SUSE S.A. — Governance Information 2022

Jul 12, 2022

SUSE Board Diversity and Inclusion Policy

GR. SUSE

Introduction

At SUSE, everybody in the SUSE Diamond (our employees, customers, partners, and communities) contributes to our success through their unique talents and perspectives. The diversity of our people enhances openness and collaboration, which lie at the heart of our culture as an open source technology company. We believe in the power of many; it is the contributions and diversity of every single employee, from every background, that enables innovation.

The Board of Directors of SUSE S.A. including both the Management Board and the Supervisory Board (together, the "Board") is committed to fostering a culture of diversity and inclusion across SUSE.

Purpose and Scope

This Board Diversity and Inclusion Policy (the "Policy") sets out the approach to diversity and inclusion for the Board itself. It is intended to assist the Board (through the Board succession planning work of the Nomination and Remuneration Committee) in creating and maintaining the appropriate Board composition.

The Policy applies to the Board only but sits alongside SUSE's group-wide Diversity, Inclusion and Equal Opportunities Policy, Anti-Harassment and Anti-Bullying Policy, Code of Business Ethics and associated global policies, which set out our broader commitment to diversity and inclusion.

How the Board and SUSE define diversity and inclusion is set out in the Definitions section of this Policy.

Policy Statement

The Board believes:

• It is important that the composition of the Board exhibits a diverse mix of skills, professional, industry, cultural and educational backgrounds, geographical experience, expertise (including regarding sustainability issues relevant to the group), gender, age, tenure, ethnicity and independence of thought.
• A diverse Board, sharing a range of views, insights, perspectives, and opinions will improve its decision-making and effectiveness.
• A diverse and inclusive culture is cultivated through clear tone from the top, with the Board championing diversity and inclusion in support of SUSE's values.

Policy Objectives

All appointments to the Board are made on merit against objective criteria which take into account experience, skills and the need to ensure an appropriately diverse balance in the resulting membership of the Board.

The Board aspires to maintain a balance so that female representation on the Board is a minimum of 30% by 2026, while recognising that periods of change in Board composition may result in temporary periods when this balance is not achieved.

Monitoring and Reporting

The Nomination and Remuneration Committee of the Board is responsible for:

• the implementation, monitoring and delivery of the Policy on behalf of the Board
• annual reporting on Board diversity and inclusion within the Governance section of SUSE's Annual Report and Accounts

The Company Secretary department is responsible for the annual review of the Policy.

Definitions

Term	Definition
Diversity	Recognising, respecting and valuing people's differences. In a workplace, diversity relates, but is not limited to, neurodivergence, race, ethnicity, heritage, gender and gender identity/expression, sexual orientation, socio-economic status, age, physical abilities, religious, political, or other beliefs.
Inclusion	The act of being and feeling included in a group. Ensuring employees experience a positive culture which allows them to thrive and succeed regardless of their background or situation.
Equal Opportunities	The right to be treated without discrimination, especially on the grounds of one's personal characteristics.