
Sustainability

Sustainability

Our 2024 Sustainability Report:
ESG framework at a glance
Governance, strategy and risk management
Board of Directors
oversight through
ESG Committee
Executive Leadership
and Business
Unit Leadership
accountability
Sustainability
Committee – working
group and subject
matter experts
Risk assessment and strategy setting
Governance, strategy and risk management
Board of Directors oversight through ESG Committee

Executive Leadership and Business Unit Leadership accountability

Sustainability Committee – working group and subject matter experts
Risk assessment and strategy setting
Governance
Toromont is committed to maintaining strong and effective standards of corporate governance and business integrity because we understand that good governance leads to better decisions and better outcomes for our company and all stakeholders.
Our Board of Directors regularly reviews our governance practices and policies for compliance with all applicable laws, monitors industry best practices and, with that knowledge, seeks to enhance our sustainability efforts. The Board also oversees the public disclosure of financial and sustainability information included in this report.
ESG framework and responsibilities
The Board’s governance framework is designed to create value for all stakeholders, enhance long-term corporate sustainability and enterprise value, and reduce business risk.
The governance of sustainability-related risks and opportunities (SRROs) and climate-related risks and opportunities (CRROs) is the primary oversight of our Board, but accountability is shared with Toromont’s Executive Team. Disciplined implementation of decisions taken by the Board and the Executive Team is driven by our Sustainability Committee and Business Unit Leaders.
Toromont’s ESG framework and responsibilities are simplified in a pyramid chart divided into 4 horizontal sections that are separated by black lines and arrows pointing up. At the top of the pyramid, highlighted in yellow, is the Board of Directors, and below it, three Board committees side by side: ESG, Audit, and Human Resources & Health and Safety. The governance of sustainability-related risks and opportunities and climate-related risks and opportunities is the primary oversight of our Board, but accountability is shared with Toromont’s Executive Team. The next section of the pyramid shows the Executive Team, which provides management oversight. The third section is Toromont’s Sustainability Committee, the primary working and resource group for sustainability matters. The final layer of the pyramid is Business Unit Leadership where Toromont’s ESG priorities are carried out to achieve performance objectives, and deliver human capital strategies, environmental management and community programs.

Board committees and responsibilities
Our Board operates with three committees: Audit Committee; Human Resources & Health and Safety (HRHS) Committee; and Environmental, Social and Governance (ESG) Committee. Outlined below are the governing bodies at Toromont with responsibilities for sustainability-related risks and opportunities and climate-related risks and opportunities. For complete details, please see our annual Management Information Circular.
Board of Directors: Oversees overall risk, strategy (including sustainability strategy), corporate governance, succession planning, and Board and Director effectiveness. The Board retains overall oversight of sustainability strategies such as sustainable products supporting the energy transition,1 reducing GHG emissions, water and waste management, and supply chain sustainability.2 Annually, the Board reviews and updates mandates, policies, strategies and objectives, and regularly reviews progress relating to the governance of material sustainability and climate-related topics.
ESG Committee of the Board: Oversees objectives and strategies for all sustainability-related risks and opportunities and climate-related risks and opportunities. The ESG Committee also monitors progress in employing strategies as well as environmental compliance matters. The Committee recommends the composition of the Board and its committees, oversees Director recruitment, and monitors changes in regulations and compliance through Toromont’s environmental management program. Please refer to Toromont’s ESG Committee’s Terms of Reference for more information.
Audit Committee: Oversees the controls in place to monitor and measure progress on all material public disclosures, including disclosures related to sustainability- and climate-related information. The Audit Committee is planning to incorporate future oversight of Internal Audit’s assessment of GHG reporting and other sustainability-related reporting as applicable. Please refer to Toromont’s Audit Committee’s Terms of Reference for more information.
HRHS Committee: Has oversight and informs the Board of sustainability-related risks and opportunities relating to human capital and health and safety,3 including sustainability-related metrics such as employee engagement and retention, health and safety, and executive compensation. Please refer to Toromont’s HRHS Committee’s Terms of Reference for more information.
Executive Team responsibilities
Toromont’s Executive Team establishes corporate strategy and objectives, provides leadership to embed corporate values, fosters relationships with stakeholders and scrutinizes results. Within its remit, the Executive Team sets Toromont’s ESG strategies and goals as approved by the Board of Directors, supports initiatives and monitors progress. The Executive Team also leads risk and opportunities assessment and stakeholder engagement.
Sustainability Committee responsibilities
Comprising operational business leaders from various Business Units and subject matter experts, the Sustainability Committee is the primary working and resource group for sustainability matters. It has responsibility for assessing, planning, substantiating and tracking progress on strategies, objectives and tactics. The Sustainability Committee meets on a regular basis to support the implementation of sustainability projects and provides subject matter expertise, including in the areas of environmental and regulatory compliance.
Business Unit leadership responsibilities
Business Unit leaders set objectives that are aligned to Toromont’s ESG strategic priorities, allocate resources to achieve performance objectives, and deliver human capital strategies, environmental management and community programs. Business Unit leaders are tasked with growing customer, business partner and community relationships. Business Unit leaders also participate in risk and opportunities assessment and stakeholder engagement.
All of Toromont’s governing bodies operate in accordance with our corporate Values and Code of Conduct.
1SASB Industrial Machinery and Goods, RT-IG-130a.1
2SASB Industrial Machinery and Goods, RT-IG-440a.1
3SASB Industrial Machinery and Goods, RT-IG-320a.1
Sustainability-focused skills and competencies of our Board’s ESG Committee
The ESG Committee of our Board of Directors derives strength from the competencies, skills and diverse experience of its members.

