on

climate risk

**•** Created the Natural Resources & Clean

Energy Transition team to combine

our Energy, Power and Chemicals

businesses in order to assist our clients

across these sectors as they transition

**•** Established our Net Zero Task Force, a

cross-functional group to support the

development and launch of our net zero

plan. The Task Force is led by our Chief

Sustainability Officer and includes

leaders from diverse business units

such as Independent Risk Management;

Banking, Capital Markets, and Advisory;

Global Markets; Personal Banking &

Wealth Management; as well as Global

Public Affairs, Enterprise Operations &

Technology, Legal and Finance.

The Board and senior management have

also increased the frequency and depth of

conversations regarding climate matters.

Citi's Board has ultimate oversight of Citi's

approaches to considering, evaluating

and integrating climate-related risks and

opportunities throughout the organization.

The Board receives reports from key

personnel on Citi's progress and key issues

on a periodic basis. In addition to reporting

to the full Board, the NGPAC provides

oversight of sustainability activities and

performance generally and the firm's

climate change efforts specifically, and

the Risk Management Committee (RMC)

provides oversight of climate change risk.

The NGPAC receives periodic updates from

Citi's Chief Sustainability Officer (CSO)

and the head of Community Investing and

Development. The NGPAC also reviews

Citi's governance and significant policies

and programs for sustainability and

climate change issues and advises manage­

ment on our engagement with investors

and external stakeholders on these topics.

For more information on the roles and

responsibilities of the NGPAC, please see

[our NGPAC Charter. The RMC provides](https://www.citigroup.com/citi/investor/data/nomcharter.pdf)

oversight of Citi's Risk Management

function and reviews Citi's risk policies and

frameworks. For more information on the

roles and responsibilities of this commit­

[tee, please see our RMC Charter.](https://www.citigroup.com/citi/investor/data/riskmanagementcharter.pdf)

In 2020 into 2021, the NGPAC reviewed

and discussed investor and market devel­

opments related to net zero, including a

shareholder proposal pertaining to net

zero, and considerations for Citi as it delib­

erated on the implications of a potential

net zero commitment. These discussions

continued with the full Board throughout

2021. During 2021, the full Board partic­

ipated in a climate education session

facilitated by the Head of Climate Risk, the

CSO and the Head of Corporate Banking.

The full Board received reports from the

CSO regarding sustainability activities and

performance, including those related to

climate change and Citi's net zero plan,

and the RMC received reports from the

Head of Climate Risk regarding emerging

bank regulatory trends on climate risk and

Citi's approach to meeting them. Members

of the Board also participated in investor

calls on a variety of governance, climate

risk and environmental and social matters.

Senior managers from Global Public

Affairs, Risk, Finance, Legal, Operations

& Technology and various business units

from our Institutional Clients Group also

contribute expertise to address the chal­

lenges presented by climate change.

Learn more in the Climate Risk section and

[in our 2021 TCFD Report.](https://www.citigroup.com/citi/sustainability/data/taskforce-on-climate-related-financial-disclosures-report-2021.pdf)"
"Public Policy\n\nBeing a responsible corporate citizen includes engagement in the political process as a part of our strong ESG prac­\ntice. The potential impact of public policy\non our business, employees, communities\nand customers is an important reason\nwhy Citi works to advance and protect the\nglobal business interests of our company\ndirectly and indirectly through engage­\nment with trade associations, governments\nand elected officials around the world. Citi\nadvocates for public policies that support\nthe interests of our company, clients and\nemployees, such as trade, cybersecurity,\ndata localization, tax and financial reform.\n[Guided by Citi's Political Engagement](https://www.citigroup.com/citi/investor/political-engagement-statement.htm)\n[Statement, company political activities are](https://www.citigroup.com/citi/investor/political-engagement-statement.htm)\nperformed in compliance with applicable\nlaws and regulations.\n\nUnder U.S. Federal Election Commission\nrules, Citi's Political Action Committee (Citi\nPAC) pools the voluntary contributions of\neligible employees to support U.S. political\ncandidates and campaigns that support\nthe financial industry and complementary\npro-business policies. In 2021, we reviewed\nand strengthened our principles for deter­\nmining future support by Citi PAC. The\nupdated criteria include:\n\n**•** Support of business issues important\nto Citi\n\n**•** Position on a committee with jurisdic­\ntion over policy issues important to Citi,\nor elected leadership position\n\n**•** Representation of a state or district\nwhere Citi has a significant employee\npresence\n\n**•** Character and integrity, and demon­\nstrated commitment to bipartisanship,\ngoverning and protecting democratic\ninstitutions\n\nOur bipartisan Government Affairs team\nand the Citi PAC Board will consider\nwhether contributions meet the strength­\nened criteria going forward.

