Responsible and Effective Governance
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HOME Corporate Governance and Compliance Management Board of Directors Effective governance at IVL and its subsidiaries relies Directly assisting the Board are three Committees - upon a strong focus on business growth and having an the Audit Committee, Nomination, Compensation and experienced and high-caliber Board of Directors. Corporate Governance (NCCG) Committee and Our Board oversees IVL’s entire business portfolio and Sustainability & Risk Management Committee (SRMC). ensures adherence to our vision, mission, strategies, These committees ensure that strong governance policies and budgets, as well as national and processes are in place across areas such as risk international laws. The Board typically meets every management, financial reporting, compliance, audit three months, with additional meetings convened and control, the Code of Conduct and sustainability- when necessary. The meetings provide an opportunity related strategies, risks and opportunities. to review IVL’s operations and discuss financial issues, plans and other matters. For More Information 12.5% Non-Executive Directors 50% Independent 16 Directors Directors on the IVL Board 37.5% 12.5% Executive Directors Female Directors In 2020, the Board was comprised of 16 directors who internal controls and audits drive continuous RESPONSIBLE met on seven occasions, during which they approved improvements, and risks and opportunities the company’s financial statement and SRMC Charter. are leveraged. We also engage regularly and AND EFFECTIVE For more information on key deliberations and Board comprehensively with our wider stakeholders. meeting attendance, please refer to pgs. 150 and 166 Internal policies shape our interactions and are GOVERNANCE of our 2020 Annual Report. supported by tools such as feedback surveys through our supply chain, grievance mechanisms Our responsive, two-way reporting lines through and employee training outcomes. Outputs from these senior management teams to the executive teams interactions are consolidated and reported to and Board ensure that corporate targets are met, the relevant business leaders for action and follow-up. Capitals Linked in this Chapter Value Created With strong and robust governance mechanisms, Key Deliberations Actions Taken by the Board we generate sustained growth benefiting Strategy and Annual Business Plan meeting • Vision and mission statement is reviewed. the organization and key stakeholders throughout • Company strategy is reviewed. our value chain including our customers and • Opportunity for the Board to interact with the respective executives. suppliers. • Where necessary, suggestions are made by the Board. Intellectual Capital Social and Financial (Organizational) Relationship Capital Capital Annual review of the Evaluation Form on • Evaluate the efficacy and sufficiency of the Company’s internal controls. the Sufficiency of Internal Control Systems • Initially reviewed by the Audit Committee and forwarded to the Board. Indorama Ventures PCL. Sustainability Report 2020 42 Vision - To be a world-class sustainable chemical company making great products for society. 43 HOME In 2020, Mrs. Kaisri Nuengsigkapian was appointed to the recommendation of the NCCG Committee. At the 1 1 the Board as an Independent Director at the IVL Annual end of each year, their performance is evaluated against Employment Disputes 1 2 General Meeting (AGM) in June 2020, in line with our the KPIs forming the criteria for their compensation Health and Safety 1 diversity and equality agenda. Mrs. Nuengsigkapian is evaluation. 20 Human Rights - Discrimination the second female director and the first female Cases Human Rights - Harassment/Hostile Behavior Independent Director of the Company. Other changes Having operations in multiple countries and jurisdictions 2 2 Received through Human Rights - Unfair Termination to the Board in 2020 included the departure of increases the risk of non-compliance, which is a major Whistleblower Conflict of Interest Mr. Maris Samaram who withdrew from re-election concern. Through a top-down approach, the Audit Reporting Channels Potential Violation of the Law due to non-eligibility related to the retirement age Committee, NCCG Committee, SRMC and senior Transparency criteria defined for independent directors. management continue to advise all concerned on emerging risks and compliance requirements. 