Governance

Em Temas Materiais:

Data privacy and information security

The Company’s ability to protect the personal and confidential data of its customers, professionals, and partners.

Em Global Reporting Initiative:

/ Universal Standards - General Disclosures

GRI 2-9

We believe our commitment to the best corporate governance practices helps us to ensure the business sustainability and to serve the interests of all RD Saúde’s stakeholders: customers, investors, suppliers, employees, community, government, trade unions and associations, among others. We maintain an ethical and strong relationship with these stakeholders, ensuring that everyone has access to […]

GRI 2-10

Board member nominations follow the Board of Directors’ Internal Regulations and the Nomination Policy, both revised in May 2022. No director holds an executive role.

GRI 2-11

Currently, the Executive Board is led by the Chief Executive Officer (CEO), who does not hold a position on the Board of Directors.

GRI 2-12

See detailed information on our Board of Directors’ advisory committees in our 2025 Annual and Sustainability Report, under disclosure 2-9.

GRI 2-13

The Board of Directors is supported by the Sustainability Committee, which provides technical and strategic guidance on ESG-related matters. Composed of three Board members and Company executives, the Committee meets monthly and regularly engages with external experts, while also fostering ongoing dialogue with internal teams.

GRI 2-14

The content reported in the Annual and Sustainability Report was initially defined based on the materiality assessment process, which is approved by Senior Management. Information was then gathered across different areas and further explored through interviews with board members, executives, and other leaders responsible for the Company’s planning and strategy. Finally, the Report was also […]

GRI 2-15

The Conflict of Interest Policy requires executives and employees to disclose situations that could conflict with the Company’s interests.

GRI 2-16

At RD Saúde, risk management is guided by the Risk Management Policy, which references national and international practices such as ISO 31000, COSO ERM, and the guidelines of the Brazilian Institute of Corporate Governance (IBGC) and the Institute of Internal Auditors of Brazil (IIA Brasil).The policy sets out guidelines and responsibilities based on the Three […]

GRI 2-17

The Board of Directors undergoes an external evaluation conducted by an independent consultancy, which assesses its performance in terms of value creation and meeting dynamics, among other aspects. The results of the evaluation are discussed with the People and Corporate Governance Committee, which defines action plans for continuous improvement. Made up of three directors and […]

GRI 2-18

The Company’s management is led by the Board of Directors, supported by advisory committees that contribute technical depth to decision-making. This body undergoes an external evaluation conducted by an independent consultancy, which assesses its performance in terms of value creation and meeting dynamics, among other aspects. The results of the evaluation are discussed with the […]

GRI 2-19

All RD Saúde employees are eligible for variable compensation through the PPR (Profit-Sharing Program), tied to indicators related to: • Company (corporate) goals: financial, customer, engagement, and sustainability (climate change and diversity); • Departmental goals: specific to each activity or role.

GRI 2-20

At RD Saúde, compensation follows formal, transparent procedures aimed at attracting, developing, and retaining qualified professionals, aligning incentives with business strategy. Compensation levels are set based on market surveys conducted by specialized consultancies, ensuring competitiveness relative to companies of similar size and segment. All changes are approved by the Executive Board. The Administrative Committee is […]

GRI 2-21

The ratio of the highest individual remuneration to the average individual remuneration of employees who contributed to or remained with the company throughout the 2025 fiscal year was 212.52 times. The calculation includes the total individual remuneration of RD Saúde employees, excluding apprentices, interns, board members, and statutory officers. The remuneration consists of fixed and […]

GRI 2-23

RD Saúde formalizes its commitment to responsible business conduct through the Code of Conduct and complementary policies, such as the Human Rights Policy and the Conflict of Interests Policy. These commitments are based on national and international anti-corruption standards, as well as related legislation. The guidelines explicitly call for respect for internationally recognized human rights, […]

GRI 2-24

At RD Saúde, integrity guides decision-making at every level, from the service counter to senior leadership. The Integrity Program is overseen by the Board of Directors through the Audit Committee and is primarily guided by the Code of Conduct, which sets out guidelines for employees and partners. In 2025, 21,899 employees completed the course on […]

GRI 2-26

The Ethical Conversation Channel is available 24 hours a day, and is operated by an external, independent company, ensuring confidentiality, proper handling of reports, and protection against retaliation against the whistleblower. It can be used by employees, former employees, customers, suppliers, and other stakeholders. Reports may be anonymous or identified. General inquiries—such as questions, requests, […]

GRI 2-27

In 2025, there were no significant instances of non-compliance with laws and regulations—defined as being those that could impact the company’s financial, operational, administrative, or commercial capacity.

