
Exceptions are Johan Hjertonsson who is President and
CEO of AB Latour, TOMRA’s largest shareholder, and Bodil
Sonesson who is President and CEO of Fagerhult Group AB,
where AB Latour is the largest shareholder.
Board members possess diverse expertise relevant to our
sectors, products, and geographic locations. This includes
individuals with extensive experience in technology,
sustainability, finance, and global market dynamics, ensuring
well-rounded insights into TOMRA’s business and operations.
The board regularly evaluates whether appropriate skills and
expertise in relation to sustainability matters are available to
the board or need to be developed. This is also assessed
by the Nomination Committee when proposing candidates
for new shareholder-elected board members. Among the
board’s relevant sustainability credentials is the completion
of a sustainability training course for corporate executives at
Stockholm Resilience Center by two of our board members.
In relation to sustainability impacts, risks, and opportunities,
the board’s role is to guide and approve corporate strategy
and implementation plans, including sustainability KPIs,
targets and budget. In the reporting year, the board was
informed of updates made to TOMRA’s sustainability
reporting process, including double materiality assessment
results and how we respond to and prepare for changing
requirements under the CSRD regulation. Further
responsibility for overseeing sustainability management
and performance has been delegated to the Audit &
Sustainability Committee.
AUDIT & SUSTAINABILITY COMMITTEE ASC
The ASC works to address several strategic objectives,
including integrated risk management (financial, operational,
sustainability, compliance); enhanced reporting and
transparency (streamlining financial and sustainability reporting);
and strategic alignment of sustainability, business, and financial
priorities. As per the ASC Charter, the committee shall assist
the board in fulfilling its responsibilities to: i) review the Group’s
corporate sustainability practices; ii)oversee the progress
of key sustainability activities, including climate action and
decarbonization strategy; iii)assess sustainability related
risks, opportunities and trade-offs where relevant; and iv)
review and recommend for board approval the company’s
sustainability reporting.
Since its establishment in 2024 (when the previously existing
Audit Committee and Corporate Sustainability Committee
were merged), the ASC has been kept informed about the
double materiality assessment process, results, and updates,
including all material impacts, risks, and opportunities (see
ESRS 2 SBM-3, page 58), and it has actively overseen –
providing feedback and strategic guidance on – the work
to prepare the Sustainability Statement 2025 and further
implementation of the CSRD. As part of its role in overseeing
CSRD implementation, the ASC is informed about the
implementation of due diligence in relation to material
impacts, risks, and opportunities, as well as the results
and effectiveness of policies, actions, metrics, and targets
adopted to address them.
The committee shall consist of at least two members of
the board, each of whom are independent of management
and the company, in addition to one or more employee-
elected board members, nominated for a period of one
year. Furthermore, the board shall ensure that the nominees
have sufficient competence in environmental, social
and governance matters to address TOMRA’s material
sustainability-related impacts, risks and opportunities,
as identified in the double materiality assessment. ASC
nominees must also have sufficient knowledge about
financial and accounting operations, internal controls, and
accounting principles.
Furthermore, the ASC is responsible for overseeing
compliance, evaluating the adequacy and effectiveness of
our compliance program, key performance indicators, and
annual plan including any necessary mitigation. The ASC also
monitors adherence with the Code of Conduct, described
in G1-1, page 106, and compliance program through the
reporting of key performance indicators (KPIs), high-risk
concerns raised through the whistleblowing system, as well
as internal high-risk reviews.
The committee meets at least four times a year, or as often
as the ASC finds necessary. An update on sustainability
topics is a fixed agenda item for each meeting, including
pre-read material on the topics presented. In 2025 the ASC
met for three “sustainability deep dive” sessions in addition
to its regular meetings. The purpose was to ensure sufficient
time for onboarding, reflection, and discussion on key
sustainability topics - given the newness of the committee
and evolving regulatory landscape. The Chair of the ASC
shall always give an update from the last committee meeting
to the rest of the board in the next upcoming board meeting
and make sure board minutes are available for all members.
Regularly discussed sustainability topics in ASC and board
meetings include progress on sustainability targets and
efforts to ensure compliance with evolving corporate
sustainability regulation and reporting standards.
EXECUTIVE LEADERSHIP TEAM ELT
It is ultimately the CEO and the Executive Leadership
Team that are accountable for sustainability management
and performance at TOMRA. Through the annual strategy
and business planning processes, the ELT agrees on
sustainability KPIs, targets, and budget, at both Group and
divisional levels, and recommends these for board approval.
Regular monitoring and follow-up take place in quarterly
business review meetings where the heads of each division,
among other topics, report on sustainability KPI status to the
CEO and CFO. Two ELT members are female (33.3%) and
four are male (66.7%), i.e. a female-to-male ratio of 0.5. More
information about the ELT’s composition and experience is
presented on page 14.
The ELT has delegated further responsibility in relation
to sustainability management and administration to the
Sustainability Council (SC) and is kept informed about
ongoing sustainability projects through brief reports at ELT
meetings from the SC chair or consulted in topical workshops
as required. The ELT is actively involved in the double
materiality assessment process, including validation and final
approval of the results; review of all material impacts, risks,
and opportunities (see ESRS 2 SBM-3, page 58); current
management practices in relation to material topics, including
implementation of due diligence and the effectiveness of
policies, actions, metrics, and targets adopted to address
them; and discussions on how they relate to TOMRA’s
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CONTENT
Key Figures
CEO Review
Business Overview
Timeline of events 2025
Executive Leadership Team
Board of Directors
Directors’ Report
Sustainability Statement
Independent Sustainability
Auditor’s Limited Assurance
Report
Financial Statements TOMRA
Group
Notes TOMRA Group
Directors’ Responsibility
Statement
Financial Statements TOMRA
Systems ASA
Notes TOMRA Systems ASA
Independent Auditor’s Report
Alternative Performance
Measures