90% (9/10) of the SB members have been qualified as ESG/Sustainability experts, with those specific skills (competencies in social, environment, climate and governance matters, and sustainability) being further developed in the biographies of the SB members.

The governance structure of Unibail-Rodamco-Westfield SE ("URW SE") is detailed in section 2.2 Management and supervisory bodies. As of December 31, 2023, the Management Board ("MB") is composed of 5 members and chaired by Mr Jean-Marie Tritant. In addition to overseeing the Human Resources, Sustainability and Information Technology departments, Sylvain Montcouquiol, the Chief Sustainability and Resources Officer, supervises the implementation of the Better Places roadmap (Environmental Transition, Sustainable Experiences and Thriving Communities). The sustainability governance and the Better Places programme are built around 2 priorities: Monitoring sustainability performance by ensuring that the objectives of the Better Places programme are fully integrated into the Group’s business and decision-making processes; and Engaging all stakeholders and employees of the Group in order to collectively achieve the objectives of the Better Places Roadmap. The Supervisory Board (SB) oversees the sustainability programme as part of its regular business reviews and discusses the sustainability roadmap during its strategy sessions. The AC is provided with comprehensive information on sustainability matters. It oversees the sustainability reporting process, the effectiveness of internal control and risk management systems in relation to sustainability, and where appropriate, internal audits in relation to sustainability reporting. The GNRC oversees social and governance matters. This includes data on URW’s Diversity Policy, as well as social and governance practices, compliance, ethics and human resources. It regularly reviews and assesses the effectiveness of the actions in place, making necessary adjustments to enhance the Group’s performance. This approach ensures that social and governance matters are integrated into URW’s core business strategy, promoting long-term value creation for all stakeholders. The Management Board (MB) and the Executive Committee (EC) act as the Group Sustainability Steering Committee by defining the strategy and key Group policies, and by monitoring the implementation of the sustainability programme. They are responsible for advancing URW’s Better Places sustainability roadmap and they are actively involved in the decision-making process regarding sustainability initiatives, ensuring that the Group’s business operations align with its commitment to sustainable development. They report on progress and results to the SB. The MB and EC are chaired by the CEO. The Chief Operating Officers ("COO’s") are members of the EC. There may be instances where ad hoc meetings are convened. These meetings serve to brief them on specific topics that necessitate local input, roll-out and approval. This approach ensures that all of URW’s geographical regions are incorporated into the sustainability decision-making process.

In 2023, in anticipation of the EU CSRD, the Group conducted a double materiality analysis covering all URW’s activities, including Viparis (see section 3.2.1.D.1 Description of the process to identify and assess material impacts, risks and opportunities). This work was undertaken jointly by the Group’s Sustainability team and Group Risk Management department. The sustainability topics were defined on the basis of the sustainability priorities highlighted by the Group’s simple materiality analysis (2022 version), the climate risk assessment, the supply chain risk assessment and a benchmark of sustainability topics covered by real estate companies to identify megatrends and sector impacts. The results of the double materiality analysis were integrated to the Group risk management processes as reflected in section 6.2.2.C Category #3 Environmental and social responsibility risks. Climate change risks for the Group (physical and transitional) form a core part of the sustainability risks analysis and are integrated in the double materiality analysis. A more detailed overview of climate risk management and, in particular, of the resilience of assets to physical climate risks is provided in section 3.2.2.B.12 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities.

Sustainability is a core component of URW’s strategy and is at the heart of the Group business model. Sustainability topics are addressed at the SB level in plenary sessions, given its importance and the willingness to associate all SB members in these discussions. Sustainability updates are shared before each SB meeting, and ESG is discussed in depth throughout the year in the presence of the MB and the Group Director of Sustainability, including during the annual strategic seminar, the onboarding programmes of both the SB and MB, and as often as necessary during trainings. In 2023, the SB and the MB respectively met between 6 and 12 times to discuss topics linked to the Better Places roadmap. In 2023, the SB dedicated half a day to a sustainability roadmap workshop where the SB and the MB discussed (i) URW’s ambition to embed sustainability at the core of its business model, (ii) sustainability performance against existing targets as well as credenda to lead the environment transition, (iii) ongoing transformation and concrete achievements, (iv) the key building blocks of the updated Better Places roadmap and (v) Group sustainability governance.