Frederick J. Mifflin (chair)
Director since 2022. Also a member of the Audit Committee.
Relevant experience:
- a more than 30-year career in senior and executive roles with a wide range of financial services companies
- significant exposure to governance, environment and social responsibility practices as a director of several other public companies, including serving as Co-Chair of a Governance and Nominating Committee and member of a Governance and Sustainability Committee, as well as during his former role as Global Head of Mining and Metals at BMO Capital Markets

Jeffrey S. Chisholm
Retiring May 2025
Director since 2011. Also a member of the Human Resources and Health and Safety Committee.
Relevant experience:
- a 30-year career in senior and executive management roles, including at BMO Capital Markets, where he gained significant experience and exposure to total information technology, finance and risk management
- significant exposure to governance and social responsibility practices as a director of several other public companies

Cathryn E. Cranston
Director since 2013. Also Chair of the Audit Committee.
Relevant experience:
- a financial expert with a 32-year career in financial services, most recently as Senior Vice President and Treasurer at the Bank of Montreal from 2009 until her retirement in 2018
- significant exposure to governance and social responsibility practices as a director of several other public companies

Paramita Das
Joined the Board and the ESG Committee in November 2024. Also a member of the Human Resources and Health and Safety Committee.
Relevant experience:
- more than 20 years in strategic leadership at resources, mining and materials companies, including almost a decade with Rio Tinto
- most recently Global Head of Marketing, Development and ESG (Chief Marketing Officer) Metals and Minerals at Rio Tinto
- significant exposure to governance, health and safety, environment, and social responsibility practices as a director of several other public companies

Ave G. Lethbridge
Joined the Board and the ESG Committee in November 2024. Also a member of the Human Resources and Health and Safety Committee.
Relevant experience:
- more than 35 years of experience in the energy industry, including 20 years as Code of Ethics Officer at Toronto Hydro, and most recently as Executive Vice-President and Chief Human Resources and Safety Officer from 2013 until her retirement in 2021
- significant exposure to governance, health and safety, environment, and social responsibility practices as a director of several other public companies, including six years on the Governance and Nominating Committee at Kinross Gold
- holds a designation in Climate & Biodiversity from Competent Boards

Katherine A. Rethy
Director since 2013. Also a member of the Human Resources and Health and Safety Committee.
Relevant experience:
- has held senior executive positions at public companies, where she had responsibility for risk management, supply chain and logistics, information technology, facilities, human resources and community relations
- significant exposure to governance, health and safety, environment, and social responsibility practices as a director of several other public companies including as Chair of Governance and Human Resources committees
- holds an MA in Leadership for Sustainability, Lancaster University Management School, United Kingdom
2024 Sustainability Report Message
Message to stakeholders