GRI 2-30

RD Saúde ensures that 100% of its employees are covered by collective bargaining agreements, respecting freedom of association and collective bargaining as the foundation of labor relations. Collective bargaining agreements guarantee rights and representation for workers through more than 300 unions across the country.

/ Topic Standards - Economic - Market Presence

GRI 202-1

The compensation policy follows current legislation. The lowest wage is equivalent to 1.0 times the minimum wage (R$1,518.00), applied equally to men and women, with no gender distinction. Wages are set according to the legal minimum or the wage floors established in collective bargaining agreements. For third-party workers, the ratio is also 1.0 for both […]

/ Topic Standards - Economic - Anti-corruption

GRI 205-1

During the reporting period, 100% of operations were assessed for ethical vulnerabilities.

GRI 205-2

In 2025, all 73,379 employees (100%) were communicated about anti-corruption policies. No formal communication was provided to the Board of Directors, the Executive Board, or the committees. A total of 17,398 employees (24%) completed at least one course in the “Ethics and Compliance” area (Our Code; Relations with Government Agencies; Anti-Corruption and Anti-Fraud; and Conflicts […]

/ Tópicos materiais - Environment - Anti-corruption

GRI 205-3

In 2025, there were no confirmed cases of corruption.

/ Tópicos standards - Social - Diversity and Equal Opportunity

GRI 405-1

Indivíduos dentro dos órgãos de governança em 2023 órgão de governança por gênero por faixa etária por identidade autodeclarada de raça homem mulher abaixo de 30 anos entre 30 e 50 anos acima de 50 anos amarelos negros brancos pardos Conselho de Administração 72,70% 27,30% 0,00% 36,40% 63,60% 0,00% 0,00% 100,00% 0,00% Diretoria Estatutária 87,50% […]

GRI 405-2

Proporção entre o salário-base e a remuneração recebidos pelas mulheres e aqueles recebidos pelos homens 2021 2022 2023 salário-base remuneração salário-base remuneração salário-base remuneração Liderança executiva 92,86% 86,26% 92,28% 83,63% 87,55% 81,53% Liderança média 96,85% 95,83% 94,25% 93,96% 92,81% 92,92% Liderança operacional 99,97% 99,86% 100,95% 100,90% 101,79% 101,77% Especialista 72,64% 71,74% 76,95% 76,20% 73,33% 73,69% […]

/ Tópicos standards - Social - Non-discrimination

GRI 406-1

In 2023, 209 cases were registered regarding the topic “discrimination”, of which 182 have already been analyzed and completed, including: 77 valid and partially valid; 91 invalid; 12 inconclusive; 2 with insufficient data; and 27 reports under investigation. The measures taken in relation to the 182 completed calls include: written warning (17), verbal warning (5), […]

/ Tópicos standards - Social - Security Practices

GRI 410-1

98%, considering 15 own employees and other contractors.

/ Tópicos standards - Social - Supplier Social Assessment

GRI 414-1

In 2023, 100% of the 1,692 new suppliers were selected based on social criteria.

GRI 414-2

In 2023, 9,531 suppliers were evaluated against social criteria. Among them, 2,120 were identified as causing actual and potential negative impacts. Non-conformities were identified in 176 partners, mainly related to the requirements for providing pre-employment physical examination certificates, the wearing of PPE, paying overtime worked, and labor requirements provided by law. In 2023, no relationships […]

/ Tópicos standards - Social - Public Policy

GRI 415-1

We do not make political contributions.

/ Tópicos standards - Social - Customer Privacy

GRI 418-1

We adopt the best market practices to ensure information security through frameworks such as NIST, CIS Controls, and ISO/IEC 27001:2022, among others. To strengthen our incident detection and response capabilities, we have: • 24/7 monitoring of security events from a Security Operation Center (SOC); • Monitoring of potential data leaks using DLP (Data Loss Prevention) […]

Em SASB:

/ Data security and privacy

HC-DR-230a.1

Information security and privacy management is based on the ISO/IEC 27001:2022 and 27701:2019 standards and is overseen by an Information Security and Privacy Management Committee. The Data security and privacy HC-DR-230a.1 Description of policies and practices to secure customers’ personal health data records and other personal data key practices adopted to ensure the confidentiality and […]

HC-DR-230a.2

None.

