Governance and structure

Tone at the top: our leadership

Our commitment to ethics and compliance starts at the top with our Board of Directors and senior management.

Workforce engagement is key to achieving our overall strategy and maintaining a strong culture.

Cynthia Carroll - Chair of the ECC Committee

Board engagement

Our Board bears ultimate responsibility for the implementation of a compliance programme that reflects our Values and strategic direction, is proportionate to our risk profile, appropriately resourced and effective in practice.

Our Board also plays a critical role in overseeing and assessing our culture of ethics and compliance and ensuring policies, practices and behaviours are consistent with our Values.

All new Non-Executive Directors receive an onboarding with the Head of Compliance, covering our Ethics and Compliance Programme, compliance risks and the Board's oversight role for ethics, compliance and culture.

Key activities and responsibilities of the Board include:

receiving quarterly updates on whistleblowing and investigation processes as well as material investigations;
participating in annual training, which covers topics such as the Board's role, our key compliance risks and developments in ethics and compliance requirements and expectations; and
promoting and enhancing our culture of ethics and compliance.

The Board's Ethics, Compliance and Culture (ECC) Committee comprises four independent Non-Executive Directors and is chaired by Cynthia Carroll. The ECC Committee receives quarterly updates on the Ethics and Compliance Programme, including with regard to risk assessments and compliance resources.

The Board has designated workforce engagement directors who conduct engagement around key ethics and compliance topics and collect feedback on our Ethics and Compliance Programme. Non-Executive Directors also play an important role in promoting a culture of integrity and have an opportunity to collect feedback during their site visits.

A typical visit to an industrial asset includes a tour of the facility and discussions with local management as to challenges and opportunities. It also includes a session with a cross-section of workers without management present to encourage the workers and Non-Executive Directors to freely and openly ask questions of each other. In addition to meeting with the local CEO, the Board members have private meetings with other members of the local management team and other key stakeholders such as the local CFO, external audit partner, a team member from internal audit and assurance and the health, safety, environment, social performance and human rights (HSEC&HR), human resources and legal and compliance leads.

Senior management

Our senior management team also plays a key role in outlining our expectations with regard to ethics and integrity across the Group. Individual members of senior management work to embed ethical considerations into decision-making processes and day-to-day activities. Together with the Board, they are collectively responsible for ensuring that the initiatives of our Ethics and Compliance Programme are effectively cascaded across all levels of the organisation.

Senior leaders promote ongoing changes to our Ethics and Compliance Programme by actively supporting their implementation led by different teams and overseeing initiatives within their respective areas of responsibility.

Governance

Leadership commitment to ethics and compliance is critical and we seek to embed it and reinforce it at all levels of management.

Compliance governance by the Board and management

Our Compliance team

Our Compliance team designs, develops and monitors the effectiveness of our Ethics and Compliance Programme.

The team is made up of full-time corporate, regional and local teams.

Regional and local team members are assigned to cover different assets and offices across our global network. Some team members cover assets and offices across multiple departments, while others may cover a single complex industrial asset, which may itself comprise multiple industrial sites.

We also have a network of local compliance contacts that support the Compliance function with compliance messaging. Local compliance contacts are appointed in lower risk jurisdictions or smaller offices or assets, where a full-time local or regional compliance person on the ground is not required. A list of compliance contacts is published on the office or industrial asset's local intranet site, or communicated via other means, such as email announcements. Compliance contacts receive tailored training regarding their role.

Compliance leadership

General Counsel	Head of Compliance
Reports to the CEO Attends Board meetings and its Audit, ECC and HSEC Committee meetings Chairs the ESG Committee and the RCIC and is a member of the BAC Oversees the Raising Concerns Programme and associated investigations and updates the Board on these matters, together with the Head of Human Resources and the Head of Compliance	Reports to the General Counsel Has a dotted reporting line to the ECC Committee and attends meetings of the ECC and Audit Committee, as well as the updates to the Board on the Raising Concerns Programme and associated investigations Member of the ESG Committee, the RCIC and the BAC Oversees Group Compliance and manages our Ethics and Compliance Programme Informs the Board and senior management on our Programme's progress and obtains their support for key Compliance policies, standards and procedures

General Counsel

Head of Compliance

Reports to the CEO
Attends Board meetings and its Audit, ECC and HSEC Committee meetings
Chairs the ESG Committee and the RCIC and is a member of the BAC
Oversees the Raising Concerns Programme and associated investigations and updates the Board on these matters, together with the Head of Human Resources and the Head of Compliance

