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3.11 Responsible business conduct

Responsible business conduct refers to the duty of a company and its employees to act in accordance with applicable law, ethical principles and social standards. The Emmi Group focusses on defining corporate values in codes of conduct as well as on clear management structures, processes and practices and their oversight. In doing so, it aims to enable corporate governance in the best long-term interests of the company and its internal and external stakeholders.

Information on the Code of Conduct and human rights that is also relevant to this topic can be found in section 1.4 Corporate culture and business ethics; information on product information and communication is provided in section 3.3 Nutrition, product quality and safety; and information on responsibility in the supply chain can be found in section 3.9 Responsible sourcing.

3.11.1 Impact on the environment and society, and opportunities and risks

A globally operating company such as the Emmi Group is expected to act responsibly and meet its due diligence obligations. Strict compliance with national and international laws and regulations is of key importance. These include, for example, competition regulations, respect for human rights and combating corruption. The latter is particularly relevant for the Emmi Group because it operates in individual countries that, according to Transparency International’s Corruption Perceptions Index, exhibit a high risk of corruption. Suspected or proven violations or misconduct against the principles of responsible business conduct can undermine the basis of trust with the various stakeholders and entail significant legal, economic and reputational risks. They may lead to injunctions that are detrimental to the Emmi Group, such as prohibitions on marketing, significant fines, criminal sanctions or civil law claims and loss of revenue, as well as jeopardising access to markets and business partners.

Negative effects on the working conditions and well-being of employees that may arise due to the power imbalance between employees and providers must also be avoided. Internal commissions, trade unions and other forms of participation can play an important role in improving working conditions and social justice. For example, trade unions can contribute to improved collaboration and a constructive feedback culture. Depending on the country, dealing with trade unions can be challenging for the Emmi Group if direct dialogue with employees is difficult or hampered by structural or economically necessary adjustments to the company.

Suppliers that can demonstrate that they respect human rights, avoid corrupt practices and have strong ethical responsibility are essential partners for the Emmi Group. They not only ensure stable and reliable supply chains, but can also create competitive advantages, ease regulatory requirements and facilitate access to new markets. This type of collaboration can promote the development of innovative solutions that are both environmentally friendly and socially responsible. This improves the Group’s reputation and increases the chance of attracting talented employees and retaining them over the long term.

3.11.2 Management approach and goals

Codes of conduct and regulations as the basis

The Articles of Association of Emmi AG, the Organisational Regulations of Emmi AG, the Code of Conduct for Employees and the Supplier Code of Conduct form the internal basis for anchoring responsible corporate governance. These are binding and are regularly reviewed to ensure they are up to date and effective.

Corporate governance according to “best practice”

The Corporate governance of the Emmi Group is based on the requirements of the SIX Swiss Exchange as well as nationally and internationally recognised standards of good corporate governance (best practice), such as those formulated in the Swiss Code of Best Practice for Corporate Governance.

Country-specific governance

The Emmi Group is active in a total of 15 countries with its subsidiaries. The governance requirements of the Group or the respective company vary depending on the legal provisions and regulatory requirements of the individual countries. Such country-specific requirements are derived both from national laws and supranational regulations (particularly EU-wide regulations) and from industry-specific (non-)legal regulations. The Emmi Group aligns the governance of its subsidiaries with local conditions and challenges in compliance with key Group-wide principles and regulations (Articles of Association and codes of conduct).

Combating corruption

The Emmi Group’s business activities focus on countries with low levels of corruption according to Transparency International’s Corruption Perceptions Index (February 2024): Switzerland (rank 6), Netherlands (8), Germany (9), United Kingdom (20), France (20), Austria (20), United States (24), Chile (29), Spain (36) and Italy (42). There are higher corruption risks in Tunisia (87), Brazil (104) and Mexico (126), where the Emmi Group has subsidiaries. The rating of the Corruption Perceptions Index has a direct impact on the internal risk analysis, which incorporates the index in addition to other selected key figures. Depending on the risk analysis, the review by Internal Audit takes place at a higher or lower interval (see section Internal Audit below). Compared to the previous year, the index of the individual countries shows no change, which is why the current management approach will be maintained.

The Emmi Group’s Code of Conduct for Employees forms the framework for combating corruption. This requires employees to report all breaches of legal requirements, internal guidelines or ethical standards. Reports can be made confidentially to managers or the HR department or via the “SpeakUp” whistleblowing platform. In addition, the Code of Conduct stipulates that procurement decisions must be made exclusively on the basis of performance references. This is also set out in the terms of employment and the directive on anti-corruption, which employees receive on taking up their position and which must be confirmed in writing.

