EXMAR report 2025

3.4 GOVERNANCE 119 ADMINISTRATIVE MANAGEMENT 2024 2025 2024 2025 Executive 3 2 5 5 Non-executive 7 5 0 0 10 7 5 5 The Executive Committee is responsible for the company’s day-to-day management and policy, the implementation of decisions taken by the BoD, and specific tasks delegated – such as the establishment of internal controls. ExCo plays a key role in the processes, controls and procedures used to monitor, manage and oversee the impacts, risks and opportunities applicable to EXMAR. The executive responsibility for managing the business activities of the entire group lies with the Chief Executive Officer (CEO); the chairman of the ExCo. ExCo reports directly to the BoD, which supports it in the execution of its tasks and constructively challenges its decisions when appropriate. Once a year, the BoD deliberates on the delegated tasks to the members of the ExCo and evaluates its effectiveness. The tables below provide an overview of the BoD (administrative) and ExCo (management), distinguishing between executive and non-executive members, and demonstrating the gender diversity within EXMAR’s top management. Three of our non-executive board members are independent, corresponding to 42.85%. This percentage has decreased compared to 2024, where the independence stood at 50%. * Please note that one member of ExCo is also part of the BoD, explaining why the total number of people amounts to 11 when calculating the gender diversity of top management. Gender diversity is calculated by dividing the number of women in top management by the total number of top management members. 3.4.1.2 COMMITTEES The two main committees within EXMAR’s governance model are the Nomination and Remuneration Committee (NRC) and Audit & Risk Committee (ARC). Below, a description of both committees is provided. Specifics on the members of each is available in Chapter 4.1 – Corporate Governance Statement. Firstly, the Nomination and Remuneration Committee (NRC) supports our BoD in undertaking responsibility for the nomination procedures for Board and Executive Committee members. Its tasks include establishing objective selection criteria and determining the profile for membership of the BoD and ExCo. Besides, the NRC proposes the most suitable candidates and makes recommendations concerning the appointment or reappointment of directors, in line with our company’s procedures. Related thereto, we state that appointments of members of administrative, management and supervisory bodies who held a comparable position in public administration in two years preceding such appointment, have not taken place at EXMAR. Secondly, the Board of Directors established the Audit and Risk Committee (ARC). The ARC monitors compliance with EXMAR’s Corporate Governance Charter - a summary of rules and principles which our corporate governance policy is organized around (see Chapter 4.1 - Corporate Governance Statement) – and our Compliance Manual containing several policies (see below). Additionally, the ARC has the broadest investigative powers concerning ESG, holding oversight of ESG impacts, risks and opportunities. Therefore, it receives input from the Key Risk Officers (see below). The ARC consists of at least three non-executive directors (hence, members of the BoD) of which at least one is independent. To ensure clear accountability and governance, the responsibilities related to impacts, risks and opportunities are reflected in the ARC terms of reference and board mandates – the latter stating the role of BoD members within the ARC. DOMAIN BOD EXCO BOD + EXCO 2024 2025 2024 2025 2024 2025 Male 6 5 5 5 9 9* Female 4 2 0 0 4 2 Unknown 0 0 0 0 0 0 Other 0 0 0 0 0 0 Total 10 7 5 5 13 11* Diversity % 40% 28.6% 0% 0% 30.77% 18.2%