We believe that the highest standards of corporate governance are essential to the effective management of our business and to building sustainable value for our stakeholders.

Our governance approach over the environmental, social and governance (ESG) issues reflected in this report are integrated with our approach to corporate governance and how we deliver on business strategy across our operations. This ensures we have the right combination of strong oversight and operational accountability. This work includes identifying, monitoring and implementing initiatives to mitigate risk, deliver on our commitments and report key metrics and progress on our goals.

See an overview of our governance for ESG strategy, execution and factors.

Key Governance Bodies

Responsibilities Include

2023 ESG Activities Include

Board of director

Board of Directors

Board of director

Responsibilities Include

  • Overseeing the ethical, legal and social conduct of the Company
  • Overseeing the development of the Company’s corporate governance policies, principles and guidelines
  • Developing and monitoring compliance with the Company’s Code of Business Conduct and Ethics for directors, officers and employees, including Ethics Line reporting
  • Overseeing stewardship of the Company, including the strategic planning process, approval of the strategic plan, identification of principal risks and implementation of systems to manage these risks
  • Encouraging a culture of ethical conduct by appointing officers of high integrity and monitoring their performance
  • Delegating certain ESG responsibilities to the Corporate Governance & Social Responsibility Committee, the HR Committee and the Audit Committee, which are each verified on applicable ESG issues on a regular basis

2023 ESG Activities Include

  • Reviewed ESG trends and how investor-related disclosures are evolving, including a scan of key ESG-related frameworks and standards (e.g. SASB, TCFD)
  • Received updates on sustainability strategy and ESG ratings performance, benchmarked against comparator companies
  • Discussed ongoing progress around sustainability governance, strategy and operational integration
  • Received updates on ESG initiatives, including our Climate Action Plan
Corporate Governance & Social Responsibility Committee

Corporate Governance & Social Responsibility Committee

Corporate Governance & Social Responsibility Committee

Responsibilities Include

  • Assisting the Board in fulfilling its responsibilities as they relate to corporate governance and social responsibility
  • Annually assessing the effectiveness of the Board as a whole, the effectiveness of the committees of the Board and the contributions of individual Directors, and reporting to the Board on the results of the assessments, including recommended actions to address any issues arising from the assessments
  • Recommending to the Board the composition of the committees of the Board
  • Receiving and reviewing periodic reports of the Company’s policies, activities and progress pertaining to social responsibility initiatives, including sustainability, as well as updates on regulatory and general market developments relating to such matters

2023 ESG Activities Include

  • Received and discussed governance, regulatory and best practice updates together with the evaluations of the Company’s corporate governance published by various external parties
  • Conducted and reported on the annual Board assessment, consisting of a confidential survey and individual interviews with all Directors
  • Recommended to the Board the structures and composition of the Board’s committees, taking into consideration the Company’s statement of principle regarding membership and rotation in such recommendation
  • Received and reviewed updates and recommendations on the Company policies, activities and progress pertaining to social responsibility initiatives, strategies and action plans, including in the area of sustainability (e.g. energy management, removal of single-use plastics, food waste reduction) as well as updates on regulatory and general market developments relating to such matters. In particular, the Committee:
    • Reviewed the Sustainable Business Report, including updates to the materiality assessment and the various reported-on metrics
    • Received an update on pending national legislation focused on forced and child labour
    • Received updates on initiatives including our Climate Action Plan, GHG emissions reductions, energy management, labour practices, food waste, plastics reduction and circular materials investments
Audit Committee

Audit Committee

Audit Committee

Responsibilities Include

  • Overseeing policies and practices relating to the integrity of financial and regulatory reporting
  • Periodically reviewing the Enterprise Risk Management Framework for the Company and assessing the adequacy and completeness of the process for identifying and assessing the key risks facing the Company
  • Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters
  • Receiving quarterly reports from the Vice President Internal Audit regarding reporting matters from the Ethics Line, administered by Internal Audit

2023 ESG Activities Include

  • Reviewed quarterly Enterprise Risk Management reports Received reports and updates on the Ethics Line, environmental compliance, food safety, pharmacy and loss prevention
  • Received updates on the Company’s sustainability journey and control frameworks around Sustainable Business Report metrics
  • Discussed International Sustainability Standards Board (ISSB) proposed standards
Human Resources Committee