##### Board Oversight

As discussed in more detail in our 2020 TCFD Report, Citi's Board of Directors has ultimate oversight of Citi's work to identify, assess and integrate climate-related risks and opportunities throughout the organization. In addition to oversight by the full Board, the Nomination, Governance and Public Affairs Committee (NGPAC) of the Board and the Risk Management Committee (RMC) of the Board are the bodies primarily charged with oversight of our climate change efforts.

In 2020 into 2021, the NGPAC reviewed and discussed investor and market developments related to net zero, including a shareholder proposal pertaining to net zero, and considerations for Citi as it deliberated on the implications of a potential net zero commitment. These discussions continued with the full Board throughout 2021. During 2021, the full Board participated in a climate education session provided by the Head of Climate Risk, the Chief Sustainability Officer (CSO) and the Head of Corporate Banking. The full Board received reports from the CSO regarding sustainability activities and performance, including those related to climate change and Citi's net zero plan, and the RMC received reports from the Head of Climate Risk regarding emerging bank regulator trends on climate risk and Citi's approach to meeting them. Members of the Board also participated in investor calls on a variety of governance, environmental and social matters, including climate risk.

Details regarding our Board's oversight of climate matters, including the scope of the NGPAC's oversight of Citi's climate activities and performance and the RMC's oversight of risk policies and frameworks, are [described in greater detail in our 2020 TCFD Report and in these committees' charters on our website.](https://www.citigroup.com/citi/investor/corporate_governance.html)

##### Senior Management Responsibility

During 2020 and 2021, Citi's climate governance structure continued to evolve to respond to the demands of our climate strategy to meet global objectives. Our climate teams also have continued to expand their climate expertise and ability to identify, assess and manage climate-related risks and ultimately to integrate climate risk into our business. In July 2021, we formed a new Global ESG Council in order to provide a senior-level forum for oversight of our ESG commitments and ambition. The Global ESG Council, which meets on a near-monthly basis, is chaired by our CEO and includes members of the Executive Management Team as well as subject matter experts. Existing steering groups, including the Climate Risk Steering Group, Net Zero Task Force and Global Sustainability Steering Committee, continue to operate, and the leads of those steering groups are members of and provide reports to the Global ESG Council. The formation of the Council highlights Citi's commitment to ESG matters, including our climate-related strategies, at the highest level of our organization. The other enhancements we have made to our climate risk management and governance structure are described below.

We have not included details on most of the aspects of our climate governance structure that have not changed since we issued our 2020 TCFD Report. Additional information regarding the senior management structure of our climate governance including our corporate, risk management, operations and technology groups and certain business units, are described in greater detail in pages 13 through 15 of our [2020 TCFD Report.](https://www.citigroup.com/citi/sustainability/data/finance-for-a-climate-resilient-future-2.pdf)

###### Net Zero Governance

In 2021, we expanded our climate-related governance to address our commitment to achieving net zero emissions associated with our financing by 2050 and net zero emissions for our operations by 2030. Specifically, we established our Net Zero Task Force to support the development and launch of our net zero plan. The Task Force is led by our CSO and includes leaders from diverse business units such as Independent Risk Management; Banking, Capital Markets, and Advisory (BCMA); Global Markets; Global Wealth and Global Consumer as well as Global Public Affairs, Enterprise Operations & Technology (EO&T), Legal and Finance. We established this broad task force to collectively build knowledge on net zero, inform decisions on our methodology and ensure that information is flowing across Citi's businesses.

