Sappi is committed to the highest standards of corporate governance, which form the foundation for the long-term sustainability of our company and creation of value for our stakeholders.
All directors attended
100%
of the meetings of the board in FY2025.
Good governance at Sappi contributes to living our values through enhanced accountability, a transparent and ethical culture, strong risk management, a focus on effective control of the business, legitimacy, and good performance. Governance is one of our key enablers to unlocking and protecting value, as we optimise the use of our capitals, address our key risks while taking advantage of exciting opportunities (refer to Risk management), while minimising the negative impacts of trade-offs that have to be made, as set out in the presentation of Our key material issues.
Sappi's approach to governance is rooted in purpose-driven leadership from both the board and executive management, supported by a strong culture of values and expected behaviours that apply to all employees across the group. Integrity and doing the right thing are core to Sappi's values and are actively embedded throughout the organisation through the adoption of OneSappi. The board and executive management are focused on creating long-term, sustainable value by delivering on the group's purpose of ensuring that our products and people make a difference in the everyday lives of our consumers. This is achieved through the effective implementation of our Thrive strategy. To maintain the relevance and sustainability of our business model, we continuously monitor external dynamics, including macroeconomic trends, industry risks, capital availability and stakeholder expectations. These insights shape and inform the group's strategic direction. The board's governance structures and processes are designed to support the effective delivery of this strategy, while ensuring sound management and robust control over the business. The principles of King IV are firmly embedded in the group's internal controls, policies, board charters and governance practices. Sappi is proceeding with a gap analysis between King IV and King V to facilitate early adoption. The board's oversight responsibilities are aligned with its commitment to achieving the four governance outcomes advocated by King IV: ethical culture, effective control, good performance and legitimacy. For further details on how Sappi applies the King IV principles, please refer to the King IV Register available on our website at www.sappi.com/investors/corporate-governance-and-risk.
Sappi is listed on the JSE Limited and complies in all material respects with the JSE Listings Requirements, regulations and codes. Sappi subscribes to full compliance with the Companies Act, and the relevant laws governing its establishment, specifically related to its incorporation.
In compliance with paragraph 7.F.6 of the JSE Listings Requirements, the board confirms that the company continues to comply with the provisions of the Companies Act and operates in conformity with its memorandum of incorporation (MOI) and/or relevant constitutional documents.
The board is constituted in accordance with the company's MOI and the principles of King IV. The majority of board members are Non-executive Directors who bring diverse perspectives to board deliberations and add value by constructively challenging management. We believe that the current composition provides the appropriate leadership to guide the business into the future. However, where necessary, we will appoint new directors whose experience supports the company's strategic direction and industry focus, and who contribute to maintaining the desired diversity on the board.
The basis for good governance at Sappi is laid out in the board charter, which sets out the division of responsibilities between the board and executive management. The board creates and preserves sustainable value by collectively determining strategies, approving major policies and plans, taking responsibility for risk management, and providing oversight as well as monitoring to help ensure accountability. The board is comfortable that the board charter ensures a clear division of responsibilities between management and the board and that no director has unfettered authority. The board is satisfied that it has fulfilled its responsibilities in accordance with its charter for the reporting period.
Mr Nkululeko Sowazi, our Non-executive Chairman, leads the board in the objective and effective execution of its governance roles and responsibilities. Mr Mike Fallon strengthens the board's independence in his capacity as the Lead Independent Director. The roles of the Chairman and the CEO are distinct and separate, with this division of responsibilities designed to ensure that no individual holds unfettered decision-making power and that an appropriate balance of authority exists on the board. Two members of executive management – the CEO and the CFO – serve on the board, providing our Non-executive Directors with multiple points of direct engagement with management.
Succession plans
In the last two years, Sappi board has seen a number of important changes, namely the retirement of the Chairman of the board, Sir Nigel Rudd, and appointment of Mr Nkululeko Sowazi, the retirement of the Chairperson of the Audit and Risk Committee, Mr Peter Mageza, and appointment of Ms Zola Malinga, the retirement of Lead Independent Director Mr Valli Moosa and appointment of Mr Mike Fallon who will retire at the AGM in February 2027. In addition, all four sub-committees have new Chairpersons:
Linking with the strategic direction and ensuring that Sappi has board members with the appropriate skill sets, experience and corporate knowledge to maintain continuity, we have further developed our succession plans for all key roles, including the Chairpersons of the governing body and committees and the Lead Independent Director. The first of these will be the Lead Independent Director successor to be announced in November 2026. Working with outside agencies to define the skill sets, experience and knowledge that are needed for our future Non-executive Directors, a recruitment programme is in place with the aim to fill future vacancies prior to retirements, ensuring strong transfer of corporate knowledge. Ongoing, we expect to recruit one new Non-executive Director on average per year. Detailed induction plans are developed for each new Non-executive Director tailored for their skill sets and Sappi's corporate needs.
Additional changes to the composition of the board and committee were made on 01 September 2025. Dr Boni Mehlomakulu serves part of her remaining tenure as a member of the HR and Compensation Committee, and after nine months of handover to Mr Louis von Zeuner, Mr Mike Fallon joins the SETS Committee until his retirement in February 2027. We aim to continue to provide crosscommittee exposure for non-executive members and enhance overall board effectiveness.
For further information about the board and the board charter, please refer to www.sappi.com/investors/corporate-governance-and-risk.
Non-executive Director retirement
In accordance with the company's MOI, and to ensure accountability while maintaining continuity on the board, one-third of Non-executive Directors are required to retire by rotation and stand for re-election by shareholders at each AGM. Prior to being recommended for re-election, such directors undergo assessment by the board, which considers their interests, independence and continued contribution. Non-executive Directors are not appointed for fixed terms. The Independent Non-executive Directors who have served on the board for nine consecutive years are required to undergo a rigorous independence assessment each year.
Board evaluation
In line with the principles of King IV, the board undertakes an externally facilitated evaluation every two years. During FY2025, an external evaluation was conducted under the guidance of the Nomination and Governance Committee. The purpose of the evaluation was to assess the board's overall performance and effectiveness, recognise strengths, identify areas for development, and encourage constructive board engagement. We believe these robust plans and actions will ensure that the Sappi board has the appropriate governance, skills and experience to drive the company forward. The outcome confirmed that the board continues to operate effectively, while also highlighting areas where further enhancements could be made. Appropriate actions have been initiated to address these findings and support continuous improvement. In addition, there is a rigorous external independence assessment of those directors who have served for more than nine years on the board.
Sappi operates globally and across a variety of markets, jurisdictions and cultures, requiring a diverse mix of experience, skills, gender, age and backgrounds. It is important that our board composition reflects this diversity, both in a South African context as well as globally. The board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to objectively and effectively discharge its governance role and responsibilities. It has adopted a broad diversity policy, focusing specifically on the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience at board level.
The company remains firmly committed to promoting diversity, equity and inclusion, and has adopted a policy aimed at advancing broader diversity at board level. This policy specifically focuses on attributes such as gender and race and is duly considered and applied when making appointments to the board.
Targets have been set for 2028
| * | Geographical region (geographic diversity refers to having a mix of individuals from various geographic locations on the board). For Sappi to leverage the benefits of a globally diverse board that is aligned with its geographic footprint, race was limited to previously disadvantaged South Africans in its South African region only. |
Internal 2028 geographic target for Sappi regions
Diversity
Gender (%)

