EXECUTIVE ETHICS & COMPLIANCE COMMITTEE

EXECUTIVE ETHICS & COMPLIANCE COMMITTEE

Mission

Ethics is one of ENKA’s core values: “We are uncompromising in our integrity, honesty, and fairness.” The Executive Ethics and Compliance Committee (the Committee) was created to ensure that the ethics and compliance program supports this core value. Further, the Committee helps the company maintain an effective ethics and compliance program, to identify the principles to serve as the basis of such a program and to constantly promote an organizational culture that demands ethical business conduct and compliance with the law.

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Scope

The duties of the Committee comprise the following:

  1. To provide senior management leadership and oversight of the company-wide ethics and compliance program
  2. To review overall program effectiveness and provide recommendations to the executive management as needed to ensure that the company has an effective ethics and compliance program
  3. To support and reinforce the functional activities of the groups to be set up within the company and the projects for the implementation of programs that foster ethical business conduct at all levels of the company
  4. To provide guidance, information, and metrics to the ENKA President and Chairman of the Executive Committee and other corporate managers to ensure that their respective ethics and compliance programs are adequately resourced
  5. To carry out periodic inspections, and determine areas where processes need to be improved, for ethical business conduct and legal compliance in line organizations.

Objectives

The Committee:

  1. Oversees the current performance and continued development of the company ethics and compliance program through periodic review of the following:
    • Ethics and compliance activities both at the corporate level and for all business-lines (including worldwide locations and projects);
    • Corporate and project-specific ethics and compliance education plans and company-wide performance with respect to such plans;
    • Ethics Hotline statistics and trends;
    • Company-wide ethics education and awareness programs, and
    • Monitoring activities in the company to ensure compliance with company policies, laws, regulations, and legal obligations.
  1. Develops key metrics for the ethics and compliance program, at the company-wide and organizational levels, and submits them to the Executive Committee.
  2. Recommends further development and updating of company policies in areas related to ethics and compliance in response to changes in business strategy, risk, and regulatory or legal requirements.
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Operating Principles

  1. Regular meetings will be scheduled prior to each Executive Committee meeting that requires an update from the Committee’s co-chairs. Additional meetings will be arranged as needed to address issues referred by the Executive Committee or the Committee Chair.
  2. The minimum number of meetings to be held in any given calendar year is two. The agenda and the appropriate supporting material will be distributed to participants by the Committee Chair prior to each meeting.
  3. The Committee co-chairs will present current information on ethics and compliance activities and on their recommendations at meetings of the Executive Committee when requested by the President and Chairman of the Executive Committee.
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Membership

The Committee co-chairs and senior members of the team are appointed by the President and Chairman of the Executive Committee from among the Permanent Members of the Committee.

Permanent Members of the Committee:

  • The Chief Legal Counsel
  • Chief Financial Officer
  • Director of Quality, HSE and Integrity

Associate Members of the Committee:

  • Corporate Financial Control Manager
  • Corporate Finance Manager
  • Corporate HR and Administration Manager
  • Corporate HSE Manager
  • Corporate Sustainability Manager
  • Corporate Quality Manager
  • Senior Legal Counsel

The company’s Project Management Groups are each represented on the Committee by a senior member appointed by the respective Executive Committee Member, and approved by the co-chairs.