Governance

At APSEZ, we have embedded sustainability leadership as a core strategic priority, integrating climate considerations into long-term value creation and operational decision-making. The company has instituted a robust, multi-layered governance architecture, enabling systematic identification, assessment and mitigation of climate risks across all business units. This approach is anchored at the Board level and cascaded throughout the organisation, ensuring alignment with global benchmarks such as TCFD and the Science Based Targets initiative.

The Board of Directors reviews climate-related matters every quarter, including progress on decarbonisation, renewable energy investments, and the integration of climate risks into strategic and financial decisions. Climate considerations are embedded across core processes – policy formulation, annual budgeting, and major capital allocation. Regular performance updates ensure the Board remains aligned with our long-term climate transition and sustainability commitments.

Under the supervision of the Board, APSEZ’s CEO chairs the Sustainability Leadership Committee (SLC).

• SLC is a cross-functional apex body responsible for operationalising sustainability as part of our business strategy
• It sets strategic sustainability objectives, reviews performance, identifies emerging risks, and guides mitigation and innovation pathways essential for long-term decarbonisation and resilience
• At the management level, the ESG Head oversees climate-related business risks and reports directly to CEO

Translating strategy into execution, the Sustainability Steering Committee (SSC), comprising departmental heads at site level, drives implementation across ports and logistics assets.

• The departmental heads coordinate risk assessments, operationalise sustainability initiatives, evaluate technology options, and collaborate with internal and external stakeholders to ensure accountable delivery of ESG commitments

Our dedicated Corporate ESG Team supports these committees by developing the Company’s ESG agenda, monitoring performance against targets, and ensuring alignment with global standards and investor expectations. Their work is complemented by specialised working groups that track metrics, assess risks, and facilitate reporting across business functions.

Subsidiary entities under APSEZ align their sustainability goals with the Group’s overarching ESG strategy, ensuring consistency in climate governance across regions and operations. The Board oversight ensures that sustainability priorities, climate-related risks, and decarbonisation initiatives are integrated into business strategies across all geographies.

Climate-Related Competencies of the Board

A structured and proactive approach ensures systematic integration of climate competence at the Board level in the company. An internal expert group provides annual briefings on emerging climate trends, while external engagements ensure that diverse perspectives guide strategic deliberations. Climate expertise is integrated into the Board nomination process, and directors undergo annual training on key topics, including climate regulations, decarbonisation pathways, and industry best practices. At least one director brings senior level experience in climate or sustainability, ensuring informed oversight and strengthening the organisation’s climate governance.

The Board formally evaluates climate-related risks as part of its fiduciary oversight of capital allocation, asset-life decisions, and strategic investments. Climate thresholds (including carbon pricing assumptions, asset exposure under >2°C scenarios, and regulatory compliance risks) are embedded into Board approval notes for major capex, acquisitions, and long-term infrastructure development. Climate-related risks exceeding defined financial or operational materiality thresholds are escalated to the Board through the Risk Management Committee for review and direction.

Climate-Related Incentives

We have embedded accountability into our climate governance by linking performance incentives to climate and ESG outcomes. Through its oversight mechanisms, the Board ensures that both short and long-term incentive structures reflect progress on decarbonisation and sustainability priorities. These incentives extend beyond senior leadership, percolating across business units and employee levels to align individual actions with the organisation’s overarching climate commitments and long-term transition goals.