Race: Board (%)

Race: SA context (Transformation) (%)

Board experience (%)
Sappi's board members have experience across multiple industries and leadership roles.
The composition of the board and attendance at board meetings and board committee meetings are set out in the table below for the year ended September 2025:
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Directors' independence (%)

Directors' ages (%)

Directors' tenure (as at year-end) (%)

The board uses its quarterly meetings as a key platform to discharge its duties under the Companies Act, JSE Listings Requirements and King IV principles. These meetings also provide a forum for setting strategic direction and overseeing risk management. Agendas are thoughtfully prepared in collaboration between the Chairman, CEO and the Company Secretary. In FY2025, the board focused on enhancing and protecting long-term value, while proactively addressing risks that could lead to value erosion.
The board focused on the following items in 2025:
All the top risks, as well as emerging risks, have been focused on by the board during 2025.
The following areas will receive specific focus by the board in 2026:
Throughout the year, the board regularly considered capital allocation and soft commodity/exchange rate price volatility. Meetings also included updates from committee chairs on key issues and decisions arising from committee deliberations, as well as comprehensive regional reports covering operational and financial performance and projections, macroeconomic and sociopolitical developments, competitive dynamics, and the broader operating environment. These sessions also addressed progress on strategic implementation, value-creation efforts, key risks and reputational issues, human capital matters and updates on significant projects in progress.
Following appointment to the board, directors receive induction and all directors receive training tailored to their individual needs. When required, RMB (sponsor) provided training for the board on governance topics, such as directors' liability, price sensitivity and dealing in securities. This includes the implementation of online training for officers, executives and Non-executive Directors on various governance, regulatory and risk topics.
The board is responsible for presenting a balanced and understandable assessment of the group's position in reporting to stakeholders. The group's reporting addresses material matters of significant interest and is based on principles of openness and substance over form. The reporting includes information on key trade-offs that have to be made. Various policies have been developed to guide engagement with Sappi's stakeholders such as the Group Stakeholder Engagement Policy and Group Corporate Citizenship Policy. The company website and social media channels (LinkedIn, Facebook, YouTube) underpin the stakeholder communication programme. Sappi has a policy addressing alternate dispute resolution (ADR) and relevant ADR clauses are generally included in contracts with customers and suppliers. There have been no requests for information for the period under review in terms of the Promotion of Access to Information Act (South African legislation).
Refer to Our key relationships for more information.
Board and management committees have been established and are discussed in the Board committees below.
The board of directors plays a central role in providing strategic direction and oversight, ensuring that long-term value is created for stakeholders through robust governance and sound control systems. It retains ultimate accountability for the performance and affairs of the group and ensures adherence to high standards of ethical conduct. The board is supported by well-constituted committees, each with clearly defined mandates and formal terms of reference that are approved by the board and reviewed annually. These committees enhance independent judgement, enable the sustainable execution of strategy, and allow the board to leverage the specialised expertise of its members in areas such as audit, risk, sustainability and executive remuneration. While committee members are appointed by the board, the Audit and Risk and Social, Ethics, Transformation and Sustainability Committees require shareholder election following board nomination. Following each meeting, committee chairpersons report back to the board, promoting transparent communication and ensuring that all aspects of the board's mandate are addressed. The minutes of board committee meetings are also made available to all board members. The board remains satisfied that the committees have the competence and capacity to effectively manage the group's current and emerging risks and opportunities.
Delegation of authority
The board's strategic oversight is supported by a formal Limits of Authority Framework, which defines how decision-making powers and responsibilities are allocated throughout the group. Subsidiary boards operate within this framework and are accountable to the board of Sappi Limited.
The board has established committees to assist it to discharge its duties. The committees operate within written terms of reference set by the board.
Zola Malinga, (Chairperson)