7 * Another three cases were not considered as whistleblower cases. Key Performance Indicators (KPIs) are set by the Board The Company also has in place a robust grievance More detail is given in the Annual Report 2020 pg.159. for the Group CEO and other executive directors on system through its Whistleblower Policy. Enhancing Our Whistleblowing Channels To further improve our Whistleblower capabilities, This website streamlines communication more 2020 Highlights in 2019, we launched a standalone website, efficiently between the whistleblower and the As of December 31, 2020, there was no material litigation against IVL whistleblower.indoramaventures.com, which offers Whistleblower Committee. The Whistleblower or our subsidiaries that had a negative effect on our assets exceeding more convenience, is easier to use and acts as a Committee guarantees total confidentiality and no IVL received an “Excellent - 5 Star” 5% of shareholder equity. There was also no litigation that had consolidated portal for any concerns that are raised. actions will ever be taken against whistleblowers. CG score by the Thai Institute a significant effect on our business. of Directors (IOD) for the eighth consecutive year. During the reporting period in 2020, there was: Business Ethics, Integrity and Transparency • No case of material non-compliance. • No material cases or incidents of corruption or bribery; Business Ethics Mechanisms at IVL no employee, contractor or supplier was dismissed; and The Nomination, Corporate no contract with any business partner was terminated due to Compensation The Governance Policy IVL was one of the recipients allegations of corruption. The Audit Site/Human of the Asset Class PLC award Committee and Corporate Whistleblower Awareness Resource Heads Employees for the 2019 ASEAN CG Governance Committee Campaign • No legal case involving corruption or anti-competitive practices Committee (CGPAC) Team Scorecard (ACGS) announced was brought against IVL or our employees. in 2020. Assists the Ensures business Examines issues Facilitates and Implements and Attend the CG We are targeting the same outcomes for 2021. Board of Directors ethics are applied raised by monitors progress of communicates Manual and related in reviewing financial through the Code whistleblowers and the CGPAC the CG manual to trainings and adhere reporting and of Conduct and processes cases program and all employees. to its contents in daily monitoring internal arranges introductory deemed appropriate. provides status operations. controls and audits, training on policies. The Whistleblower reports of the project compliance with laws Committee provides a to the NCCG Whistleblower Policy and regulations and summary of the Committee, which the CG Manual. received cases to the updates the Board. Empowering all employees to report concerns or The Board appointed new members to the NCCG Committee and Board. evidence of unethical practices is an important Whistleblower Committee and approved the function in ethical and responsible organizations. Whistleblower Committee Charter in November 2020. Our Whistleblower Policy provides anonymous Published in 2019, the Corporate Governance Manual Established in 2013, the Corporate Governance Policy channels to communicate directly with the In 2020, the Whistleblower Committee received (CG Manual) provides all directors, employees and Awareness Campaign (CGPAC) is an ongoing global Whistleblower Committee, which then initiates 20 complaints. 15 cases were resolved, two are stakeholders with a clear focus on how IVL’s values program which involves communicating, providing training, evaluating the understanding of employees an investigation and takes appropriate action. under investigation, while three were not are being implemented, how they are linked to the Company’s long-term objectives and how corporate and monitoring implementation of the CG Manual. The Whistleblower Policy and the reporting whistleblower cases. All cases carried over from 2019 governance is being realized. Translated into This includes training on related policies, procedures and website are compliant with the EU’s General Data have been resolved. A summary of the investigations 20 languages at the end of 2019, the manual was protocols, an assistance package, and whistleblower Protection Regulation (GDPR). Concerns can be and the actions taken were reported to the NCCG distributed to all sites including those newly acquired. mechanisms at IVL’s head office and at the site raised on our website, by email or regular mail. Committee and the Board. level. The CGPAC Team monitors the campaign’s progress through dedicated resources that ensure improved awareness among all IVL associates. Indorama Ventures PCL. Sustainability Report 2020 44 Vision - To be a world-class sustainable chemical company making great products for society. 45 HOME All employees are informed about the Manual when Based on the requirements of each unit, the CGPAC The training session for the CG Manual introduces the joining the Company and must acknowledge that Team used both lectures and in-depth discussions document to employees and provides guidance on