NOTE S12 Management of the legal, ethics and regulatory framework
8.1. Management of the legal, ethics, and regulatory framework
Management of the legal, ethics, and regulatory framework encompasses business ethics – human rights, anti-corruption, and non-discrimination – and anti-competitive behavior.
Commitments and policies
Solvay’s Code of Conduct
Solvay’s Code of Conduct and the policies and procedures it has adopted to enhance good governance apply to all employees wherever they are located. In addition:
- Third parties are expected to act within the framework of the Code of Conduct;
- All critical suppliers must confirm that they adhere to the principles set out in the Solvay Supplier code;
- Majority-owned joint ventures are held to the Solvay Code of Conduct or to a separate code adopted based on similar principles.
Gifts, Entertainment and Anti-Bribery policy
Solvay’s Code of Conduct expressly states that the Group prohibits bribery in any form. Solvay and its employees do not use gifts or entertainment to gain competitive advantage. Facilitation payments are not permitted by Solvay. Disguising gifts or entertainment as charitable donations is equally a violation of the Code of Conduct. The Code is supported by a more detailed policy on Gifts, Entertainment and Anti-bribery. Solvay is a member of Transparency International Belgium.
Solvay employs an internal tracking system to record gifts and entertainment that exceed the acceptable reasonable value applicable in each region and requires manager approval for the acceptance or giving of same. The use of the Gift and Entertainment Tracking System (“GETS”) is part of Solvay’s Internal Audit review process.
Human rights in business policy
Solvay’s Human Rights in Business Policy, published on Solvay’s website, sets forth Solvay’s commitment to respect human rights and act with due diligence to avoid any infringement of human rights or any adverse impact on or abuses of such rights. The policy emphasizes Solvay’s commitments to its stakeholders (its employees, its business partners, the communities and environment in which it operates, and children).
Following the work of an internal steering committee in 2017 and ultimate adoption by the Executive Committee anticipated in 2018, Solvay will appoint the Global Human Rights Committee to oversee the implementation of the policy, ensure compliance, and monitor the Group’s performance in meeting its commitments. Members of the Global Human Rights Committee (GHRC) will include the Heads of the following Solvay Business Service Activities and/or their delegates: Legal & Compliance, Human Resources, Purchasing and Supply Chain Excellence, Industrial, Internal Audit & Risk Management, and Sustainable Development. The GHRC will be chaired by the Group General Counsel, who is the Head of Legal & Compliance. Members of Solvay’s Global Business Units and other Business Service Activities will contribute to the work of the GHRC, as required, on an ad hoc basis.
Going forward, it will be the responsibility of the GHRC to provide an annual written summary of its activities (including KPI results) to the Executive Committee in advance of the issuance of the Group’s Annual Report and to validate the Human Rights reporting made in conjunction with the issuance of that Report. Upon request, the Chair of the GHRC may be called upon to provide an annual report to the Audit Committee.
Solvay is also a pilot participant in the Belgium Commission for Children’s Rights and Business Principles.
Competition Law policy
Solvay’s goal is to conduct business ethically and not to enter into any business arrangements that eliminate or distort competition. Solvay is committed to developing and maintaining a culture of compliance to keep Solvay and its people on the right side of the law. Solvay has a formal Competition Law policy which stresses the importance of strict adherence to all competition laws. This formal Competition Law policy was approved by Solvay’s Executive Committee and is published on the intranet, to which all Solvay’s employees have access. Any violation of this policy may result in disciplinary action, subject to and in conformity with applicable laws.
Resources and responsibilities
A Compliance organization under the leadership of the Group General Counsel enhances a Group-wide culture based on ethics and compliance.
Regional Compliance Officers serve in all four zones where the Group operates. Every Solvay Global Business Unit and function appoints Compliance Liaisons to enhance adherence to compliance objectives and to instill a commitment to compliance throughout Solvay.
Implementation of the competition law policy
Solvay has put in place a Competition Compliance Program which propagates a zero tolerance approach towards competition law infringements. Solvay has dedicated resources within the Legal Function responsible for the implementation of the Competition Law Compliance Program. They are in charge of providing competition law advice and guidance, as well as deploying effective and recurrent communication and training on competition law-related subjects.
As part of its Compliance Program, Solvay provides a Competition Law Tool-Kit on its intranet that includes up-to-date guidelines on specific areas of competition law, on dealing with competitors, information exchange in M&A transactions, swaps, price announcements, volume allocation in case of shortage, vertical agreements, rebates and discounts under European law, agency and distribution agreements, etc.