100%
overall committee attendance rate
Stakeholders
The ARC has helped to create and protect value for the following stakeholders: employees, customers, shareholders and regulators.
Refer to Our key relationships for further details.
Risks
The ARC has focused on all of the top 10 risks:
For further details, refer to Risk management.
The Audit and Risk Committee (ARC) consists of five Independent Non-executive Directors. The committee assists the board in discharging its duties with oversight of:
The ARC helped to create and preserve value by providing oversight and guidance for a wide range of topics, including the following areas related to Sappi's strategy:
Areas of oversight for the committee in 2026 will include:
For more information, refer to the Audit and Risk Committee Report in our Annual Financial Statements.
The ARC confirms that it has received and considered sufficient and relevant information to fulfil its duties as set out in the Audit and Risk Committee Report.
The external and internal auditors attended ARC meetings and had unrestricted access to the committee and Chairman. The external and internal auditors met privately with the ARC during 2025.
The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.
Nkululeko Leonard Sowazi, (Chairman)

92%
overall committee attendance rate
Stakeholders
The Nomination and Governance Committee has helped to protect value primarily for the following stakeholders: shareholders and regulators.
Refer to Our key relationships for further details.
Risks
The Nomination and Governance Committee focused on governance, independence and composition of the board, board committees and executive management positions to effectively address all material risks facing the company, including all of the top 10 risks.
For further details, refer to Risk management.
The Nomination and Governance Committee consists of three Independent Non-executive Directors. The committee's terms of reference outline that all members should possess sufficient qualifications, knowledge, skills and experience to fulfil their duties effectively.
The Nomination and Governance Committee is accountable to the board and shareholders and assists the board with oversight of nomination and governance matters. Key responsibilities include reviewing and recommending the leadership and governance requirements of the company, including board composition and succession planning for the board, identifying and nominating suitable candidates for appointment to the board (and possibly committees), in line with the company's policy on gender and race diversity at board level, and considering the independence of candidates/directors. The committee makes recommendations on corporate governance practices and disclosures, reviewing compliance with applicable governance requirements. The committee oversees the appraisal of the performance of the board and its committees, ensuring the results of evaluations and any recommended improvements are communicated to the relevant Chairman and the board.
Other activities: reviewing shareholdings and dealings of directors; considering rotation and replacement of directors and committee chairmanships, and overseeing internal training of directors.
The committee has oversight of the actions to implement the policy on broader diversity at board level.
Full details of the targets and progress against targets are set out above in the Corporate governance section.
Strategic focus and recent highlights
The committee has emphasised governance, board composition, independence, diversity (gender and race) and succession planning for both the board and senior executives.
The functioning and performance of Sappi's board and board committees were assessed externally in 2025 and established that the board and board committees functioned well.
For 2025, some specific focus areas included:
Focus areas for 2026 will be:
Significance and value-add
By overseeing nominations, governance practices, board composition and performance evaluation, the committee plays a key role in ensuring that Sappi's leadership and governance structures are well-suited to navigate business, regulatory, sustainability (ESG) and strategic risks.
Its scrutiny of diversity (gender and race) and board succession ensures the company remains aligned with stakeholder expectations and regulatory good practice.
Its role in evaluating governance, training of directors and oversight of board and committee performance helps to maintain high standards of oversight and accountability.
Through regular reviews of governance structures and practices against King IV principles, the committee ensures that Sappi's governance framework remains robust, current and aligned with international best practice.
The board charter confirms that the Nomination and Governance Committee is one of the core board committees. The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.
Louis Leon von Zeuner, (Chairman)

