Ownership and governance 

The executive directors, are entrusted with the daily management of Action. The performance of duties by the executive directors as well as the general course of affairs of Action is supervised by the non-executive members of the board.  In carrying out their duties and responsibilities the executive directors are assisted by a committee of senior business leaders representing key management roles and functions across Action’s organisation. Together with the CEO and CFO, this group is referred to as the Executive Committee. The board is assisted by two standing committees, the Audit Committee and the remuneration committee.

The Board is responsible for the overall strategic guidance and material decisions relating to Action, and for leading Action in promoting its long-term sustainable success, generating value for its shareholders and considering the interests of the various other stakeholders. The Board also approves Action’s strategic objectives and policies, and ensures the necessary resources are in place to meet these objectives through a Board approved planning and budgeting process. Moreover, there is always a clearly defined schedule of matters that are reserved for approval by the Board. The Board is also responsible for risk assessment, the risk management process and the protection of Action’s reputation, brand integrity and longer-term sustainability. The current meeting frequency of the Board is five to seven times a year.

The quorum and majority voting requirements that apply to the Board ensure that resolutions are adopted in an objective and balanced manner. Any board member having a potential conflict of interest, or the appearance of a potential conflict of interest, is obligated to declare the potential or actual nature and extent thereof to the other board members and is not allowed to participate in any deliberation or decision-making if a potential or actual conflict of interest about the matter concerned is established.

Responsibility in governance  

The Audit Committee assists the Board in safeguarding ethical governance and integrity at Action. Significant risks and incidents are reported to the Audit Committee and when necessary, they monitor follow-up actions to ensure improvements are made.

Multiple topics are included on the agenda of the Audit Committee, such as compliance, financial statements and financial reporting, information security, data privacy, litigation and claims, product quality and loss prevention. Generally, the Audit Committee reviews the compliance with our ethical business conduct, including Action’s Code of Conduct and all other related policies, and reviews the effectiveness of these policies. It also monitors the effectiveness of implemented processes regarding whistle-blower reporting, including evaluation of the Action alert line.

Embedding Sustainability  

Action’s long-term vision, strategies, target setting and policies on sustainability are brought together in the Action Sustainability Programme or ASP. The governance structure of the ASP reflects our belief that sustainability is a joint responsibility and should be embedded organisation-wide in the work of every individual, team and department. Operationally, the ASP is managed by the cross-functional ASP Alignment Team consisting of seven members from different parts of the organization. The Head of Sustainability is responsible for the overall alignment and coordination of all ASP activities across the organisation and the general progress of the ASP. Furthermore, each pillar has a designated ASP owner responsible for driving the ASP efforts and accomplishments within that pillar.

The ASP Alignment Team plus the executive directors (CEO and CFO) form the ASP Committee.

They discuss the ASP progress, risks and opportunities and new initiatives. ASP is discussed in the Board at least four times per year. The CEO is directly responsible for oversight of the ASP strategy, which includes leading the policy development and providing executive oversight to the activities that take place in each pillar. The CFO has direct responsibility for reporting about sustainability.

Stakeholder management 

In 2022, we renewed our materiality analysis to identify the most relevant impacts of Action on the environment, people, and the economy. In this process, we drew a full list of individuals and groups whose interests are affected or could be affected by Action’s activities. We identified and prioritized the following five most severely affected or potentially affected stakeholder categories of Action: employees, customers, investors, local communities and suppliers (including workers in the value chain of Action).

Action recognises it has many different stakeholders, all key to our growth and success. Throughout the year, we engage with stakeholders in both formal and informal ways. Together with our suppliers, other key partners and stakeholders, we work on a resilient supply chain that contributes to our business strategy of making sustainability accessible for everyone. In every pillar we have valuable partnerships with multiple stakeholders both internally and externally that support us with and strengthen our sustainability goals.

Risk management

Action is strategically prepared to take risks in a responsible way and ensures opportunities are retrieved from risk taking. While doing so, we consider the interests of all our key stakeholders. As Action keeps growing, it has to consider an increasing number of laws and regulations from the various countries around the globe where it sources products to the markets where it sells. 

More about risk management (in PDF)

Action is committed to regulatory compliance and strives to prevent significant incidents of non-compliance wherever it operates and is aware of increasing risks in sustainability, business continuity, scalability and finding and retaining employees.

In 2022, we conducted a new risk assessment, which resulted in the identification of nine key risks. Each risk was assessed on likelihood and impact, assigned to a principal risk category and a management method. We strongly believe that managing risk in a professional manner is essential to achieve our strategic and operational objectives. Therefore, our proactive approach to risk management is embedded in our processes and aims to protect and preserve long-term value. Based on the COSO Internal Control Framework and the three-lines-model, we have implemented a formal risk management and internal control system.  

In addition, Action works continuously to strengthen the controls as part of the implemented financial control framework. Since 2020, the implementation of automated controls in the control framework is part of all large technology projects. In doing so, Action is moving from manual controls to more automated controls, following the control by design principle. In this way, Action builds application controls into its systems right from the start based on more standardised processes.