Ethics
We want to operate in an ethical, reliable and responsible manner.
We want to operate in an ethical, reliable and responsible manner. We openly and precisely communicate our values and standards of conduct. Our Code of Ethical Conduct defines the expected behaviour and practices. The document sets out the priorities in the efforts we are making to foster good employee conduct and improve the way in which we build relations with our business environment. The Code is our commitment that we want to keep in mind every day.
The Code of Ethical Conduct is addressed not only to employees of the Grupa Azoty Group companies, but also to our customers, trading partners, shareholders and other stakeholders. A Compliance Manager has been appointed at the Grupa Azoty Group.
BEST PRACTICE
As of 2020, all new employees and suppliers are required to confirm in writing that they have read the Code of Ethical Conduct and the related policies.
The Grupa Azoty Group Code of Ethical Conduct:
- defines the ethical values and principles applying to the conduct of business with stakeholders, suppliers and local communities;
- ensures equal employment, promotion and training opportunities for our employees;
- describes the procedure for reporting incidents involving ethics violations by a line manager or the Ethics Officer;
- defines measures to manage conflicts of interest and corruption risk.
The values described in the Grupa Azoty Group Code of Ethical Conduct include:
Good management – understood as responsible management of the Grupa Azoty Group’s tangible and intangible assets based on a cost-benefit analysis. All our assets are managed so as to maximise benefits to our shareholders and other stakeholder groups.
Professionalism – making every effort to ensure that our management approach, as well as operating standards and control systems are well designed, effective, and support the delivery of our business strategy. For us, to be professional is to apply the highest standards of care and to make proper use of our expertise, skills and business competence in day-to-day work.
Cooperation – arranging our mutual relations with stakeholders so as to maximise benefits to the Grupa Azoty Group, with due regard to and respect for the other party’s interests. This involves communication aimed at achieving a win-win situation, building mutual trust, and pursuing common goals.
Respect – refraining from any acts or decisions and from making any statements that could violate another person’s dignity. It involves a duty on our part to respect any nationality, race, gender, age, disability, religion, political views, sexual orientation, as well as different beliefs and opinions.
Transparency – we openly communicate all our decisions and actions, their underlying circumstances, as well as our expectations and standards. We are guided by this approach in all areas of our activity, except for those which must remain confidential for business or legal reasons.
Responsibility – whatever we do, we are committed to the safety and well-being of our employees, customers and other people who may be affected by our activities, to protecting the natural environment and improving the quality of life of local communities where we operate, and to exercising due care for our tangible and intangible resources.
Compliance function materials include Code of Ethical Conduct, Anti-Corruption Code as well as Gift Policy, Conflicts of Interest Policy, and Whistleblowing Policy. All documents in Polish and English have been published and are available in the Internet on our corporate websites.
All compliance policies and procedures, and any amendments to their provisions, are adopted by way of Management Board resolutions.
The Grupa Azoty Group takes a zero-tolerance approach to corruption. Detailed anti-corruption guidelines are contained in the Anti-Corruption Code, which is addressed to all employees of the Grupa Azoty Group companies and applies across the organisational structure of each of those companies. The Code expressly prohibits any direct or indirect types or forms of corruption, in particular offering, providing, promising or authorising the provision of any financial benefits, as well as accepting such benefits in any form. The Code also prohibits nepotism or cronyism, or providing benefits to political parties or candidates for public offices. All our employees can read the Code, including on our intranet. The home page features the COMPLIANCE MANAGEMENT section, which presents the definition of misconduct, all the related regulations, and information about the presence of dedicated red boxes on the premises of our plants, together with photographs of their locations.
The Code also gives employees guidance on what steps to take in the event of suspected corruption, nepotism or cronyism. Employees are required to notify any such cases promptly, but no later than seven business days after the suspicion arose, to the Compliance Manager. Employees can report instances of misconduct through a dedicated channel described in the Whistleblowing Policy. In addition, the home page on our intranet features the REPORT IRREGULARITY/MISCONDUCT section. Clicking the button opens a page with an address to which an irregularity or misconduct can be reported, and a link to the Whistleblowing Policy.
The Code also requires our employees to communicate the Grupa Azoty Group’s anti-corruption policy to our trading partners. In addition, when drawing up the terms of reference for tender procedures held to procure services and products, we require our trading partners to confirm that the products they offer are not derived from criminal activity, are not traded in carousel fraud, and that companies submitting their bids are not involved in fraudulent tax practices.