100%
overall committee attendance rate
Stakeholders
The Human Resources and Compensation Committee has helped to protect value primarily for the following stakeholders: employees, shareholders and regulators.
Refer to Our key relationships and to the Remuneration Report for further details.
Risks
The Human Resources and Compensation Committee has focused on the following of the top 10 risks:
For further details, refer to Risk management.
The Human Resources and Compensation Committee consists of five Independent Non-executive Directors.
The Human Resources and Compensation Committee ensures that the policy governing compensation practices and structures within the group support the group's strategy and performance goals. The policy also enables the attraction, retention and motivation of executives and all employees.
The committee ensures that the compensation philosophy and practices of the group, including the CEO's performance objectives, are aligned with the group's Thrive strategy and performance goals. It reviews and agrees the various compensation programmes and, in particular, the compensation of Executive Directors and senior executives, as well as employee benefits. It also reviews and agrees to executive proposals on the compensation of Non-executive Directors for approval by the board and ultimately by shareholders.
On 01 January 2025, Mr MA Fallon was appointed as Lead Independent Director and, as such, resigned from the committee as Chairman but remained as a member until 01 September 2025. Mr LL von Zeuner was appointed Chairman on 01 January 2025. Ms B Mehlomakulu was appointed to the committee as a member effective from 01 September 2025.
The 2024 report was supported at the AGM on 05 February 2025 with a vote of 92.29% on the remuneration policy and 94.63% on the implementation report. This has been a significant endorsement by the shareholders in relation to our ongoing commitment to good governance and disclosure.
Apart from its normal annual work plan, the key focus for the committee was on the following:
Recommended and approved
Reviewed
Strategic focus areas for the committee in 2026
Key activities for the committee in 2026 will be, inter alia:
In addition to the annual work plan as approved by the committee, the Chairman of the committee and senior executives from Sappi will visit key shareholders to discuss issues of mutual concern.
The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.
In accordance with section 61 of the amended Companies Act No 71 of 2008, the group's Remuneration Report for the year ended 30 September 2025 is presented to shareholders as part of the 2025 Annual Integrated Report. The report provides a comprehensive overview of Sappi's remuneration policy, its implementation and alignment with performance, shareholder value creation, and good governance practices. Shareholders will be invited to consider and endorse the report at the annual general meeting.
For more information, refer to the Remuneration Report.
Brian Beamish, (Chairman)