The Group internal control system (see section 6.1.3 Internal control system) covers all of the Group’s activities including sustainability. Additionally, as part of its sustainability roadmap, URW has set up a strong and structured governance (see section 3.1.2.A.2 Roles and responsibilities of the administrative, management and supervisory bodies with regard to sustainability matters). The reporting protocol defines the methodology for calculating the environmental, social and societal indicators of the Group. This reporting protocol provides consistent guidance and rules for all Group entities in terms of organisation and indicator definitions. It ensures the continuity of the reporting process and the reported information in case of changes in the reporting teams and the auditability by the independent third party. Annually, the Sustainability Performance Management team keeps the sustainability reporting scope up to date, reflecting the Group’s portfolio evolutions. Sustainability reporting relies on two main tools: the HR Information System and the Sustainability Reporting Tool. The HR Information System is managed by Group HR teams and is used to collect HR related information throughout the Group. The Sustainability Reporting Tool is the main platform for collecting sustainability data at URW. It is linked to other internal Group tools that provide relevant data. Every year, an Annual Reporting Campaign shares useful information on the Sustainability Reporting Tool, important deadlines and how the data will be used. The process, which is communicated before the campaign, describes steps for contributors and validators to report their non-financial data through the URW Sustainability Reporting Tool. User guides are provided to explain the process in detail, including how to use the Sustainability Reporting Tool and their responsibility for gathering and entering the required non-financial data.

Remuneration based on performance has been the cornerstone of the Group’s Remuneration Policy. The interests of the members of the MB are aligned with the long-term value creation objectives of the Group and its shareholders. The STI and LTI of MB members includes an ESG component since 2017, in line with the Group’s Better Places roadmap. In summer 2023, under the guidance of the GNRC and in full alignment with the 2023 Remuneration Policy, it was agreed to review the ESG components of STI and LTI in 2024 so that the weighting of ESG metrics in MB STI and LTI reflect both market practice and the Company’s leadership on and commitment to sustainability, and to review the Group’s metrics used in light of the evolution of Better Places to support the environmental transition of cities and retail, as announced on October 10, 2023.

The STI and LTI of MB members includes an ESG component since 2017, in line with the Group’s Better Places roadmap. In summer 2023, under the guidance of the GNRC and in full alignment with the 2023 Remuneration Policy, it was agreed to review the ESG components of STI and LTI in 2024 so that the weighting of ESG metrics in MB STI and LTI reflect both market practice and the Company’s leadership on and commitment to sustainability, and to review the Group’s metrics used in light of the evolution of Better Places to support the environmental transition of cities and retail, as announced on October 10, 2023.

The STI and LTI of MB members includes an ESG component since 2017, in line with the Group’s Better Places roadmap. In summer 2023, under the guidance of the GNRC and in full alignment with the 2023 Remuneration Policy, it was agreed to review the ESG components of STI and LTI in 2024 so that the weighting of ESG metrics in MB STI and LTI reflect both market practice and the Company’s leadership on and commitment to sustainability, and to review the Group’s metrics used in light of the evolution of Better Places to support the environmental transition of cities and retail, as announced on October 10, 2023.

The STI and LTI of MB members includes an ESG component since 2017, in line with the Group’s Better Places roadmap. In summer 2023, under the guidance of the GNRC and in full alignment with the 2023 Remuneration Policy, it was agreed to review the ESG components of STI and LTI in 2024 so that the weighting of ESG metrics in MB STI and LTI reflect both market practice and the Company’s leadership on and commitment to sustainability, and to review the Group’s metrics used in light of the evolution of Better Places to support the environmental transition of cities and retail, as announced on October 10, 2023.

In summer 2023, under the guidance of the GNRC and in full alignment with the 2023 Remuneration Policy, it was agreed to review the ESG components of STI and LTI in 2024.