Efforts to achieve net zero emissions for our operations are led by the EO&T unit, in close coordination with the Net Zero Task Force and our broader net zero plan.

###### Risk Management

During 2021, we continued to pursue improved integration of climate issues into the company's broader business strategies, including with respect to risk management and oversight. The senior-executive level Climate Risk Steering Group consists of senior Citi leaders from across the firm who provide guidance, feedback and support with regards to the integration of climate risk management. The Steering Group facilitates engagement with senior global leadership, ensuring senior management commitment, and provides assistance to help coordinate resources across the firm. The Steering Group, which meets quarterly, provides senior support for the Climate Risk Working Group and Climate Risk team.

The Climate Risk Working Group is a global, cross-functional group that pulls expertise from Risk Management, Banking, Markets, Consumer, Legal, Compliance, Government Affairs, and Sustainability & ESG. This group meets on a monthly basis and has the central objective of building climate risk management capabilities and integrating climate risk into existing governance, risk processes and controls. This group is supported by sub-workstreams focusing on risk identification, risk assessments, scenario analysis and stress testing, data and analytics, governance and advocacy. Each workstream is co-led by a member of Citi's dedicated Climate Risk team which has grown in size since our last report and added expertise in credit risk, scenario analysis, stress testing and regulatory engagement on climate risk issues.

The Environmental and Social Risk Management (ESRM) team, comprised of subject matter experts across various environmental and social issues, continues to provide internal expertise to the Climate Risk team, Climate Risk Working Group, the Net Zero Task Force and our business units. ESRM also oversees our climate risk assessment processes for project-related lending under the Equator Principles and the ESRM Policy Sector Approaches, which include requirements for high-carbon sectors.

Our climate risk and net zero work are related and reinforce each other. Our climate risk work focuses on the integration of climate risk into Citi's risk management governance, processes and strategies, while our net zero work focuses on Citi's impacts on the climate and achieving our net zero emissions targets. Common linkages exist between the two workstreams. For example, both rely on common data elements such as GHG emissions and better understanding of our clients' climate change mitigation and/or adaptation plans. Additionally, risk management tools can help achieve our net zero goals and our net zero plan can drive risk mitigation, particularly for reputation, credit and strategic risk. Leadership from both the Net Zero Task Force and Climate Risk Steering Group convene periodically to ensure alignment of objectives and efficient sharing of resources for each group's initiatives.

In 2021, Citi launched our first dedicated enterprise-wide training module on climate risk. Prior to rollout of the training module, our climate risk trainings have been bespoke for specific audiences to raise awareness on transition and physical climate risk, the increase in regulatory requirements and how climate risk fits into our risk management perspective and the climate journey Citi has taken to date. The training module allows us to reach a broader audience to support the ongoing integration of climate risk considerations into our risk management processes.

###### Business Units

Citi remains committed to working closely with clients to support their business plans as they transition to net zero. In March 2021, we created the Natural Resources & Clean Energy Transition team in order to drive client engagement efforts in the Energy, Power and Chemicals sectors. This team includes corporate and investment bankers with deep knowledge of the Energy and Power sectors and unites them under a single umbrella to more effectively evaluate and pursue opportunities to assist our clients with the net zero transition.

Our Sustainability & Corporate Transitions (SCT) team, founded in 2020, also continues to help us engage with clients across sectors to provide transition support. This team provides support to the industry and product groups with a focus on climate and broader ESG engagement, including providing assistance to clients in the furtherance of their net zero ambitions.

Our Sustainable Debt Capital Markets (Sustainable DCM) team, formed in 2020, has technical expertise on green, social and sustainability bonds as well as sustainability-linked bonds, and works with debt capital markets and industry bankers to originate and structure issuances for these types of bonds on behalf of clients around the world. The Sustainable DCM team also advises Citi Treasury on Citi's own sustainable debt issuance programs.