94%
overall committee attendance rate
Stakeholders
The SETS Committee has a broad spread of stakeholders for whom it helps protect (or create) value: suppliers, customers, employees, regulators, shareholders and society.
Refer to Our key relationships for further details.
Risks
The SETS has focused on these top 10 risks:
For further details, refer to Risk management.
The Social, Ethics, Transformation and Sustainability (SETS) Committee comprises four independent Non-executive Directors and the CEO. A 94% attendance record was achieved by board committee members for 2025. Other executive and group management committee members attend SETS Committee meetings by invitation. It should be noted that a number of other Non-executive Directors attend SETS Committee meetings ex officio. The Chairpersons of the ARC and SETS Committee attend each other's committee meetings to avoid unnecessary repetition of discussions.
The committee's mandate is to oversee the group's sustainability strategies, activities addressing climate change, nature impacts, ethics management, good corporate citizenship, labour and employment practices, health and safety, as well as its contribution to social and economic development and, with regard to the group's South African subsidiaries, the strategic business priority of transformation. The committee monitors progress towards and ensures that appropriate programmes are implemented to achieve the company's sustainability targets. The committee regularly reviews targets to ensure that they are both relevant to our operating context and reflective of an appropriate level of ambition.
As environment, social governance (ESG) reporting and disclosures become increasingly important to stakeholders and aligning with our strategic imperative to enhance trust, the committee is mandated to oversee the company's public disclosures, ensuring that reporting is aligned with appropriate global standards and compliant with regulatory requirements.
The SETS Committee is supported by the Group Sustainable Development Council (GSDC), as well as by Regional Sustainability Committees in dealing with day-to-day sustainability issues and helping to develop and entrench related initiatives in the business.
The recent Companies Amendment Act No 16 of 2024 requires public companies to have members of their Social and Ethics Committee elected by shareholders at each annual general meeting. This change enhances shareholder oversight and transparency in the appointment process. The board nominates suitably qualified and independent candidates, ensuring the committee comprises at least three members, the majority being Non-executive Directors not involved in day-to-day management, in line with King IV principles of accountability and good governance.
The Chairman of the committee and Lead Independent Director, Mr MV Moosa, retired from the board and the committee on 31 December 2024. Mr BR Beamish was appointed as Chairman of the committee from 01 January 2025. Ms E Istavridis was appointed to the committee on 01 January 2025. Dr B Mehlomakulu resigned from the committee on 01 September 2025 and Mr MA Fallon was appointed to the committee on 01 September 2025.
In 2025, the committee provided oversight of:
Strategic focus areas for the committee in 2026![]()
The committee will provide oversight of the following strategic business areas in 2026:
The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.
For more information, refer to the SETS Committee Report and to Our global sustainability goals.
Reviewed
Strategic focus areas for the committee in 2026
In addition to the annual work plan as approved by the committee, the Chairman of the committee and senior executives from Sappi will visit key shareholders to discuss issues of mutual concern.
The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.
In accordance with section 61 of the amended Companies Act No 71 of 2008, the group's Remuneration Report for the year ended 30 September 2025 is presented to shareholders as part of the 2025 Annual Integrated Report. The report provides a comprehensive overview of Sappi's remuneration policy, its implementation and alignment with performance, shareholder value creation, and good governance practices. Shareholders will be invited to consider and endorse the report at the annual general meeting.
For more information, refer to the Remuneration Report.
The board assigns responsibility for the day-to-day management of the group to the CEO. To assist the CEO in discharging his duties, a number of management committees have been formed. Some of these committees also provide support for specific board committees. The management committees are a key component of Sappi's second line of defence and assurance. Refer below for additional details of Sappi's approach to risk, controls and assurance.
This committee comprises Executive Directors and senior management from Sappi Limited, as well as the CEOs of the three main regional business operations and the dissolving wood pulp business. The CEO has assigned responsibility to the Executive Committee for a number of functional areas relating to the management of the group, including the development of policies and alignment of initiatives regarding strategic, operational, financial, governance, sustainability, social and risk processes. The Executive Committee meets at least five times per annum. All key topics discussed at board level are subject to review and discussions by the Executive Committee.
The committee is known as the Group Risk Management Team (GRMT) and is mandated by the board to establish, coordinate and drive the risk management process throughout Sappi. It has established a risk management system to identify and manage significant risks. The GRMT regularly reports on risks to the ARC and the board. Risk management software is used to support and report on the risk management process. During 2025, ongoing key initiatives included updating the regional risk registers and business continuity plans, including IT security risks. A new major project aligned with GRMT focuses on manufacturing operational technology (OT) security and is jointly led by manufacturing and IT. The GRMT will continue reviewing policy, procedures and assurance, and provide oversight of group, regional and unit-level emerging risks. This includes risk assessments and analysis required for climate change and ESG-related risks and exposures, as well as any new emerging risks.
The Sappi Group Sustainable Development Council (GSDC) leads on all sustainability-related policies and practices and provides support to the SETS Committee. Members meet quarterly to report progress against sustainability goals and key initiatives, share best practices, and exchange information on emerging issues. Members review regional information for various disclosure mechanisms, including the CDP's Climate Change, Forests and Water Programmes and the annual 2025 Sappi Group Sustainability Report.
Key focus areas in 2025 included:
The Brand Council's mission is to strengthen Sappi's brand awareness and reputation by ensuring that its values and identity are consistently expressed across all touchpoints and regions. The council drives cohesion and strategic alignment across the organisation, supporting sustainable growth through more impactful and efficient communication. By evaluating the effectiveness of marketing and corporate communications, it shares insights and best practices that enable continuous improvement and deliver value to both corporate and commercial teams. Annual brand and corporate identity audits reinforce alignment and excellence, while monthly meetings provide a platform for cross-functional collaboration that inspires action and strengthens Sappi's brand in line with its purpose, vision, and business strategy.
Key initiatives in 2025 included:
For key strategic projects, steering committees are established to oversee the successful execution of the project. Project development follows Sappi's documented project execution methodology. Scrutineering teams are assigned to strategic projects from the initiation phase to assist projects under development in identifying alternatives and eliminating bias related to technical and market assumptions. Post-completion project audits feedback to capture any learnings.
