Governance

Governance

The role of the administrative, management and supervisory bodies (GOV-1)

PUMA SE has a dual management system featuring strict personal and functional separation between the Management Board and the Supervisory Board (two-tier board). Accordingly, the Management Board manages the company while the Supervisory Board monitors and advises the Management Board.

The Management Board consists of five members and the Supervisory Board consists of seven members. Two members of the Supervisory Board are employee representatives. Five members (71%) of the Supervisory Board are shareholder representatives and considered independent based on an assessment of the Supervisory Board. PUMA’s governance bodies are diverse in terms of gender, nationality and age. PUMA’s Management Board composed of one woman and four men, representing a gender diversity of 20%. PUMA’s Supervisory Board consists of three women and four men, representing a gender diversity of 43% women and 57% men.

PUMA’s Management Board includes four German nationals and one Chilean national, corresponding to a nationality diversity of 20%. The Supervisory Board consists of two French nationals, one British national, one British Italian national, and three German nationals, corresponding to a nationality diversity of 57%.

When proposing shareholder representative candidates to the Annual General Meeting for election, the Supervisory Board also ensures that the candidates reflect age diversity. Currently, two members (corresponding to 40%) of the Management Board are older than 50 years old, and three members (corresponding to 60%) are younger than 50 years old with an age range from 42 to 59. The Supervisory Board includes one member (14%) who is younger than 50 and two members (28%) who are older than 60. The age range of the Supervisory Board is between 47 and 62. Further details are given in the Corporate Governance statement, available on PUMA’s Corporate Governance website.

At the Supervisory Board level, a Sustainability Committee consisting of four members oversees sustainability-related aspects including impacts, risks, and opportunities attributed to sustainability matters. The Sustainability Committee meets at least twice a year to oversee strategy, non-financial reporting, and regulatory developments (e.g. CSRD, EUDR, ESPR). It advises on and monitors sustainability issues and the sustainability strategy of the Management Board. This responsibility is formally defined and further explained in Section 5.9 of the Rules of procedure for the Supervisory Board.

The Chair of the Sustainability Committee brings experience in advancing sustainable development, ethical practices, and corporate social responsibility (IROs related to ESRS E1–E5 and S2) from major sporting goods and sourcing companies. She has also served on boards of sustainability-focused industry organisations in the fashion sector and has developed expertise in corporate governance, supply chain management, marketing, and stakeholder engagement. Two other members of the Sustainability Committee contribute additional knowledge in sustainability and social and labour topics (IROs related to ESRS S1 and S2) through their roles and experience on PUMA’s Supervisory Board.

Five members of PUMA’s Supervisory Board hold leadership experience in the sporting goods or luxury industry, acquired through their professional experience. Five members have an international corporate background, and three members know industrial constitutional law and hold experience in advocating for employees’ interests. For more information on the experience of the members of the Supervisory Board, refer to PUMA’s Corporate Governance Statement, available on PUMA’s Corporate Governance website.

At the Management Board level, responsibility for sustainability related topics, including material impacts, risks, and opportunities, rests with the full Management Board. Therefore, the full Board convenes on topics like approving Vision 2030, CSRD action plans, and responses to upstream value chain issues. The Chief Operating Officer (COO) is formally responsible for the sustainability department and the sourcing department, as defined in Annex I (Business Allocation Plan) of the Rules of Procedure for the Management Board.

In addition to the Supervisory and Management Board, PUMA has an Executive Sustainability Committee, composed of the functional leads for each department (P&O, Legal, Central Services, Logistics, IT, Design and Innovation, and others). The committee meets twice per year to discuss sustainability targets and their implementation within the company, with progress towards these targets reported as part of PUMA’s Sustainability Statement review, which is signed off by the Supervisory Board and the Management Board before publication. The Executive Sustainability Committee met once in 2025 to review programmes and approve bonus targets.

The sustainability organisation, which includes members, with expertise covering the identified material topics of human rights, climate action, biodiversity and circular economy, reports indirectly to the Management Board. Additional expertise is available with PUMA’s General Counsel Corporate Governance and Compliance, who has also been appointed as Human Rights Officer. Functions such as Business Units, Innovation, and Central Services, contribute to specific sustainability topics based on their respective roles.

