Governance
Operating sustainably and with integrity are key drivers for how we build trust with our consumers, grow our business and make a positive impact in the communities where we work and live. Pursuant to our Corporate Governance Guidelines, our Board oversees our sustainability strategies, priorities, progress, risks and opportunities.
Board of Directors
According to the 2025 Proxy Statement, incorporated by reference in the Annual Report on Form 10-K, the Board oversees our sustainability strategies and priorities, along with the most important emerging trends, risks and opportunities.
Oversight of specific sustainability responsibilities and reporting requirements are assigned to relevant Board committees, with oversight for sustainability governance residing with the Governance Committee.
Board committees conduct regular reviews of significant sustainability issues to help carry out these responsibilities. Management provides deep dives on sustainability issues for the full Board at least once a year, with relevant committee updates occurring frequently throughout the year.
Audit Committee
Reviews the company’s public reporting with respect to sustainability matters within the committee’s purview.
Compensation and Human Capital Committee
Oversees consideration of sustainability matters in executive compensation program; oversees human capital management practices, including talent management and pay equity.
Finance and Risk Management Committee
Reviews and oversees policies and procedures with respect to human rights, environmental stewardship, nature, and responsible sourcing/commodities practices within the company’s supply chain.
Governance Committee
Oversees governance of the company’s sustainability policies and programs, including the establishment of targets, standards and other metrics used to measure and track sustainability performance and progress.
Executive Team
Operational accountability for sustainability resides with our CEO, with shared responsibility across the management team.
Our CEO and her direct reports conduct reviews of Our Shared Goodness Promise strategies, data and progress against our commitments and targets, as well as emerging sustainability challenges and opportunities. The team ensures that our sustainability initiatives are aligned with business strategy and finalizes sustainability-related investments.
Disclosure Committee
Our Disclosure Committee, led by our Chief Accounting Officer, is comprised of senior management in key functions, including our Head of Global Sustainability and ESG. The Disclosure Committee ensures that our public disclosures, including those related to sustainability, are consistent, accurate, complete and timely.
Sustainability Steering Committee
Composed of key business leaders and sustainability subject matter experts, this cross-functional group meets at least quarterly to evaluate sustainability strategy effectiveness and interdependencies, provides input on investments to support sustainability program deliverables and reviews progress towards goals and key performance indicators relevant to our ESG and global sustainability programs.
Global Sustainability Team
Led by our Head of Sustainability and ESG, this team is composed of experts who manage the strategy, implementation and reporting of our global sustainability initiatives, including climate change and human rights. The Global Sustainability team communicates regularly with internal and external stakeholders who provide valuable perspectives on our strategies, program decisions and focus.
For more information on Board committees, oversight and responsibilities and Hershey’s approach to executive compensation, see our 2025 Proxy Statement.
Enterprise Risk Management
Sustainability topics are regularly evaluated as part of our Enterprise Risk Management (ERM) program driven and coordinated by our Resiliency team. Hershey’s ERM program identifies, evaluates, manages and mitigates the company’s exposure to a wide range of risks including human rights and environmental topics. Sustainability is a standalone key business risk within our broader enterprise risk universe, alongside Human Capital and Climate and Environment.
Our Board oversees the ERM program and our management team is responsible for its implementation. The Board’s Finance and Risk Management Committee reviews key enterprise risks identified through the ERM program, as well as risk-mitigation plans.
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