The Global Technology Management Team (GTMT) is a global team of managers from operations through to R&D, constituted to coordinate technology management at Sappi. The committee is accountable to the group Executive Committee under terms of reference, which includes the following key accountabilities: management of technical knowledge sharing, establishing best practice, enhancing manufacturing efficiencies, cost reduction and lean manufacturing processes, and accelerating innovation to support our Thrive strategy.
The GTMT is supported by a number of technology clusters to create value as follows:
The GTMT and technology clusters focus on global technical alignment, performance and efficiency measurement as well as new product development.
The Disclosure Committee comprises members of the Executive Committee and senior management from various disciplines. Its objective is to review and discuss financial and other information prepared for public release. It is the ultimate decision-making body, apart from the board, with regard to disclosure.
The IT Steering Committee, assisted operationally by the Group IT Council (GITCO), promotes IT governance throughout the group and is the highest authority responsible for this aspect of Sappi's business, apart from the board. The committee has a charter approved by the ARC and the board. An IT governance framework has been developed and IT feedback reports are presented to the ARC and the board. Sappi IT has implemented a standardised approach to IT risk management through a group-wide risk framework supported by the use of risk management software. The committee has helped to create value for shareholders in 2025 by its oversight of:
A significant part of the IT Steering Committee's responsibility is to monitor and direct Sappi's information and cyber security activities. The ARC oversees these activities. Security matters are shared and discussed with the board at least quarterly. Sappi does have cyber risk insurance. Sappi's internal IT audit team undertakes reviews of information and cyber security.
Oversight by the committee will continue in 2026 for these IT initiatives, as well as:
The Treasury Committee meets monthly to assess financial risks on treasury and finance-related matters. Specific focus areas in 2025 related to:
Key focus areas in 2026 will be:
The Sappi Accounting Standards Committee (SASC) meets regularly to discuss and decide on the accounting treatment and the application of accounting standards at Sappi. SASC comprises finance, treasury and accounting officers throughout the group. Internal and external audit attend meetings by invitation.
The Taxation Committee meets quarterly to discuss and address global taxation matters. The main focus areas of the committee for 2025 included:
These topics will continue to receive oversight from the committee in 2026.
The Control and Assurance Committee (CAC) comprises group and regional heads of department representing all the main operating and support functions at Sappi. CAC is supported by the internal control function and internal audit. A multi-disciplinary Combined Assurance Workgroup (CAW) provides insight, foresight and guidance to the business on internal controls and combined assurance for financial, strategic and operational risks. CAW provides input to CAC, which, in turn, is accountable to the GRMT and the ARC.
Sappi is committed to doing business the right way. Trust is created by operating from a commonly accepted set of values, thereby enhancing and protecting our reputation. We require our directors and employees to act with integrity, to be courageous, to make smart decisions, and to execute them with speed in their dealings with all business partners and stakeholders.
Our values underpin the group's Code of Ethics (the code) and commit the group and its employees to sound business practices and compliance with applicable legislation, which helps promote our legitimacy.
All new employees receive training on the Code of Ethics and related topics, such as anti-bribery and corruption and anti-competitive practices, as part of their onboarding. Employees receive refresher training on these courses every three years.
To reinforce key ethical principles, we highlighted international observances such as Global Ethics Day, International Fraud Awareness Week and World Whistle-blower Day during 2025.
A group Supplier Code of Conduct (Code) has been developed and communicated to help ensure that Sappi's values and ethical standards are understood and supported by our suppliers, their first-tier suppliers and other stakeholders.
Steps are taken against employees and suppliers who do not abide by the spirit and provisions of our code. This may include the termination of contractual arrangements and criminal actions.
Refer to www.sappi.com for the Code of Ethics.
Sappi's group Legal Compliance Programme (LPC) is designed to increase awareness, and enhance compliance with, applicable legislation in place. The group compliance officer reports twice per annum to the ARC.
The LPC has been boosted by:
Key focus areas in 2026 will be:
The group has a conflicts of interest policy that obliges all employees to disclose any interest in contracts or business dealings with Sappi to assess any possible conflict of interest. The policy also dictates that directors and senior officers of the group must disclose any interest in contracts, as well as other appointments, to assess any conflict of interest that may affect their fiduciary duties. In July 2025, an initiative was launched in South Africa, requiring employees to declare any conflicts of interest annually via a dedicated software platform – even in instances where they have no conflicts to report.
During the year under review, apart from that disclosed in the financial statements, none of the directors had a significant interest in any material contract or arrangement entered into by the company or its subsidiaries.
For more information on how Sappi addresses conflicts of interest, please refer to the Preventing fraud and corruption section of the Code of Ethics.
The group has a Code of Conduct for dealing with company securities and follows the JSE Limited Listings Requirements and Companies Act in this regard.
For further information, please refer to the Insider trading section of the Code of Ethics.
Sappi employees and stakeholders can report any potential illegal or non-compliant behaviour they observe directly to senior management, internal audit or legal counsel. Alternatively, they can report to Sappi Ethics Hotline either anonymously, via telephone or by completing an online web-portal form. Whistle-blower 'hotlines' have been implemented in all the regions in which the group operates. The hotline and web-portal service, operated by an independent service provider, enables all stakeholders to anonymously report environmental, safety, ethics, accounting, auditing, control issues or other concerns. Retaliation against whistle-blowers is not tolerated. The follow-up on all reported matters is coordinated either by legal counsel or internal audit and reported to the ARC. The majority of calls and ethics reports received related to the Southern African region.
Please refer to the whistle-blower hotline and ethics report graphs below for information on the following:
There has been an increase in the hotline report rate per 1,000 employees and forensic cases closed in FY2025, as a result of multiple calls received for the same issues. This does not imply an increase in risk. Sappi considers improved utilisation of the hotline as a positive development. An additional factor is the decrease in the number of employees at Sappi. The increase in average days to close forensic cases is primarily related to employment-related matters.
Sappi's hotline report rates, categories of reports, and outcomes of cases broadly align with international whistle-blower benchmark data. For more information, refer to the Reporting and whistle-blowing section of the Code of Ethics.
Hotline report rate per 1,000 employees per annum

