The Supreme Board of Darling Ingredients is committed to maintaining the highest standards of corporate governance, ethical leadership, accountability, transparency, and responsible decision-making. Our governance framework establishes clear responsibilities, oversight mechanisms, and standards designed to protect the long-term interests of the organization and its stakeholders.

The governance framework provides the structure through which the Supreme Board exercises strategic oversight and leadership. It defines the relationship between the Supreme Board, executive leadership, committees, and other organizational bodies.
The framework is built around:
Strategic oversight and direction
Clear leadership responsibilities
Risk management and internal controls
Ethical and responsible decision-making
Financial stewardship
Sustainability and long-term development
Compliance with applicable laws and organizational standards
Accountability to stakeholders.

Governance Framework

Strategic oversight and direction
Clear leadership responsibilities
Risk management and internal controls
Ethical and responsible decision-making
Financial stewardship
Sustainability and long-term development
Compliance with applicable laws and organizational standards
Accountability to stakeholders

Board Charter

Purpose
The Board Charter outlines the roles, responsibilities, and governance framework for the Board of Directors to ensure effective oversight and strategic guidance of the organization.
Composition and Appointment
The Board shall comprise a diverse group of qualified individuals appointed based on their skills, experience, and ability to contribute to the company’s objectives.
Roles and Responsibilities

Provide strategic direction and oversight of the company’s management.
Approve major policies, budgets, and business plans.
Monitor financial performance and ensure integrity of financial reporting.
Ensure compliance with legal and regulatory requirements.
Evaluate and manage risks facing the organization.
Appoint, support, and evaluate the performance of the Chief Executive Officer.
Foster a culture of ethical behavior and corporate responsibility.

Meetings

The Board shall meet regularly, with a minimum of four meetings per year.
Meetings can be held in person or via electronic means.
A quorum shall be necessary for decisions to be valid.
Minutes of meetings shall be recorded and maintained.

Committees
The Board may establish committees (e.g., Audit, Remuneration, Nominations) to focus on specific areas and report back to the full Board.
Performance Evaluation
The Board shall conduct annual evaluations of its performance, including individual directors and committees, to identify areas for improvement.
Confidentiality
Directors shall maintain confidentiality of all Board discussions and sensitive information.
Review of Charter
This Charter shall be reviewed annually and updated as necessary to reflect changes in governance practices or regulatory requirements.

Approved by the Board of Directors on [Date].

Board Leadership

The Charter serves as a foundation for effective, independent, and accountable governance, ensuring that the organization operates with clarity and purpose.

Policies

The Supreme Board maintains policies designed to promote consistent, responsible, and ethical organizational practices across all levels. These policies help guide decision-making and uphold the organization’s values.

Key policy areas include:

Corporate governance: Establishing structures and processes for effective oversight and direction.
Risk management: Identifying, assessing, and mitigating potential risks to the organization.
Financial oversight: Ensuring accuracy, transparency, and prudence in financial management.
Conflicts of interest: Preventing and managing situations where personal interests could interfere with professional duties.
Anti-bribery and anti-corruption: Upholding zero tolerance toward unethical practices.
Data protection and confidentiality: Safeguarding sensitive information and complying with privacy regulations.
Whistleblower protection: Encouraging reporting of unethical behavior without fear of retaliation.
Sustainability: Committing to environmentally and socially responsible operations.
Human rights and responsible business practices: Respecting and promoting fundamental rights within all areas of operation.
Leadership and professional conduct: Fostering a culture of integrity and exemplary behavior.

Code of Ethics

The Code of Ethics establishes the standards of conduct expected from Board members, executives, employees, and representatives of Darling Ingredients. Everyone acting on behalf of the organization is expected to demonstrate integrity, honesty, respect, professionalism, fairness, and accountability.

The organization maintains a zero-tolerance approach to corruption, fraud, discrimination, harassment, conflicts of interest, and any conduct that undermines trust or organizational integrity.

Accountability & Transparency

The Supreme Board believes that strong governance requires accountability and transparency. Board members and organizational leaders are expected to take responsibility for their decisions and actions, maintain accurate records, disclose relevant conflicts of interest, and operate in accordance with established governance standards.

Where appropriate, the organization communicates key governance decisions, strategic developments, and relevant organizational information to its stakeholders.

Our commitment is simple: strong governance builds trust, accountability protects integrity, and transparency strengthens confidence.