The PUMA Risk Management team in collaboration with sustainability teams, ensures that appropriate controls and procedures are in place for managing sustainability-related IROs, please refer to Risk management and internal controls over sustainability reporting (GOV-5) section.

Sustainability matters addressed by the management and supervisory bodies (GOV-2)

The Management Board and the Sustainability Committee of the Supervisory Board are updated at least twice a year on sustainability-related topics by the sustainability department. Updates include PUMA’s implementation of due diligence, the effectiveness of policies and actions, target achievements, and legal updates to address material IROs. A summary of PUMA’s material IROs has been shared with and approved by the Management Board and the Sustainability Committee.

Members of PUMA’s Management Board and Supervisory Board have been included in PUMA’s materiality assessment, stakeholder dialogue, and the development of PUMA’s proposed set of new sustainability targets related to material impacts, risks, and opportunities. The sustainability targets were approved by PUMA’s Management Board.

Progress on sustainability targets is reported annually to the Management Board and the Sustainability Committee. Furthermore, progress is publicly reported annually as part of PUMA’s Sustainability Statement, which is signed off by the Supervisory Board and the Management Board before publication.

Material sustainability IROs are also integrated into PUMA’s overall ERM system. Oversight of PUMA’s ERM system rests with PUMA’s Management Board. The Management Board reports to the Supervisory Board on the effectiveness of the risk management systems in place. The Vice President Internal Audit, Risk Management and Internal Control, who is mandated to monitor PUMA’s risk management systems, reports directly to the Chief Financial Officer.

Integration of sustainability-related performance in incentive schemes (GOV-3)

Based on material sustainability topics identified through PUMA’s Due Diligence and DMA process, PUMA links parts of the variable remuneration of its Management Board as well as the bonus agreements of eligible employees to the achievement of sustainability targets.

For eligible employees in 2025, the sustainability-related bonus targets covered climate change (3.33%), circularity (3.33%) and human rights (3.33%) across own operations and the supply chain.

The Management Board’s short-term incentive (STI) included circularity and human rights targets for both own operations and the supply chain (weighted 2.5% each). The Management Board’s long-term incentive (LTI) included targets related to climate change.

The sustainability-related targets, including their weighting in the variable remuneration schemes, were approved by the Supervisory Board.

ESG bonus targets for PUMA Group, including subsidiaries:

• Climate change: Reduce Scope 1 and 2 GHG emissions from PUMA’s own entities by 90% by 2030 compared to 2017
• Circularity: Nine out of 10 products made with recycled or certified materials by 2025 as defined by PUMA S-Index
• Human rights: All PUMA employees who generate their income with PUMA continue to be paid against a living wage benchmark (Fair Wage Network).

Sustainability bonus targets for PUMA Group Sourcing:

• Climate change: Reduce Scope 3 Category 1 emissions by 33% by 2030 compared to 2017, with an interim reduction target of 20% in 2025
• Circularity: 75% recycled polyester used by all product divisions by 2025
• Human rights: No child labour, forced labour, or other Zero Tolerance Issues prevailing by the end of each year.

All ESG targets that were linked to variable remuneration were achieved.

Statement on due diligence (GOV-4)

At PUMA, we are committed to respecting human rights and protecting the environment across our operations and expect the same of our business partners. We apply key international frameworks, including the International Bill of Human Rights, ILO Core Conventions, UN Global Compact, the UN Women’s Empowerment Principles, and other international standards in our sustainability policies.

PUMA’s due diligence process on human rights and environmental protection uses the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and national due diligence regulations such as the German Supply Chain Act. We integrate responsible business conduct into our policies, training, and management systems.

Due diligence is the process by which PUMA identifies, prevents, mitigates, and accounts for how we address the actual and potential negative impacts on the environment and people connected with our business. Due diligence is an ongoing practice that both responds to and may trigger changes in PUMA’s strategy, business model, activities, business relationships, operating, sourcing and selling contexts. The identification and assessment of negative impacts relate to PUMA’s value chain, through our products or services, and business partner relationships. To assess PUMA’s potential negative impacts on people and the environment, we analyse both external and internal sources, including audit findings, grievances, supply chain risk mapping, and environmental and social data.