Forensic cases closed and average time taken to close

Hotline and ethics cases by category (%)

Hotline and ethics case outcomes (%)

The directors are responsible for overseeing the preparation and final approval of the group's Annual Financial Statements, in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
The group's results are reviewed prior to submission to the board, as follows:
Risks facing the group are identified, evaluated and managed by implementing risk mitigations such as insurance, strategic actions or specific internal controls. Sappi maintains a robust framework of risks and controls that assists in the application of the King IV guidelines and the achievement of governance outcomes by helping to create an ethical culture establishing effective control and promoting legitimacy, all of which help Sappi and its stakeholders to benefit from good performance. The framework includes controls addressing our material matters by focusing on the main drivers of Sappi and comprises both financial and non-financial controls, which support the achievement of our strategy, within our risk appetite and tolerance levels, across the economic, social and environmental context in which the organisation operates as well as each of the six capitals set out in the International Integrated Reporting Council's model. More information on these capitals and integrated thinking in the context of Sappi's sustainable business model can be found in Our strategy and performance, as well as Our global sustainability goals.
The group's internal controls and systems are designed in accordance with the Committee of Sponsoring Organizations' control framework to support the achievement of the group's objectives, including strategic, operational and financial performance goals, effective and efficient use of resources, safeguarding assets against material loss, integrity and reliability of internal and external financial and non-financial reporting, and compliance with applicable laws and regulations.
Sappi operates a combined assurance framework, which aims to optimise the assurance coverage obtained from management and internal and external assurance providers on the risk areas affecting the group. Combined assurance is overseen by CAC. The committee and its CAW provide holistic feedback to the GRMT and ARC on the state of controls and the quality and coverage of assurance from the various assurance providers across Sappi's three lines of assurance. The workgroup focused on the following risk topics in 2025: fibre certification, fraud and ethics management, cyber security, operational technology, legal compliance, business continuity, contractors and maintenance, energy, waste and safety.
In FY2026, the CAW will assist the CAC to create and protect value by further developing combined assurance, risks and controls relating to IT security, regulatory compliance and sustainability.
Sappi's combined assurance framework, incorporating three lines of assurance and oversight by the board and board sub-committees:
| Risk areas and value drivers, capitals | First line of assurance |
Second line of assurance |
Third line of assurance |
Oversight by the board |
| Business management operations supported by appropriate controls and systems | Monitoring and oversight functions | Independent assurance provided by external audit, internal audit and other assurance providers through the audit of certifications | Board and board sub-committees | |
| Governance, risk and controls – general (core business cycles) |
|
CAC, management self-assessments | Internal audit | Audit and Risk sub-committee |
| Strategy and vision, competition and markets, sociopolitical | Executive Committee, Group Head Strategy, Global Business Council, CAC, management self-assessments | Internal audit | Nomination and Governance Committee | |
| Financial, tax and treasury | Control and assurance, accounting standards, taxation, treasury and Disclosure Committees, management self-assessments | KPMG, tax authorities, internal audit | ARC | |
| Legal and compliance | Legal compliance programme, Group Compliance Manager | Legal compliance audits, internal audit | ARC, SETS Committee, and Human Resources and Compensation Committee | |
| IT | IT Steering Committee, group IT governance functions, management self-assessments | KPMG, ISA 3402s, penetration testing, internal audit | ARC | |
| Planet, environment, natural capital | Sustainability Councils, Global E4 Committee (GEC), GRMT |
ISO 14001, FSC™, PEFC, SFI®, EMAS, KPMG, EcoVadis Government reviews emissions effluent etc, internal audit |
SETS Committee | |
| Ethics | Group Compliance Manager, ethics surveys, management self-assessments | Internal audit | SETS Committee, ARC | |
| People, HR and transformation | Global Human Resource Committee, regional labour forums, employee engagement surveys, management self-assessments | BBBEE audits, internal audit | ARC, SETS Committee, and Human Resources and Compensation Committee | |
| R&D, intellectual property | Group technical cluster, management self-assessments | ISO 17025, internal audit | SETS Committee | |
| Manufacturing, supply chain management, quality, forestry | Technical clusters and platforms, regional safety, health, environment and quality audits, supplier audits, management self-assessments | ISO 9001, ISO 50001, FSC™, PEFC, SFI®, matrix, internal audit | SETS Committee | |
| Stakeholders, communication, reputation, society | Group corporate affairs, sustainability and investor relations functions | Internal audit | SETS Committee | |
| Safety | Group and regional risk management teams, safety audits | ISO 45001, ISO 22000, regulatory inspections, internal audit | SETS Committee |
A key element of combined assurance at Sappi is derived from the annual control self-assessments completed by control owners, which helps to protect value for stakeholders by providing management and the board with assurance on the state of controls throughout the group. The remediation of control gaps identified through this process is monitored by management, relevant committees, auditors and the board.
The ARC advises the board on the state of risk management and controls, as well as assurance, in Sappi's operating environment. This information is used as the basis for the board's review, sign-off and reporting to stakeholders, via the Annual Integrated Report and Annual Financial Statements, on risk management and the effectiveness of internal controls and assurance within Sappi.
As part of combined assurance with respect to reported information, Sappi has obtained assurance on the data in the Annual Integrated Report from the following sources:
Internal audit
The group has an effective, suitably resourced, risk-based Internal Audit department. The department operates in terms of a specific charter from the ARC and independently appraises the adequacy and effectiveness of the group's governance, risk management, systems, internal controls and accounting records. Internal audit coordinates combined assurance and reports the findings to local and divisional management, the external auditors, and the ARC.
The Head of Internal Audit reports to the ARC, meets with board members, has direct access to executive management and is invited to attend certain management meetings.
The role of the internal audit function at Sappi is set out in the following diagram:
Internal audit value proposition

