Governance

Sustainability is a core component of the Group’s business strategy. The Board of Directors and Group Management play a pivotal role in defining the Group’s approach to sustainability.

For detailed information on our governance, refer to the Corporate Governance Report in our Annual Report 2024. Further disclosures, particularly on our sustainability governance, can be found in this chapter.

Sustainability governance structure

The Group’s top management, including the Board of Directors and Group Management, deals with matters related to sustainability, reflecting the significance of sustainability impacts, risks, and opportunities to the Group. As of December 31, 2024, the Sustainability Committee of the Board consisted of three Board members: Dieter Weisskopf, Ernst Tanner, and Elisabeth Gürtler. Dieter Weisskopf, who retired as CEO of Lindt & Sprüngli in 2022, is Chair of the Committee. In his former role as CFO, he initiated and oversaw the establishment of the Lindt & Sprüngli Farming Program which was launched in 2008 for the responsible sourcing of cocoa, and was the executive responsible for overseeing corporate sustainability. Under his leadership as CEO, the Sustainability Plan was established and sustainability was further integrated into our business strategy. He, thus, brings sustainability expertise to the Committee and the Board directly relevant to the Group’s material impacts, risks, and opportunities. Dieter Weisskopf also represents Lindt & Sprüngli on the World Cocoa Foundation’s Board of Directors.

Lindt & Sprüngli promotes sustainability training opportunities for the Board of Directors.

Sustainability governance

Sustainability Committee of the Board

The Sustainability Committee of the Board guides the Board in setting the strategic direction and sustainability targets for company activities, as well as in aligning financial interests, business strengths, and social and environmental interests. This includes overseeing our material and salient social and environmental impacts, including, but not limited to, climate change, business ethics and integrity, human rights, responsible sourcing, and employee matters such as inclusion and wellbeing. The Committee regularly discusses the effect of such issues on financial performance and on the ability of the Group’s long-term strategy to create shared value, also with regard to the interests of key stakeholders. In turn, it guides the integration of sustainability into Group strategy and recommends material sustainability objectives for approval by the Board.

Three regularly convened meetings took place in 2024. These were attended by all Committee members, as well as by the CEO, CFO, and by the majority of the members of the Board of Directors (see Sustainability Committee section of the Corporate Governance Report of the Annual Report 2024). Matters discussed included a review of our 2023 and 2024 sustainability targets and activities, and the Sustainability Report 2023. Also on the agenda were an annual review of climate and human rights risks, together with reviews of the effectiveness of the company’s Human Rights Policy and due diligence process in the reporting year, a review of the latest materiality assessment, and the Group’s strategic outlook to address material topics in its post-2025 sustainability strategy.

Further, the Compensation & Nomination Committee and the Audit Committee of the Board govern, guide, and approve different elements of sustainability. The Audit Committee reviews non-financial reports and assurance conclusion, whereas the Compensation & Nomination Committee oversees integration of sustainability into executive compensation. For further information, see our Committee Charters.

Group Management

Group Management is responsible for the implementation of the Board’s strategic sustainability decisions, as for example the Roadmap to net-zero. Group Management meets several times a year. Sustainability topics discussed include performance and strategy reviews for the Sustainability Plan and targets such as the Roadmap to net-zero, approval of the materiality assessment, review of climate and human rights risks, along with the effectiveness of the Group’s Human Rights Policy and due diligence process in the reporting year, and updates on sustainability regulation. For information on the compensation of our Group Management and the associated ESG targets, refer to our Compensation Report of the Annual Report 2024.

The CFO oversees and guides the management of our material sustainability matters, strategies, and targets, and provides updates to Group Management at least quarterly. The CFO approves all major disclosures, participates in the review and approval of updates to the Sustainability Plan (within Board approvals), and presents all relevant sustainability policies and reporting for approval by the Sustainability Committee and/or the Board. The CFO also chairs the Executive Sustainability Committee, which is composed of the Group General Counsel as well as the Group Management member responsible for Operations and which meets quarterly. On behalf of Group Management, the Executive Sustainability Committee serves as an expert committee that guides the development of our sustainability actions, governance, strategies, and targets. Each member of Group Management has individual responsibilities under the Sustainability Plan; e.g., while the Group General Counsel is responsible for the Group Compliance Programs, the Group Management member responsible for Operations is responsible for the operationalization of the science-based targets.

Sustainability Leadership Team

The Head of Group Sustainability reports to the CFO and chairs the Sustainability Leadership Team, a body consisting of heads of different functions who report to Group Management or their deputies. This team, supported by the Group Sustainability department, meets quarterly and is responsible for steering the implementation of the Sustainability Plan. Sustainability Leadership Team meetings provide a platform to share relevant updates and insights, and align on topics and approval requests for Group Management. Topics covered include performance reviews, materiality, and project or topic deep dives as needed. Additional topic-specific governance structures support the realization of the Sustainability Plan. For example, the cross-functional Human Rights Working Group meets quarterly and is responsible for guiding the Group’s human rights due diligence strategy and driving its implementation (see Business ethics and integrity and human rights). For the climate strategy and its implementation, there is a central project management team which tracks the effectiveness of activities and progress against plans. For further information on our climate-related governance, see our Climate governance in the Climate chapter.

Sustainability management in subsidiaries

Each Group department integrates sustainability into its activities and responsibilities, and liaises with its respective counterparts at Lindt & Sprüngli subsidiaries to integrate sustainability throughout the business. Subsidiary Sustainability Managers guide and oversee local execution of the Sustainability Plan. This group met regularly in 2024 to share best practices and learn about relevant Group updates.

For further information on our Group governance, see our Corporate Governance Report (Annual Report 2024).

Due diligence

The following table depicts the elements and practices that make up our general due diligence process on sustainability matters. It shows where and how these are reflected in the Sustainability Report 2024.

Risk management

Information on our Enterprise Risk Management can be found in our Corporate Governance Report and in note 4 “Risk Management” of the Consolidated Financial Statements in our Annual Report 2024. Information on our DMA can be found in the Impact, risk, and opportunity management chapter.

Risks related to the non-financial topics identified in the DMA are addressed directly by the responsible departments with Group Management and Board supervision. Appropriate measures are taken to address and reduce the risks. The DMA results are also considered as part of the internal risk assessment process.

Lindt & Sprüngli also conducts periodic topic-specific risk assessments. For example in 2024, the Group conducted a Climate Risk Assessment and initiated a refresh of the human rights saliency assessment. An overview of the assessments can be found in the chapters Respecting human rights and Climate. Furthermore, risk assessments on water, biodiversity, and circularity were initiated. The results are expected in 2025 and will inform future updates to the DMA and Enterprise Risk Management where relevant.

Regulatory environment

Our subsidiaries assess local regulatory developments and communicate substantial changes and updates to the Group. At Group level, departments monitor regulatory trends and assess the relevance and impact of regulatory updates. Further information on regulatory requirements and our management approach related to our material topics can be found in the respective chapters.