Toromont’s commitment to sustainability is long-standing, as is our belief in making disciplined business decisions to strengthen our ability to meet our environmental and social responsibilities as a business, employer and partner. Acting on this belief, our Board of Directors and executive leaders took additional steps in 2024 to identify, assess and monitor ESG risks and opportunities, and position Toromont for the future. We summarize recent actions below.
Sustainability pillars and actions
2024 ESG actions and key accomplishments

Governance, strategies, and risks
- Created a GHG Inventory Management Plan and implemented a carbon accounting system
- Disclosed Scope 1 and 2 emissions on a segmented basis
- Engaged with stakeholders to validate key ESG risks and opportunities
- Continued to execute and refine our strategies established as part of Toromont’s current three-year strategic plan
- Maintained high-performance, decentralized culture in alignment with our corporate values
- Continued to link executive incentive compensation to goals including sustainability

Managing our operational footprint
- Continued our focus to reduce Scope 1 and 2 emissions
- Implemented new fleet-fuel tracking platform company-wide
- Employed sophisticated contamination control systems at our new remanufacturing centre for component rebuilding
- Incorporated sustainability and energy efficiency strategies in planning new facilities
- Piloted cloud-based AI-enabled thermostats to reduce energy consumption at two large facilities
- Continued LED retrofits across facilities

Sustainable products and services
- Broadened product/service offerings to address the transition to new forms of clean energy
- Increased the number of connected assets
- Opened new remanufacturing centre, increasing our component rebuild capacity and contribution to the circular economy
- Made plans to build another remanufacturing centre in Québec

People
- Improved safety performance
- Increased training and development
- Provided mental health support as part of employee benefits plan
- Employed various strategies to foster employee engagement including townhalls and surveys
- Grew workforce and apprenticeship positions
- Issued Modern Slavery Report and evaluated suppliers
- Supported grassroots community causes primarily through the United Way
- Continue to execute ESG strategies in all focus areas
- Prepare for new made-in-Canada sustainability and climate-change disclosure rules
- Continuously improve health, safety, training, development, recruitment and engagement
- Expand products, services and technology
- Offer ongoing support to our communities


Governance, Strategies, and Risks
- Created a GHG Inventory Management Plan and implemented a carbon accounting system
- Disclosed Scope 1 and 2 emissions on a segmented basis
- Engaged with stakeholders to validate key ESG risks and opportunities
- Continued to execute and refine our strategies established as part of Toromont’s current three-year strategic plan
- Maintained high-performance, decentralized culture in alignment with our corporate values
- Continued to link executive incentive compensation to goals including sustainability


Managing our Operational Footprint
- Continued our focus to reduce Scope 1 and 2 emissions
- Implemented new fleet-fuel tracking platform company-wide
- Employed sophisticated contamination control systems at our new remanufacturing centre for component rebuilding
- Incorporated sustainability and energy efficiency strategies in planning new facilities
- Piloted cloud-based AI-enabled thermostats to reduce energy consumption at two large facilities
- Continued LED retrofits across facilities


Sustainable Products and Services
- Broadened product/service offerings to address the transition to new forms of clean energy
- Increased the number of connected assets
- Opened new remanufacturing centre, increasing our component rebuild capacity and contribution to the circular economy
- Made plans to build another remanufacturing centre in Québec


People
- Improved safety performance
- Increased training and development
- Provided mental health support as part of employee benefits plan
- Employed various strategies to foster employee engagement including townhalls and surveys
- Grew workforce and apprenticeship positions
- Issued Modern Slavery Report and evaluated suppliers
- Supported grassroots community causes primarily through the United Way


What’s next
- Continue to execute ESG strategies in all focus areas
- Prepare for new made-in-Canada sustainability and climate-change disclosure rules
- Continuously improve health, safety, training, development, recruitment and engagement
- Expand products, services and technology
- Offer ongoing support to our communities