During 2025, the risk-based coverage plan was substantially achieved. Apart from the ongoing focus on financial controls, internal audit helped to create and protect value for Sappi and our stakeholders by completing reviews in support of the following strategic objectives:
In 2026, internal audit will support the achievement of Sappi's Thrive strategic objectives by completing advisory and assurance projects in the following areas:
Grow our business: R&D, packaging and speciality papers
Sustain our financial health: sales, procurement, treasury, working capital processes and activities
Drive operational excellence: sales and operations, maintenance, energy, strategic business and IT projects, including global Mill Execution System (MES) projects
Enhance trust: ethics, governance, sustainability, regulatory compliance and cyber security reviews
Internal audit maintains an internal quality assurance programme. Our last external quality assurance review was conducted by the Institute of Internal Auditors (IIA) in 2025. A Fully Conforms rating was received, which is the highest of the four levels of conformance to the IIA's standards. The external review commended internal audit on its credibility, technical expertise, deep knowledge of the business, and ability to operate as a cohesive 'OneSappi' global audit team. Stakeholders consistently highlighted the constructive, collaborative nature of their interactions with GIA, as well as the relevance and quality of the assurance provided. The function is not only trusted as an assurance provider but also respected as a strategic partner in governance, risk and control enhancement. Matters that arose and have been addressed include enhancing root cause analyses and improving report turnaround.
A focus for 2026 will be further updated to internal audit's approach to leverage technology (AI and advanced analytics).
The board is responsible for the group's systems of internal financial and operational control. As part of an ongoing comprehensive evaluation process, control self-assessments, independent reviews by internal audit, external audit and other assurance providers were undertaken across the group to test the effectiveness of various elements of the group's financial, disclosure and other internal controls as well as procedures and systems. Identified areas of improvement are being addressed to strengthen the group's controls further. The board has assessed the combined assurance provided in 2025. The results of the reviews did not indicate any material breakdown in the functioning of these controls, procedures and systems during the year. The internal controls in place, including the financial controls and financial control environment, are considered to be effective and provide a sound basis for the preparation of the Annual Financial Statements, Annual Integrated Report, and other reports used internally for management's decision-making.
The Company Secretary does not fulfil executive management functions outside of the duties of Company Secretary and is not a director. During the year, the board has assessed the independence, competence, qualifications and experience of the Company Secretary and has concluded that she is sufficiently independent (ie maintained an arm's length relationship with the executive team, the board and individual directors), qualified, competent and experienced to hold this position. The Company Secretary is responsible for the duties set out in section 88 of the Companies Act 71 of 2008 (as amended) of South Africa. Specific responsibilities include providing guidance to directors on discharging their duties in the best interests of the group, informing directors of new laws affecting the group, as well as arranging for the induction of new directors.