Human Resources Committee

Human Resources Committee

Responsibilities Include

  • Monitoring, reviewing and providing guidance in respect of the Company’s people-development initiatives, including talent management and development programs; processes and execution, Diversity, Equity & Inclusion (DE&I) Strategy; and policies related to people matters, including but not limited to Code of Business Conduct and Ethics
  • Receiving reports on HR-related matters received through the Ethics Line and the DE&I Reporting Line

2023 ESG Activities Include

  • Through quarterly management updates, monitored, reviewed and provided guidance in respect of the Company’s people-development initiatives, including DE&I strategy; talent management and development programs; processes and execution
  • Received reports and updates on DE&I Strategy, data and performance, including information on the DE&I KPI; education initiatives; and process improvements
  • Approved an additional executive KPI in support of sustainability commitments
  • Received updates on our People Strategy, including ongoing commitments to growth and development, leadership, culture and DE&I
  • Received and reviewed reports on HR-related matters received through the Ethics Line and the DE&I Reporting Line
Executive

Executive Committee

Executive

Responsibilities Include

  • Leading business and sustainability strategy development and review
  • Overseeing leadership committees and operational teams responsible for implementing sustainability strategy

2023 ESG Activities Include

  • With the support of third-party expertise, reviewed ESG trends and how investor-related disclosures are evolving, with a particular focus on GHG emissions reductions and targets
  • Led discussions and oversaw process to develop a bold, new Climate Action Plan, including clear targets and phased approach
  • Reviewed progress against established sustainability goals and commitments, including on animal welfare and food waste
  • Contributed to discussions about the evolution of Sustainable Business Strategy in our business
  • Received updates on progress and performance across a range of other key sustainability areas including DE&I, community investment, health, safety, mental wellbeing, and plastics and packaging
  • Reviewed the 2022 Sustainable Business Report including updates to the materiality assessment and the various reported-on metrics
Sustainable Business Council

Sustainable Business Council

Sustainable Business Council

Responsibilities Include

  • Ratifying, governing and ensuring accountability through KPI integration of the Sustainable Business Strategy and its related activities and reporting
  • Fostering collaboration and coordination with functional leaders and subject matter owners across our business
  • Tackling emerging ESG issues
  • Gathering strategic input to address government regulatory compliance gaps or opportunities

2023 ESG Activities Include

  • Collaborative cross-functional council developed in fiscal 2023, starting in fiscal 2024

Code of Conduct & Policies

Our Code of Business Conduct and Ethics provides guidance to all teammates and reaffirms our commitment to the highest possible personal and corporate standards of business conduct. Directors and teammates are required to acknowledge and agree to our code on a regular basis, and we maintain two confidential hotlines, an ethics hotline and a DE&I hotline.

Our range of policies that guide and govern our actions from our stores to our boardroom includes:


Executive Compensation

Our executive compensation program is designed to attract, motivate and retain a highly skilled executive team and directly align their compensation to personal and corporate performance objectives—including ESG-related areas. In fiscal 2023, we continued to use DE&I key performance indicators (KPI) to build broad leadership accountability for DE&I across all teams and banners. This KPI includes goals for leaders and ties performance against these goals to our annual incentive plan. In fiscal 2023, we introduced an additional executive KPI in support of our Climate Action Plan targets and other key sustainability commitments, such as food and plastic waste reduction.

A group of six people stand together smiling in front of a black tent labeled "Scene+" and a background of a building and colorful flowers. A group of six people stand together smiling in front of a black tent labeled "Scene+" and a background of a building and colorful flowers.

Enterprise Risk Management

As part of our Enterprise Risk Management process, every year we identify, assess, manage and report on key risks to the organization and our objectives. These risks are reported in Empire’s Annual Report, the Q4 F23 MD&A and F23 Annual Information Form.


Climate Risk

We recognize the potential adverse impact that climate change poses to our business. To categorize and better understand this impact, including physical risk to our stores, offices and warehouses; supply chain-related risks; and regulatory risks, we are undertaking a comprehensive analysis, following the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). To learn more about our approach, please see our Climate Action section and read our new TCFD Report.