HC-DR-230a.3

None.

/ Patient health outcomes

HC-DR-260b.3

BRL 310,180.21

Em TCFD:

/ Governance

a) Describe the Board's oversight of climate-related risks and opportunities.

RD Saúde’s Board of Directors monitors climate-related risks and opportunities with the support of its advisory committee structure, which informs strategic decision-making. The Audit Committee assesses and monitors risk exposures and risk management, including climate-related risks, ensuring that appropriate control mechanisms and action plans are in place. In addition, the Sustainability Committee monitors and discusses […]

b) Describe management's role in assessing and managing climate-related risks and opportunities.

The Board of Directors is responsible for overseeing the operational mechanisms related to risk management, ensuring that financial policies are consistent with strategic guidelines and the business’ risk profile, as well as for approving the guidelines for the company’s corporate governance framework for risk management—including methodology, policies, processes, and systems—when duly recommended by the Audit […]

/ Strategy

a) Describe climate-related risks and opportunities the organization has identified over the short, medium, and long term.

RD Saúde conducts a structured assessment of climate-related risks and opportunities, taking into account the likelihood of each event occurring and its potential impact on the business. Physical risks: The following threats were identified: river flooding (distribution centers and pharmacies — long term), storms (distribution centers and pharmacies — long term), heat waves (distribution centers […]

b) Describe the impacts of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning.

Climate risks and opportunities are linked to the company’s long-term vision, influencing the development of its 2030 sustainability strategy, which guides its operations. They also have an impact on financial planning, since climate adaptation and mitigation initiatives—such as the purchase of electric trucks, the installation of flood barriers, and the purchase of insurance against extreme […]

c) Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.

RD Saúde incorporates climate risks and opportunities into its strategy based on internationally recognized scientific scenarios, with a focus on the 2030 and 2050 time horizons. For physical risks, the IPCC’s SSP1-2.6 and SSP3-7.0 scenarios are used; for transition risks, the IEA’s SSP1-1.9, SSP1-2.6, and SSP2-4.5 scenarios are used—covering everything from aggressive mitigation approaches to […]

/ Risk management

a) Describe the organization's processes for identifying and assessing climate-related risks.

RD Saúde conducts an annual assessment to identify and analyze climate risks. The most recent one covers all assets in operation in 2025: RD Saúde Campus, 15 distribution centers, 1 hub, and 3,547 pharmacies. The process is multidisciplinary, involving the areas of Sustainability, Risk Management, Procurement, Pharmacy Operations, Engineering, and Expansion. The severity of the […]

b) Describe the organization's processes for managing climate-related risks.

Climate risk management at RD Saúde follows the same process as corporate risk management. Each risk is assigned to a responsible department, which conducts the necessary controls and implements improvement measures. Monitoring is performed by the Risk Management Committee, an advisory body to the Executive Board, with regular meetings organized according to the nature of […]

c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organization's overall risk management.

Since 2022, climate risks have been formally incorporated into RD Saúde’s corporate risk matrix, following the same methodology, assessment criteria, and governance process applied to the company’s other risks. The Risk Management Department maintains ongoing coordination with the Sustainability Department and the business units directly involved to monitor and address these risks in an integrated […]

/ Metrics and targets

a) Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk managment process.

To assess climate risks and opportunities, RD Saúde uses metrics structured around two dimensions: impact and probability. The impact is assessed based on four criteria—financial (percentage impact on adjusted EBITDA or net income), image and reputation (negative repercussions and reputational impact), operational (unavailability of distribution centers and systems, and disruption to e-commerce), and regulatory (penalties, […]

c) Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets.

RD Saúde manages the risks and opportunities associated with climate change through the goals that make up its 2030 sustainability strategy: Progress on these commitments is reported quarterly to the Sustainability Committee and made publicly available at painelesg.rdsaude.com.br. Detailed performance data is also available on page 58 of this report. In addition to its long-term […]

Em MSCI:

/ Enviromental & Social

Product carbon footprint

Risk Management Extent of product carbon footprint assessments We have carbon emissions assesments on the use of sold product and end-of-life treatment of sold products. Assessment of energy consumption and/or carbon emissions of suppliers As part of our 2030 Sustainability Strategy, we have committed to engaging our suppliers in adopting science-based targets. To achieve this […]

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