Governance framework

The following figure depicts our company’s overall governance framework and the most important governance elements and regulations at each level.

The Managing Board and Executive Committee adhere to the Regulations of the Managing Board. In addition, DSM has a Management Framework in place which implies, among other things, that the units adhere to the DSM Code of Business Conduct and applicable corporate policies and requirements.

The company’s strategic direction and objectives are set by the Managing Board. In September 2021, DSM presented the acceleration of its strategic journey, including the announcement of its new Food System Commitments, for more detail, see Strategy and Food System Commitments.

The units conduct their business within the boundaries of the Management Framework. This implies, among other things, that they:

• Comply with the DSM Code of Business Conduct, Corporate Requirements and Directives
• Establish the strategy, objectives and operational targets of their business in line with the corporate strategy, investigate various scenarios and related risk profiles, and report on the achievement of these objectives and targets
• Implement a risk management framework, which includes taking accountability for the identified risks and related mitigation through annually signing the Letter of Representation
• Implement company-wide standards for support functions (systems, processes, vendors, etc.)
• Implement annual functional improvement plans

Independent audits for all operational units are conducted by the Corporate Operational Audit (COA) department. The Director of COA reports to the CFO and has access to the Managing Board, the external auditor and the Audit Committee of the Supervisory Board. Furthermore, the Director of COA acts as the compliance officer regarding inside information and is also the secretary of the Disclosure Committee. The Director of COA additionally chairs the DSM Alert Committee, which is responsible for our whistleblower policy, systems and processes.

Chaired by the CFO, the Disclosure Committee ensures the timely and accurate disclosure of share-price-sensitive information related to the company and is responsible for the implementation of company rules on the holding and execution of transactions in the company’s financial instruments, among other things.

A third committee at corporate level is the Fraud Committee, which was installed to ensure structural follow-up of fraud cases with the aim of reducing fraud exposure. Relevant corporate functions participate in the Fraud Committee, which is chaired by the Group Controller.