Since our first Code of Conduct in 1993, human rights have guided our business ethics. The Human Rights Officer monitors the risk management framework and supports adherence to human rights requirements in line with applicable regulations, including the German Supply Chain Act.

Compliance

PUMA’s Compliance Management System (CMS) is designed to prevent, detect and respond to violations of laws and internal regulations, particularly in the areas of corruption, money laundering, conflicts of interest, antitrust law, and fraud. Vendors are encouraged to conduct their own due diligence. In cases where PUMA cannot address all impacts at once, the due diligence process allows for action to be prioritised based on the severity and likelihood of the impacts.

• Severity: scale (how serious the impact is), scope (how many people are or will be affected) and irremediability
• Likelihood of the risk occurring based on the operating environment: conflict zone, weak governance; mismatch between local practices and international standards.

PUMA’s due diligence is embedded into its governance, strategy, and business model. This is addressed by PUMA’s administrative, management, and supervisory bodies and integrated into sustainability-related performance in incentive schemes.

Our prevention, mitigation, and remediation measures include risk assessment, a factory monitoring programme, grievance mechanisms, business integration, goal-setting, and internal and external reporting. The effectiveness of our measures is evaluated based on progress and compliance with our policies.

Risk management and internal controls over sustainability reporting (GOV-5)

To mitigate the risk of incompleteness, inaccuracy, and lack of integrity of data, we have fully integrated the process of sustainability reporting into our overarching Internal Control System (ICS) and ERM of PUMA. At the PUMA Group, internal control over sustainability reporting is based on the COSO framework, with the objective of ensuring proper reporting, improving the efficiency and effectiveness of the process, and supporting compliance with the legal framework. The internal control framework for sustainability reporting includes core components such as the control environment, risk assessment, control activities, information and communication, and monitoring activities.

The main sustainability reporting risks identified and addressed in our risk control matrix include:

• Unclear, misaligned or not applied procedures and standards for sustainability reporting
• Failure to comply with laws and regulations, including CSRD and ESRS standards
• Accuracy and timing of the availability of information
• Failure to report on all relevant material entities or elements
• Inadequate training and awareness among contributors
• Unrestricted access to reporting systems or platforms.

Sustainability reporting risks are prioritised based on the potential impact on the completeness and accuracy of the reporting.

Our PUMA sustainability strategy is covered in the Strategy, business model and value chain (SBM-1) section. Procedures and standards for reporting are detailed in PUMA’s Sustainability Reporting Manual, which provides guidance on how internal control over sustainability reporting is incorporated into the Sustainability Statement of the PUMA Group. The need for adjustments in the Reporting Manual due to regulatory changes is analysed on an ongoing basis by the sustainability department and communicated accordingly to relevant internal stakeholders. This approach helps keep sustainability reporting consistent with financial and operational controls, supporting transparency and accountability across all reporting activities. For example, to address the failure to report on all relevant material entities or elements, PUMA pre-aligns the reporting scope with the finance team and auditors and validates reported data at the entity/subsidiary and core factories level.

As part of the sustainability reporting process, all assessed IROs are determined and reviewed by relevant departments annually, using a template in line with the CSRD requirements. The results of the assessment form the basis of PUMA’s thematic sustainability reporting scope. Material topics resulting from the DMA and IROs list are integrated into the ERM process by each risk owner. These topics are also presented and signed off in the Sustainability Committee of PUMA’s Supervisory Board.

The Group Internal Audit, Risk Management and Internal Control department coordinates the risk management process and supports risk topic owners. Regular risk reports are prepared for the Risk Management Committee, which includes the PUMA SE Management Board and selected managers. The system identifies and manages material risks early, supporting the achievement of corporate objectives and compliance with laws and standards. Audit results are shared with PUMA’s Management Board and the Audit and Sustainability Committee of the Supervisory Board.

This Sustainability Statement has been reviewed and signed off by PUMA’s Management Board and the Sustainability Committee of the Supervisory Board.