Our Governance

Our Board of Directors (Board) oversees EnerSys company performance at the highest level. All directors except for our President and Chief Executive Officers (CEO) are deemed independent, and an independent non-executive serves as the Chair of the Board. The Corporate Governance Guidelines serve as an important framework for EnerSys and its Board and are designed to assist the Board in carrying out its responsibilities effectively.

Sustainability Oversight

At EnerSys, sustainability is paramount, beginning with our top leadership. Our Board, under the guidance of our CEO, oversees our comprehensive sustainability program. Every quarter, the full Board assesses sustainability issues, demonstrating our ongoing commitment to environmental stewardship and corporate responsibility. Three committees of the EnerSys Board support this management function – Audit, Compensation, and Nominating and Corporate Governance. All are governed by committee charters, which outline duties and responsibilities.

Through Board committees, the EnerSys Board communicates and monitors policy compliance. These policies include sustainability, conflict minerals, environmental responsibility and engagement, employee and supplier diversity, anti-slavery and human trafficking, battery recycling programs, and environmental and sustainability issues related to the production and life cycle of our products.

We have developed supplemental committees dedicated to bolstering our company’s commitment to sustainability. In conjunction with the EnerSys sustainability department, these committees play a vital role in fostering a culture of environmental responsibility, social awareness, and ethical business practices within our organization. The collaborative efforts of these committees, working in tandem with the sustainability department, create a powerful synergy that supports and enhances our company’s sustainability goals.

Risk Oversight

Our risk management program is crucial for our ongoing business success. It is structured toincorporate the identification, assessment and management of risks across EnerSys, involving input from every business unit and function. EnerSys also has an Executive Risk Management Committee composed of senior managers across the organization – including the sustainability lead – that meets quarterly to identify significant risks, facilitate information sharing and coordinate mitigation efforts for all types of risks. Material risks identified and prioritized by management and the risk committee are reported regularly to the Audit Committee.

Each prioritized risk is referred to the appropriate committee of the Board or the full Board for oversight. The Board members routinely assess information pertaining to our credit, liquidity, market dynamics, legal and regulatory landscape, sustainability initiatives, compliance measures, operational efficiency, technology and cybersecurity risks, and the strategic and financial implications associated with each aspect.

For more information on our risk management and risk factors, please refer to our Annual Report on Form 10-K and the European Sustainability Reporting Standard (ESRS) Governance Section in this report.

Business Ethics

EnerSys has long upheld the belief that business should be conducted consistent with
the highest standards of corporate governance and ethical behavior. This belief governs our interaction with our customers, suppliers, employees and investors. The EnerSys Code of Business Conduct and Ethics (Code of Conduct) serves as the guide to carrying out business with the highest integrity and ethical standards and in compliance with all international, national and local laws.

The EnerSys Code of Conduct is the cornerstone for guiding our daily actions and applies universally to all EnerSys employees, officers and directors across the globe. Within its provisions lie essential policies that establish a robust framework for ethical conduct, particularly pertinent to our ESG endeavors.

By adhering to the principles outlined in our Code of Conduct, we demonstrate our unwavering commitment to ethical conduct and responsible business practices, thus contributing to the longterm sustainability and success of our organization.

Supply Chain Management

As one of the leading manufacturers of energy storage and energy systems, we work with more than seven thousand active suppliers to procure the necessary materials and services required to build our products. Our relationships with our suppliers are crucial to the long-term success of our organization. During the initial evaluation phase and on an ongoing basis, we consider suppliers’ sustainability records and goals when evaluating supplier relationships. Our suppliers must align with our Code of Conduct and relevant Policies, including commitments to our suppliers’ environmental stewardship, workplace labor rights and diversity. It is our policy to provide minority and woman-owned business enterprises an equal opportunity to participate in all aspects of our supplier contractual opportunities. In 2023, we issued our first supplier sustainability survey to begin the process of engaging our supply chain partners in better understanding sustainability risks and opportunities.

DIVERSE SUPPLIER COMMITMENT

EnerSys has provided minority and woman-owned business enterprises (MWBE) an equal opportunity to participate in all aspects of our business. Our focus on DEI and commerce helps foster diversity, equity, and inclusion into its supply chain for partnership with new diverse and small business suppliers. Since 2021, EnerSys has attributed over $730M to small and diverse businesses through our Supplier Diversity Program (U.S.).

EnerSys was ranked in the Top 10 Military Friendly® Supplier Diversity Programs in the $1B-$5B category. Military Friendly® is the standard that measures an organization’s commitment, effort, and success in creating sustainable and meaningful benefits for the military community.

Not only are we continuing to increase the value of our small and diverse supplier portfolio, we are fostering ongoing collaboration and capacity building with existing diverse suppliers – helping to bring their valuable perspectives to benefit our customers, our communities, and company