EXECUTIVE ETHICS &
COMPLIANCE COMMITTEE

EXECUTIVE ETHICS & COMPLIANCE COMMITTEE

Mission

The Executive Ethics and Compliance Committee (the Committee), which was formed under the Executive Committee to ensure that corporate values are supported by the ethics and compliance program, helps the company to 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

  1. Providing senior management leadership and oversight of the company-wide ethics and compliance program.
  2. Reviewing overall program effectiveness and providing recommendations to the Executive Committee as needed to ensure that the company has an effective ethics and compliance program.
  3. Supporting and reinforcing the functional activities of the groups to be set up throughout  the company (Headquarters and projects) and subsidiaries for the implementation of programs that foster ethical business conduct at all levels of the company.
  4. Providing 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. Reviewing the outputs of the audits carried out and determining areas where processes need to be improved, for ethical business conduct and legal compliance in subunits of the company.
  6. Reporting the status, performance and next period plans of the company’s ethics and compliance program to the Audit Committee and the Board of Directors.

Objectives

The Committee:

  1. In order to ensure that the company’s ethics and compliance system is carried out adequately and effectively, oversees the current performance and continuous improvement of the company’s ethics and compliance program through periodic review of the following practices/studies.
    • 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 training plans and company-wide performance within the scope of such plans,
    • Assessing and investigating the reports conveyed to the Ethics Hotline and e-mail address,
    • Evaluating the statistics and trends of the reports conveyed to the Ethics Hotline and e-mail address,
    • Company-wide ethics and compliance trainings and awareness raising programs,
    • 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 and procedures 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 Chair. 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 Chair will present current information on ethics and compliance activities and on their recommendations at meetings of the Executive Committee or Board of Directors when requested by the President and Chairman of the Executive Committee.
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Membership

The Committee Chair is 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 (Member of the Executive Committee)
  • Chief Financial Officer (Member of the Executive Committee)
  • Director of Quality, HSE and Integrity (Committee Chair)

Associate Members of the Committee:

  • Corporate Sustainability and Compliance Manager
  • Senior Legal Counsel
  • Corporate Financial Control Manager
  • Financial Director
  • Vice President – Corporate HR and Administration
  • Corporate HSE Manager
  • Corporate Quality Manager

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 Committee Chair.