These teams, under our Banking, Capital Markets and Advisory group, are central to the integration of our climate strategies deep into our organization. Through these teams, we have increased the climate fluency of our business team leaders, allowing climate considerations to be better integrated into our business decision-making.

##### Remuneration

The Personnel and Compensation Committee of the Board holds senior executives responsible, and senior executives hold their team members responsible, for managing our climate change efforts through incentive compensation decisions. Citi's incentive compensation program is discretionary, not formulaic. Management of climate change efforts is taken into account in the program in two ways. First, senior executives are held accountable for business performance through specific metrics designated on a position-by-position basis. Progress on our $500 Billion Environmental Finance Goal and milestones for the development of our net zero plan are incorporated into the executive scorecards of our CEO and the CEO of Citi's Institutional Clients Group, and guidance on the development and publication of our net zero plan is also incorporated into the executive scorecard of our EVP of Global Public Affairs. Second, climate change strategy and risk management performance goals are incorporated into annual goals and performance review processes for a number of our senior managers and their teams who are responsible for developing and implementing our approach to climate change. These managers include the CSO, Head of ESRM, Head of Climate Risk and the Head of Facilities Management, whose team is responsible for our environmental footprint goals. Corporate performance against scorecard metrics and individual performance against annual goals are two factors, among others, that are taken into account in determining incentive compensation.

#### 2. Governance

2.1. Governance Body Responsible for Oversight of Climate-Related Risk and Opportunities (NZ CS 1 para 7(a))

Citi has a global approach to considering, evaluating, and integrating climate-related risks and opportunities throughout the global organisation, including overseeing Citi's Net Zero Plan. For more [information on Citi's Net Zero Plan, please see the TCFD Report.](https://www.citigroup.com/rcs/citigpa/storage/public/2023-Citi-Climate-Report.pdf)

While the board of Citibank, N.A. is responsible for the Citi NZ Climate Statements on behalf of Citi NZ, from 29 March 2024 the Australia and New Zealand Country Coordinating Committee ("CCC") became the governance body responsible for the oversight of climate-related risks and opportunities in New Zealand. Prior to 29 March 2024, the New Zealand Country Coordinating Committee ("NZ **CCC") was the** governance body responsible for the oversight of climate-related risks and opportunities in New Zealand.

The NZ CCC merged with the Australia Country Coordinating Committee effective on 29 March 2024 and became the CCC for both countries. All references to the CCC below apply to the NZ CCC prior to 29 March 2024 as applicable unless otherwise specified.

One of the CCC's roles is to consider actions recommended by Citi NZ's management in relation to all elements of the climate-related disclosure regime found in Part 7A of the FMCA ("CRD Regime") and approve when considered appropriate by the CCC members.

The Citi NZ Citi Country Officer ("CCO"), who was a member and chairperson of the NZ CCC prior to 29 March 2024 and a member of the CCC from 29 March 2024, is able, by way of delegated authority through a power of attorney ("POA") issued by Citibank, N.A. in New York, to approve any actions in New Zealand, including approving the final version of, and signing the Citi NZ Climate Statements. The POA is reviewed annually. The CCO leverages Citi NZ's governance framework to manage operations in New Zealand, a key component of that being a member of the CCC.

The Asia North and Australia Cluster Committee ("ANACC") was established on 29 March 2024. Matters relating to the CRD Regime can be escalated and/or referred, as required by the CCC to the ANACC.

Citi NZ's climate-related governance structure continues to evolve as the understanding of its climaterelated risks and opportunities grows. The following diagram illustrates Citi NZ's governance structure for ensuring all elements of the CRD Regime are satisfied.

#### 2.2.1. Processes and Frequency (NZ CS 1 para 8(a))

The CCC generally meets monthly to discuss (among other things) as and when required escalations and compliance with all material elements of the CRD Regime, including the identification, assessment and management of climate-related risks and opportunities.

