FPS Corporate Governance Structure

Strong corporate governance is the cornerstone of sustainable business prosperity and expansion. At FPS, we are dedicated to maintaining exemplary standards in corporate governance. Establishing a framework of responsibility, openness, and reliability remains a principal objective for our company.

FPS Board Composition and Selection

Our highest governance body consists of the Chairman and 8 other members. The Board is composed of:

• 3 independent non-executive members

• 5 executive members

• 1 shareholder

Of the 5 executive members

4 are employed by the shareholder’s holding company 1 is employed by FPS

• Of the 5 executive members

• 1 serves as COO of the shareholder

• 1 serves as CFO of the shareholder

• 1 serves as CEO of FPS

Board Responsibilities and Activities

The Board convenes quarterly and holds additional meetings as necessary to address critical issues. Key responsibilities include:

• Reviewing and approving the company’s purpose, policy statements, and strategic goals

• Allocating budgets and evaluating strategic partnerships

• Overseeing sustainability performance and targets

• Approving the Delegation of Authority, which outlines project funding authority across the organization

• Commissioning annual third-party assessments on colleague engagement, sustainability, and innovation readiness

For sustainability-related matters, the Board has nominated the Sustainability Lead of the holding company to provide additional oversight and support.

Legal and Compliance Overview

The Legal and Compliance Department plays a vital role in:

• Ensuring adherence to ethical practices and regulatory requirements

• Keeping leadership updated on regulatory developments

• Identifying legal and financial risks

• Executing mitigation strategies

The department also handles corporate procedures and transactions, including:

• General Assembly and Board meeting organization

• Investment contract development

• Market expansion coordination

• Business entity dissolution processes

Decision-Making

The FPS Leadership Team, in close coordination with the Board of Directors, is responsible for establishing and reviewing FPS’s corporate purpose, mission, strategic direction, and sustainability policies. The Sustainability Leadership Team (SLT) develops and proposes sustainability goals that are reviewed and approved by the CEO and Leadership Team. This governance structure ensures cross-functional collaboration and accountability in executing FPS’s sustainability vision.

FPS provides formal quarterly sustainability updates to the Board. These updates include ESG performance indicators, progress toward targets, climate risk assessments, stakeholder feedback, and results from tools such as double materiality assessments and EcoVadis. Reports are jointly prepared by the CEO and Head of Sustainability, with SLT responsible for reviewing and approving all disclosures.

Sustainability Expertise within the FPS Board

The FPS Board of Directors brings together members with extensive expertise in environmental management, responsible sourcing, corporate governance, and regulatory compliance. Notably, the Sustainability Director of FPS’s parent company, Al-Dabbagh Group (ADG), serves on the Board, ensuring strategic alignment between group-level sustainability goals and FPS’s operations.

Board members receive regular briefings on material ESG issues, including climate risks and sector-specific challenges, reinforcing their role in sustainability oversight.

Board Committees

Strong governance is fundamental to FPS’s ability to manage risks, uphold ethical business conduct, and deliver long-term sustainable value.

Our governance framework is supported by a structured system of Board-level and management-led committees that provide oversight, guidance, and accountability across key areas of the business, including financial integrity, risk management, remuneration, sustainability, innovation, and Occupational Health and Safety.

These committees play a critical role in translating FPS’s strategic objectives into effective oversight and decision-making.

By bringing together executive leadership, independent board members, and subject-matter experts, the committee structure ensures balanced governance, cross-functional collaboration, and informed management of material topics.

Regular meetings, clearly defined mandates, and transparent reporting lines enable FPS to monitor performance, address emerging risks, and continuously strengthen its governance and sustainability practices across the organization and value chain.

Capacity Building for Sustainability

To strengthen collective knowledge, the following initiatives are implemented to enhance the sustainability capabilities of FPS’s highest governance bodies:

• Quarterly Board and Sustainability Committee meetings focused on key ESG issues

• Monthly SLT meetings for strategic alignment

• Tailored sustainability training across organizational levels

• Quarterly engagements with Social Ambassadors and Climate Champions

• Workshops on regulatory developments such as PPWR and CSRD

• Benchmarking insights shared from platforms like EcoVadis

• Site visits to factories and the internal Recycling Hub

• Internal newsletter (The Sustainability Insider), issued twice yearly

• Sustainability focused sessions in company-wide Townhall meetings

• Regular sustainability updates on the MyFPS intranet portal

This robust governance approach ensures that sustainability is deeply embedded in FPS’s strategic and operational framework, empowering decision-makers at all levels to contribute meaningfully to long-term ESG performance.

Climate Champions

Climate Champions advocate for environmental sustainability and lead climate-related initiatives across FPS. Their key roles include:

• Promoting awareness around climate change, energy use, waste, and water.

• Collaborating across teams to identify and develop sustainability projects.

• Leading implementation of initiatives to reduce FPS’s environmental footprint.

• Acting as change agents by encouraging eco-conscious behaviors.

• Sharing knowledge and tools via training and peer engagement.

• Supporting data collection and progress tracking on climate KPIs.

Social Ambassadors

Social Ambassadors champion social sustainability, focusing on community well-being, inclusion, and ethical practices. Their key roles include:

• Raising awareness about diversity, inclusion, and social issues.

• Advocating for positive social change across teams and sites.

• Collaborating on integrating social impact into company culture.

• Leading community engagement initiatives.

• Educating colleagues on best practices and resources for social sustainability.

Oversight and Reporting

The FPS Leadership Team and Board of Directors jointly oversee sustainability at the strategic level. Their responsibilities include:

• Defining FPS’s corporate purpose, mission, and sustainability vision

• Setting strategic direction and approving sustainability goals and budgets

• Reviewing and validating policy and governance structures

Sustainability performance is formally reported to the Board on a quarterly basis. These updates include:

• Key ESG performance indicators

• Progress on sustainability targets and roadmaps

• Risk assessments, including climate-related risks and policy developments

• Stakeholder feedback, such as results from double materiality assessments and EcoVadis evaluations

Reports are prepared collaboratively by the CEO and Head of Sustainability, with input from the SLT. The SLT is also responsible for validating the accuracy of sustainability disclosures.

In 2025, sustainability remained a standing agenda item in SLT meetings, underscoring its strategic importance to FPS.

Key topics discussed included progress toward our Science Based Targets initiative (SBTi) net-zero commitment, regulatory preparedness for CSRD and PPWR, and the integration of ESG metrics into operational performance reviews.

Team reviewed EcoVadis performance, while also approving the 2026 Sustainability Roadmap with a focus on innovation, impact scaling, and stakeholder engagement.

Emerging risks such as climate-related disruptions and extended producer responsibility regulations were identified and addressed. This continuous oversight ensures that FPS’s sustainability efforts are both accountable and aligned with long-term business resilience.