The Supplier Code of Conduct also stipulates the expectation that suppliers conduct their business in accordance with applicable law and to the exclusion of any form of bribery, corruption, money laundering or fraudulent behaviour.

Whistleblowing platform “SpeakUp”

The Emmi Group’s independent “SpeakUp” whistleblowing platform is available to employees and suppliers to anonymously report misconduct, breaches of the Code of Conduct or further violations of the law. The regulations on whistleblowing prohibit retaliation against reporting persons. This prohibition applies to all legal entities belonging to the Emmi Group and their employees worldwide (regardless of the form of employment or employment relationship). Relevant reports received are submitted annually to the Group Executive Management and the Board of Directors following a review by the Ethics Committee.

Emmi Whistleblowers Line

Employees’ right of co-determination

Employees of the Emmi Group have the right to co-determination and freedom of assembly. When dealing with trade unions, the Emmi Group complies with the legal requirements of the respective country and the fundamental principles of the International Labour Organization (ILO).

In Switzerland, sites with more than 50 employees have an employee committee. It is the first point of contact and is made up of employees elected by the workforce for a term of four years. The Emmi Group ensures that members of the employee committee do not experience any disadvantage as a result of their participation in the committee, in particular no dismissal for exercising their participation rights. In Switzerland, Emmi is not party to any collective bargaining agreements (CBAs). Outside Switzerland, employees of companies of the Emmi Group are organised by trade unions in the following countries: Austria, Belgium, Brazil, Chile, France, Italy, Luxembourg, Netherlands, Spain and Tunisia.

Complaint mechanisms for product complaints

At the Emmi Group, a basic distinction is made between a technical non-conformity (TNC) and a food safety incident (FSI). Product complaints can be submitted to Emmi Schweiz AG by telephone (24/7 hotline) or online via the contact form to Consumer Services. Some examples are given below:

TNCs are dealt with in the standard process. A systemic report is sent to the responsible production plant or branch office. In the case of an FSI, an additional direct or telephone report is sent to quality assurance. The incident is escalated to crisis management depending on the scope and impact or severity of a deviation.

Complaints from abroad concerning products manufactured and exported by Emmi in Switzerland are also recorded and dealt with in accordance with this process. Corrective measures are checked and implemented after tracing and investigating the cause.

In principle, the described process applies to all companies in all Emmi Group divisions. In the case of smaller companies that do not operate an independent consumer service, complaints are reported by email, contact form or telephone to the internal sales department or directly to quality assurance, and are then processed by the responsible specialist unit.

Control mechanisms

The Emmi Group uses an internal control system (ICS) to ensure compliance with laws and guidelines at the companies. Its effectiveness is regularly reviewed by the Internal Audit team.

The ICS is distributed annually in the form of a self-assessment to all Heads of Finance of the consolidated Group companies and updated together with the departments concerned. In the procurement process, for example, supplier selection, master data recording and maintenance, ordering process, goods receipt, incoming invoice monitoring and supplier payment are subject to specific checks. Specific checks are carried out in the sales process: customer acquisition, master data recording and maintenance, ordering process, outgoing goods, outgoing invoicing, and credit management and credit notes. In HR, specific checks are carried out during the entry and exit process, the recording and maintenance of master data, the wage and salary payment process and expenses; in the procurement and disposal process for property, plant and equipment.

In addition, the Heads of Finance are obliged to document the controls as part of an Internal Control Self-Assessment (ICSA, identical to the ICS), and to return the completed ICSA to the Group. As part of financial reporting, deviations are identified and tracked by Controlling at local and Group level. In addition, the correctness of the financial statements is regularly reviewed and confirmed by licensed independent auditing firms at local and Group level.

Other important functions for monitoring compliance with laws and guidelines at Group level include risk management, legal, quality management and group supply chain. These areas are also characterised by a particularly high density of regulatory requirements.

Internal Audit

Internal Audit provides independent and objective auditing and advisory services on behalf of the Audit Committee. It adopts a systematic approach to reviewing the effectiveness of the internal control system and evaluating management and monitoring processes. In doing so, it supports the Emmi Group in achieving its objectives and offers support for continuous improvement. It also coordinates the risk management process and identifies, evaluates and defines appropriate measures.