The New Zealand Task Force on Climate-Related Financial Disclosures Steering Committee ("Steering **Committee"), which is made up of key members of management, legal, compliance and risk and was set** up for the purpose of considering and informing the CCC about material aspects of climate related matters (e.g. climate related disclosure), meets quarterly (or more frequently as required) and reports as and when required to the CCC in relation to Citi NZ's progress to date with the CRD Regime. Prior to providing these reports, the Steering Committee will have discussed any relevant matters (e.g., the preparation of the Citi NZ Climate Statements) with any established working groups. As at the date of these Citi NZ Climate Statements, the established working groups include:

- the Governance Working Group;

- the Strategy Working Group;

- the Risk Management Working Group; and

- the Metrics and Targets Working Group

(together the "Working Groups").

Each of the Working Groups meets as needed to discuss the area assigned to it, and updates the Steering Committee regularly about its progress with the preparation of the Citi NZ Climate Statements and other aspects of the CRD Regime.

#### 2.2.2. Skills and Competencies (NZ CS 1 para 8(b))

CCC climate expertise

Currently, CCC members have experience across their specific skill areas and contribute to relevant elements of the strategy and risk framework for Citi NZ, including environmental, social and governance ("ESG") risk. The CCC exercises its responsibilities in accordance with allocated risk expertise under the CCC's Charter.

As at the date of these Citi NZ Climate Statements, the CCC has not developed formal skills and competencies in relation to climate change at the governance level. However, in 2023, some members of the NZ CCC attended climate education and training sessions and events relating to ESG, green and sustainable banking, and climate change risks.

In 2023, Citi globally launched the Citi Sustainability Learning Centre, an online self-paced learning programme focused on climate, sustainability and ESG. It offers Citi employees across the globe the opportunity to increase their awareness about sustainable opportunities and risks faced by Citi and other financial institutions by learning about sustainability and ESG concepts.

#### 2.3. Management's Role in Assessing and Managing Climate-Related Risks and Opportunities (NZ CS 1 para 7(c))

2.3.1. Assignment of Roles and Processes and Frequency of Engagement with the Governance Body (NZ CS 1 para 9(a))

Citi NZ's management team is represented on the Steering Committee and Working Groups.

The CCO's powers are delegated to the Heads of Business and specific functions in the management team within Citi NZ, as well as some persons offshore via POA. These delegations are for one year and are reviewed and renewed as and when personnel change.

As mentioned above, the Steering Committee is made up of key members of management, legal, compliance and risk.

The Working Groups are designed to deal separately with each of the four main thematic areas of the NZ Climate Statement, derived from NZ CS 1: governance, strategy, risk management and metrics and targets. Each Working Group is comprised of relevant stakeholders who have expertise in the relevant thematic area. Members of each Working Group will change from time to time.

The Working Groups' mission is to define, oversee and drive the implementation of actions to meet Citi NZ's climate-related strategic objectives and commitments aligned with regulatory expectations and standards.

#### 2.3.3. Processes and Frequency (NZ CS 1 para 9(c))

The Steering Committee meets quarterly (or more frequently as required to discuss (among other things) as and when required climate related matters arise (e.g.climate related disclosure). As mentioned above, the Steering Committee reports as and when required to the CCC in relation to Citi NZ's progress to date with the CRD Regime. Prior to providing these reports, the Steering Committee will have discussed any relevant matters (e.g., the preparation of the Citi NZ Climate Statements) with the relevant Working Groups or members thereof.

Each of the Working Groups meets as needed to discuss the area assigned to it and invites relevant stakeholders to join these meetings to ensure they are appropriately informed about how to identify and monitor relevant climate-related risks and opportunities. In relation to the preparation of the Citi NZ Climate Statements, the Working Groups attended workshops in October – December 2023 with legal advisers to discuss and prepare the relevant sections of the Citi NZ Climate Statements.

The Government Affairs team works closely with Citi's core businesses and functions to advocate the company's interests through direct contact with government officials or indirectly through trade and business associations. [...] A third party provides on-going monitoring of social media and news activities of the individuals we have identified for contributions during the calendar year.