Reports to the General Counsel
Has a dotted reporting line to the ECC Committee and attends meetings of the ECC and Audit Committee, as well as the updates to the Board on the Raising Concerns Programme and associated investigations
Member of the ESG Committee, the RCIC and the BAC
Oversees Group Compliance and manages our Ethics and Compliance Programme
Informs the Board and senior management on our Programme's progress and obtains their support for key Compliance policies, standards and procedures

Corporate Compliance

Responsible for designing, monitoring and continuously improving our Ethics and Compliance Programme. Based at our headquarters in Baar, Switzerland, in our principal marketing offices in London, New York, Beijing and Singapore, as well as certain other offices in our global network. Includes subject matter experts (SMEs) for each of our key compliance risks and teams covering the programme's different elements. Provides guidance and advice to regional and local compliance teams and the business on implementing our Ethics and Compliance Programme consistently across the business.

Regional Compliance
Responsible for the effective implementation and management of the Ethics and Compliance Programme at offices and industrial assets directly or indirectly controlled or operated by Glencore across all regions in which we operate. Provides guidance and advice to local compliance teams and the business in the regions, with support and guidance from the Corporate Compliance team.

Local Compliance
Consists of local compliance officers, full-time employees who drive the on-the-ground implementation of our Ethics and Compliance Programme. Local compliance contacts further act as an on-the-ground point of contact across our global network.

Our Compliance team spans our global footprint

The geographic coverage of our Compliance function has been determined based on:

the risks presented by various businesses and geographies around the world; and
the level and nature of business activity in a particular country of operation.

As part of our commitment to embedding and evolving our Ethics and Compliance Programme, we continuously assess corporate, regional and local resourcing and make adjustments as necessary, particularly in response to changes in our risk footprint and the growth of our business.

Support from Group corporate functions

Compliance must operate with sufficient resources and independence to credibly implement the Ethics and Compliance Programme across the Group. Compliance cannot, however, operate in a vacuum.

Compliance collaborates closely with other Group corporate functions, including Corporate Affairs, Human Resources, Legal, HSEC&HR, Sustainability, Finance, Information Technology (IT) and Group Internal Audit and Assurance (GIAA).

Each corporate function, as a compliance stakeholder, plays a key role in the Ethics and Compliance Programme's success. The heads of these corporate functions are responsible for supporting the implementation of the Ethics and Compliance Programme and the compliance activities within their respective areas. This collaborative approach fosters a shared sense of ownership and accountability, helping to embed compliance throughout the organisation.

Click any tile to flip it and read how the function supports our Ethics and Compliance Programme.

Group Internal Audit and Assurance

GIAA's mandate is to provide the Board and senior management with independent and objective assurance over the effectiveness of governance, risk management and control processes. This includes assessing the implementation and embeddedness of relevant aspects of the Ethics and Compliance Programme across the Group.

GIAA audits specific elements of the Ethics and Compliance Programme and undertakes broader assessments of compliance risks across the organisation. Some audit scopes include a range of compliance controls and processes at a particular office or industrial asset while others may focus on a particular control or process across the Group. GIAA does not rely on, but coordinates with, Group Compliance in its audit and assurance activities.

Each year, the GIAA audit plan is developed through top-down discussions with senior management and Group Compliance to obtain their input on high-risk areas, including compliance risks, together with bottom-up independent risk assessments of the audit and assurance universe, which is GIAA's view of Glencore's risks across the organisation. This process includes an assessment of ethics and compliance risks and informs the inclusion of relevant Ethics and Compliance Programme elements in the audit plan. The audit plan is presented to and approved by the Board.

Following each engagement, GIAA prepares a written report containing the audit results and findings. The GIAA reports related to the Ethics and Compliance Programme are reported to the Head of Compliance, as well as to senior management. GIAA also presents a summary of its audit engagement results at the quarterly Audit Committee meetings. Relevant topics regarding the Ethics and Compliance Programme are also presented to the ECC Committee.

During 2025, GIAA performed 20 audit engagements that included coverage of compliance-related risks. These comprised:

2

audits focused on specific elements of the Ethics and Compliance Programme, covering multiple sites
3

targeted reviews to verify the remediation of previously identified compliance-related findings
15

audit assessments of compliance-related risks within business activities

Important notice
This material does not purport to contain all of the information you may wish to consider. For further important information, including in connection with forward-looking statements and other cautionary information, refer to the Important notice section of Glencore's latest Annual Report, which is available at glencore.com/publications.