To minimize cartel risks, Solvay has put in place a computer-based system that tracks all contacts of relevant employees with competitors through a managerial approval procedure (CCTS).
Grievance mechanisms
Employees are encouraged to report violations as a condition of employment through various internal avenues, including management, Human Resources, Legal & Compliance, and Internal Audit.
A Group-wide Speak Up program is in place and overseen by the Audit Committee of the Board of Directors. An external third-party helpline active 24 hours a day, 365 days a year allows employees to ask questions, raise concerns or file reports.
The following chart shows the types of claims submitted in 2017 through Solvay’s Speak Up program:
Number of claims |
2017 |
2016 |
||
Misconduct or Inappropriate Behavior |
26 |
18 |
||
Discrimination/Harassment |
15 |
16 |
||
Conflict of Interest |
7 |
12 |
||
Computer, Email, Internet |
1 |
0 |
||
Environmental, Health or Safety Law |
6 |
6 |
||
Accounting or Auditing |
2 |
3 |
||
Anti-Bribery |
2 |
0 |
||
Confidentiality/Misappropriation |
2 |
2 |
||
International Trade Compliance |
0 |
1 |
||
Substance Abuse |
1 |
0 |
||
Theft |
3 |
1 |
||
Violence or Threat |
2 |
0 |
||
Other |
16 |
6 |
||
Total |
83 |
65 |
Through the Speak Up program, any concern regarding a breach is investigated by the Ethics & Compliance function. In keeping with its commitment to transparency, the Speak Up tool is used to report progress on the investigation and is used to communicate the results of investigations directly to the reporters upon conclusion. Posters and an online brochure are available to employees and advertise the web address and toll-free numbers to access this tool in their regions. The Board’s Audit Committee oversees the running of Speak Up.
83
Total claims made
71
Total claims closed*
19
Substantiated claims among resolved cases
38
Unsubstantiated claims among resolved cases
* Includes cases for which there was insufficient information or cases that were misdirected or referred
Resolved Cases |
No Action |
Policy Review |
Training |
Discipline |
Termination |
Resignation |
||||||
Substantiated |
-- |
21% |
11% |
5% |
58% |
5% |
||||||
Unsubstantiated |
58% |
37% |
5% |
-- |
-- |
-- |
Communication and training
Solvay’s Code of Conduct
Code of Conduct training (web-based training) is organized to ensure understanding and to address behavioral risks such as anti-trust, anti-bribery and corruption, and human rights abuses. Specific anti-corruption training is tailored to management and other personnel in sensitive positions (sales, procurement, industrial development, etc.). Special campaigns to maintain and/or enhance the level of awareness within the Group are identified and adopted annually. New employee training is organized as part of the orientation process.
Anti-Competition
Solvay has a concrete Action Plan designed to mitigate the specific risks identified. It has been in force since 2003 and is updated yearly. In 2017, this action plan included a new on-boarder antitrust training followed successfully by 132 relevant on-boarders, as well as Contacts with Competitors Tracking System (CCTS) training for 241 individuals and additional tailored face-to-face training sessions for 280 high-risk individuals.
Annual Internal Audits check effective implementation of the Action Plan.
Anti-Corruption
Anti-Bribery and anti-corruption training was the focus of a 2016-2017 campaign that reached Leadership Teams in numerous GBUs and Business Support Activities, as well as employees in sensitive business positions. Commencing with the training of the Executive Committee and its Leadership Council in 2016, training has now been conducted in all four regions in which Solvay does business and included targeted training for Sales & Marketing teams throughout the world. Through this program, more than 1,000 persons have received live training, the majority of it occurring in 2017. A web-based training is now ready for introduction to all employees who will be assigned by their management in 2018. Anti-bribery and anti-corruption topics continue to be offered as part of the Code of Conduct training that is mandatory for all employees.
Human Rights
In 2017, the Group initiated a one-hour training course on its Human Rights in Business Policy. Over 90 members of the Legal & Compliance Function representing all regions received the training. For 2018, Solvay will prepare a global training template, conduct training for all Leadership Teams, plant managers, and sensitive populations (Purchasing, Human Resources, Industrial managers, Marketing & Sales), and will prepare a multilingual web-based training for all employees.