Governance of ESG Risks

Board-level Oversight of Climate-Related Issues

ICL’s Board of Directors is responsible for setting ICL’s overall strategic direction, including on sustainability, climate and ESG related matters. The Board views climate change as a material component of Company strategy.
The Board has appointed the Climate, Sustainability and Community Relations Committee (“CSC Committee”) to oversight climate-related issues, including climate-change risk assessment and mitigation plans, installation of renewable energy facilities, site decarbonization plans, implementation of circular economy initiatives, achieving water savings targets, implementation of policies relating to environmental impact, etc. The CSC Committee is chaired by Dr. Miriam Haran, a leading environmental expert with considerable experience in environmental and climate related matters. The CSC Committee includes four additional directors with significant industrial and risk management experience, including regarding environmental issues.

Each meeting of the CSC Committee includes reviewing updates regarding the Company’s latest ESG related events, ESG risk assessments and mitigation plans, and ESG management systems, as well as policies and regulations when relevant. In addition, the CSC Committee holds annual discussions regarding, among others, climate risk and mitigation measures, TCFD disclosure, the Company’s ESG Report and ICL’s sustainability KPI matrix & targets.

Following the CSC Committee and Board approval, on March 16, 2023 SBTi officially confirmed our declaration to commit to set a decarbonization plan in accordance with the criteria and process of the SBTi, which will be submitted to SBTi within the set time frame.

For information about ICL commitment to SBTi please see the 2022 Annual Report.

The Audit & Accounting Committee, as determined in ICL’s Board Manual, is responsible, among others, for overseeing ICL’s risk management, including monitoring the Company’s activities to manage and mitigate the identified risks, as well as to ensure the Company’s compliance with relevant regulation. Accordingly, ICL’s Enterprise Risk Management (“ERM”), which includes climate-related risks, is discussed on a bi-annual basis, and any material changes are updated on a regular basis.
ICL has a formal and unified Enterprise Risk Management (ERM) policy and procedures that follow the Committee of Sponsoring Organizations of the Treadway Committee (COSO) risk management methodology.

For more information regarding ICL’s ERM processes and integration of climate related risks, please see ICL’s Enterprise risk management.

For further information, including Dr. Haran’s biography and CSC and Audit & Accounting Committees meetings frequency see “Item 6 –Directors, Senior Management and Employees— A. Directors and Officers & C. Board Practices—Our Board Committees” of ICL’s 2022 Annual Report.

Executive Engagement

The Global Executive Committee (“GEC”), comprised of the senior executive management, meets on a weekly basis and is responsible for overseeing the Company’s actions, policies, and initiatives, ensuring that all ICL’s ESG and climate related risks are being appropriately addressed and managed as well as rendering decisions on issues related to sustainability, climate and ESG matters.

Our current Chief Risk Officer (“CRO”) is also our CFO, which, among others, is responsible together with our EVP, Global General Counsel & ESG, and with our President, Potash Division, for implementing ICL’s sustainability and climate related risk assessment policies. In addition, our CFO & CRO is responsible for financial transition related risk, which is also managed as part of the climate-change risk assessment.

To assist the GEC to better monitor and oversee ICL’s sustainability, climate and ESG related matters, the GEC has appointed a GEC Sustainability Committee, an advisory committee which convenes on a quarterly basis. The GEC Sustainability Committee members include the CFO, EVP, Operational Excellence, Energy, and Innovation, President, Potash Division, EVP, Global General Counsel & ESG, EVP, ICL CPO & CAPEX, EVP, Chief Innovation and Technology Officer and President, ICL Phosphate Specialty Solutions Division.

ICL’s Board of Directors and Leadership Team are listed on ICL’s website, for further details.

Gatekeepers Forum

ICL has a forum of its gatekeepers that includes the SVP, Global Internal Auditor, VP, Chief Compliance Officer & Company Secretary, VP, Corporate Controller, CISO, VP Global Security, VP EHS, Global QA Manager and Global ERM Manager. The purpose of the forum is to identify, monitor, coordinate and mitigate risks, including all types of potential risks related to safety, environment, operations, security, finance, corporate governance, legal, compliance, quality and ethics. In addition, the Gatekeeper Forum is responsible for ensuring effective and efficient handling of events, through full coordination with the relevant functions and sites, ensuring adequate attention is provided by the relevant functions in order to avoid overlapping and overloading, as well as monitoring unresolved issues.

The forum meets on a quarterly basis.

The forum periodically reports to ICL’s management and Audit Committee.

TCFD

We continue our journey to enhance the Company’s understanding and preparedness regarding climate related risks and opportunities. This is the second year in which we voluntarily disclosed information according to The Climate-related Financial Disclosures (TCFD) framework and we intend to continue to advance our relevant knowledge and develop this disclosure in future years.

To learn more about ICL’s TCFD please check out Carbon.

For further information about ICL’s TCFD please see “Item 4 – Information on The Company — B. Business Overview – Task Force on Climate-related Financial Disclosures (TCFD)” of ICL’s 2022 Annual Report.

For disclosures related to the management of legal & regulatory environment, including future governmental regulations and policies that address environmental and social factors, such as the EU Carbon Border Adjustment Mechanism (CBAM) Regulation, please see “Item 3 – Key Information— D. Risk Factors” and “Item 4 – Information on The Company — B. Business Overview – Task Force on Climate-related Financial Disclosures (TCFD)”, in ICL’s 2022 Annual Report.

ESG Transparency

ICL is committed to providing clear and transparent information to its stakeholders. In 2021 ICL designed a new investor portal on the company website, incorporating an interactive data tool that provides current and historical - financial data, ESG related indicators and interactive charting capabilities of the company. The financial and ESG data can be downloaded, for high accessibility and visibility for investors.

For further information please visit our Interactive Data Tool.

ESG Rankings

ICL strives to raise awareness regarding sustainability within the company. To accelerate our learning curve, we participate in multiple sustainability rankings. We leverage the feedback we receive to gain insights and create improvements. Among these, are programs such as Maala and Entropy, where ICL received very high scores, as well as CDP carbon (Ranked B), Bloomberg Gender-Equality Index (GEI) and EcoVadis, where ICL received a score of 75 points- ranking in the top 5%, S&P Global (scored 54%), MSCI (Ranked BB) and Sustainalytics (Ranked 30.5). ICL is also committed to the United Nations Global Compact initiative.

For more information on awards and recognition check out ICL Awards & Recognition.

Entropy Corporate Governance

'Entropy Corporate Governance', the Israeli ESG Rating firm, ranked ICL’s corporate governance as "Advanced'', the rating firm’s highest ranking. ICL is one of only a few Israeli companies to share this ranking. We strive to continue to improve our corporate governance, among other things, by continuing to enhance the professional mix, independence and diversity within the Board of Directors.

ICL Global ESG Week

Promoting awareness and focusing on ICL’s commitment to compliance, were part of ICL’s annual Global ESG Week. The Global ESG week included multiple site and global virtual events with about 9,000 employee participants from all around the world, along with contractors and suppliers, to promote ESG issues. which in 2022 included sustainability, safety, ethics and Integrity, as well as our commitment to anti-bribery and Corruption.

Sustainability Reporting Disclosures:

Disclosure: 2-13

Disclosure: 2-14

Disclosure: 2-16