Corporate Governance

Lulu Retail is guided by a governance philosophy rooted in integrity, accountability, and responsible leadership, recognizing that strong governance builds trust, drives sustainable performance, and safeguards stakeholder interests. We champion ethical decision-making, fairness, and a culture of transparency across our global operations. Our commitment to ethical retailing, customer focus, and responsible growth ensures every decision aligns with the highest standards of compliance. Our Board remains focused on continuously refining governance best practices, strengthening oversight, and ensuring that our governance framework evolves in line with global standards and stakeholder expectations.

The Company’s Board demonstrates a strong commitment to global governance excellence and is operating through a nine-member board led predominantly by Non-Executive and Independent Directors. The Chairman provides strategic leadership to the Board, engages senior management, and sustains open dialogue with shareholders and regulators, reinforcing transparency and accountability. The principal duties of the Board are to provide the Company with strategic leadership, to determine the fundamental management policies of the Company and to oversee the performance of the Company’s business. The Board is the principal decision-making body for all matters that are significant to the Company, whether in terms of their strategic, financial or reputational implications. The Board has final authority to decide on all issues, except those specifically reserved to a general meeting of the shareholders by law or by the Company’s Articles of Association.

The Board has established dedicated committees that provide focused oversight and strategic guidance. These include the Audit Committee, the Nomination and Remuneration Committee, and the Sustainability and Strategy Investment Committee.

Board of Directors

The Audit Committee is responsible for maintaining financial oversight by monitoring the integrity and accuracy of the Company’s financial statements, overseeing the policies that govern the appointment and independence of external auditors, and reviewing the effectiveness of risk management, internal audit, compliance, and internal control systems. Its role also extends to supervising both external and internal auditors, which includes evaluating the performance, independence, and qualifications of the external auditor, reviewing and approving internal audit plans while monitoring their execution, and ensuring that all audit activities align with regulatory requirements and Company objectives through periodic reviews of internal audit reports to maintain consistency and compliance. In addition, the Committee assist in assessing related-party transactions before making recommendations to the Board, oversees ethics and compliance by ensuring adherence to the Company’s Code of Conduct and compliance policies, as well as monitoring initiatives related to whistleblowing and regulatory compliance.

The Audit Committee comprises three Non-Executive Directors with strong expertise in finance, audit, legal and statutory reporting, and is chaired by an independent director. All members adhere to the Company’s insider trading policy, which governs the handling of material non-public information and trading conduct.