Using a risk-oriented approach, Internal Audit determines the focal points of the audits to be carried out annually together with the CEO and CFO and draws up a proposal for the annual audit programme. In doing so, it relies on the Audit Universe, which includes all possible internal audits; i.e. not only individual companies, but also corporate processes, current corporate projects and material risks that have been identified as part of the risk management process. Before consideration by the Audit Committee, the annual audit programme is sent to the Chairperson of the Board of Directors and the Chairperson of the Audit Committee before being approved by the Audit Committee. The frequency of the audit depends on the risk category:

Any compliance findings made by Internal Audit are recorded in the audit report and shared with local management as well as with the CEO, the CFO, the division head and Head Group Controlling. The report is made available to all members of the Audit Committee, which is presented at the next meeting (five times a year) by the Head Internal Audit and then discussed. The agreed measures are then implemented and reviewed twice a year by Internal Audit.

Legal disputes

Group-wide data on significant legal disputes against the Emmi Group are collected by the legal department on an annual basis. Cases with a nominal value in disputes of more than CHF 200,000, or several smaller cases where the total amount exceeds CHF 500,000, are deemed to be material. The responsible persons of the respective Group companies must specify:

Reported cases are analysed and described by legal services and disclosed to the CEO, the CFO, the Board of Directors and Internal Audit. If necessary, provisions are formed on this basis.

Goals in the area of “Responsible business conduct”

3.11.3 Developments in the year under review

No anti-competitive behaviour

In the 2025 reporting year, no legal proceedings were pending for anti-competitive behaviour or violations of antitrust and monopoly law, and no such proceedings were concluded.

No confirmed incidents of corruption

No confirmed incidents of corruption were identified at the Emmi Group in the year under review 2025.

Eleven audits by Internal Audit (including corruption risks)

Internal Audit conducted a total of 11 audits in the 2025 reporting year (previous year: ten), amounting to 12% of the Emmi Group’s Audit Universe, in varying degrees. The following companies and departments were audited in the year under review:

The Audit Universe includes all organisational units and processes that are under the direct control of the Group. This includes all Group companies, Group functions, as well as centrally managed processes. The Emmi Group’s Audit Universe currently comprises 89 different units to be audited (including Mademoiselle Desserts Group, Hochstrasser, Verde Campo). Ad hoc assignments are not included.

No significant risks related to corruption were identified at the Emmi Group in the reporting year. Identified weaknesses in business processes that do not pose a significant risk of corruption but could potentially favour corruption are documented in the audit report with all other relevant findings and serve as the basis for measures derived from them.

Effectiveness tests in the area of fair and inclusive working conditions

The companies belonging to the Emmi Group regularly review their salary structures in order to comply with legal requirements. In the reporting year, the Emmi Group analysed various key employee figures to identify indications of unequal treatment. The equal pay analysis required by law in Switzerland is one of these tools. As the largest legal entity, Emmi Schweiz AG is certified for equal pay for men and women under the Gender Equality Act; in other words, equal pay must fall within the tolerance limit of 5%, as stipulated by the federal government. Emmi Schweiz AG was certified for “Market Pay Equity” in the reporting year. This certification confirms that all employees – regardless of gender – receive fair and competitive remuneration.

Coverage ratio collective bargaining agreements and personnel commission

Collective bargaining agreements

2025 a)

2024

2023

Percentage of employees covered by collective bargaining agreements (Emmi Group)

41%

44%

43%

Percentage of employees covered by the personnel commission (Switzerland)

99%

100%

100%

a) Excluding Mademoiselle Desserts Group.

Effectiveness checks in the area of the right to co-determination

Various engagement surveys were conducted in the reporting year. For example, at Leeb (AUT), Emmi Roth (USA), Quillayes Surlat (CL), Mademoiselle Desserts (UK), group supply chain and global marketing departments and, in Switzerland, Logistik Suhr, IT and Cheese Emmen, the topics of skills, health, motivation and working environment were surveyed and evaluated, and measures for improvement were derived.

Concerns raised in the area of responsible business conduct and discrimination

In the reporting year, 75 reports were received and processed via the Emmi Group’s “SpeakUp” whistleblowing platform.

3.11.4 Outlook

The current efforts and strategies will be continued. Adjustments and supplementary measures will be initiated on an individual basis based on the results of the internal audit and the self-assessments (ICSA), and reviewed on an ongoing basis.