In accordance with the Trading Partners Code of Conduct, all our trading partners are required to comply with anti-corruption provisions which they accept when signing their contracts.
In 2020, approximately 90% of our employees read the Code and the anti-corruption procedures. In addition, all newly recruited employees are required to read those documents and acknowledge this fact by signing a relevant representation. Such representations are filed on a monthly basis.
Although no anti-corruption training was organised in 2020, an information campaign was carried out through corporate communication channels. Its purpose was to make employees more alert to the risk of corruption.
In 2020, there were no confirmed cases of corruption or fraud at Grupa Azoty Group companies.
Investigation into fraudulent acts against Grupa Azoty Police
The Szczecin District Prosecutor’s Office continues to investigate possible criminal offences, including fraud and failure to comply with obligations to the detriment of the Company. According to the announcements issued by the Prosecutor’s office in connection with presentation of further charges and application of preventive measures, extensive evidence was gathered in that case (including expert opinions and documents relating to the proceedings conducted by the Polish Financial Supervision Authority), which indicates that an offence was perpetrated in connection with the acquisition and performance of an agreement for the acquisition of shares in African Investment Group S.A. by Grupa Azoty Zakłady Chemiczne Police S.A.
The criminal acts involved, among other things, intentional overstating of the value of shares in African Investment Group S.A., and failure to meet the terms of payments during the performance of the share purchase agreement, which allegedly led to a disadvantageous disposal of the company’s assets by spending more than USD 28m by August 2015.
At the Grupa Azoty Group, we understand that offering and accepting gifts can help forge and foster business relationships. However, we are perfectly aware that some gifts may be seen as a form of corruption or may compromise the reputation of the Grupa Azoty Group. For this reason, we have developed and implemented the Gift Policy across the Group. Its purpose is to further specify the principles and rules set out in the Code of Ethical Conduct and the Anti-Corruption Code and to enhance the employees’ knowledge of the types of gifts they may offer or accept in connection with their work.
- The Grupa Azoty Group employees are not allowed to offer gifts to persons who hold public offices, except for the three precisely defined situations in which flowers, cards or items bearing the Grupa Azoty logo and worth up to PLN 200 may be presented:
- where a public person visits the (registered) office of any of the Grupa Azoty Group companies, the gift is presented by a management staff member and where the rules of courtesy so require;
- where a management staff member visits a person holding a public office and where the rules of courtesy so require (e.g. the Chief Executive Officer pays a visit to the Presidential Palace);
- on the occasion of celebrations considered in a given country as a feast, public or local holiday, academic, social or industry event.
- Presenting gifts to other persons is allowed if their value does not exceed PLN 200 and all of the following conditions are met:
- the gift is appropriate to the occasion and circumstances, the gift giver’s and the gift recipient’s position and, if possible, bears the Grupa Azoty Group logo;
- the gift does not appear to give the impression of the employee exerting inappropriate influence on the recipient, or bad intentions;
- the gift is presented in a transparent manner – its presentation raises no concern, is made openly and is verifiable;
- presenting the gift may not affect or prejudice the recipient’s objectivity and freedom of judgment or action, or give rise to inappropriate obligations or expectations on the part of the gift recipient or giver;
- business circumstances and relations with the gift recipient give a good reason for presenting the gift (for example, the employee takes part in annual fairs promoting the Group’s products, invites the gift recipient to a business meeting or presents a gift on the occasion of celebrations considered in a given country as feasts).
It is forbidden to regularly present gifts to one person (with a value in excess of PLN 400 in one year).
It is only natural that each employee maintains family, social or financial relations with different people. However, we do not want these relations to affect decisions made during working hours. We have in place the Conflicts of Interest Policy, which defines potential conflict of interest situations and provides guidance on the steps to be taken when they occur.
The Policy requires all employees to notify the line manager of all situations where making a decision could trigger a conflict of interest. Importantly, such notification must be made no later than seven days before the decision is taken.
We have in place at the Grupa Azoty Group an effective system for reporting any potential irregularities in the operation and activities of our companies. The system is regulated in detail in our Whistleblowing Policy. The Policy is addressed to all Grupa Azoty Group companies and to all its stakeholders, and the rules and principles it defines apply across the organisational structure of each of those companies. In line with the Policy, each employee is required to promptly report any irregularity through any of the dedicated channels listed below:
- in person to the line manager or to a permanent Member of the Management Board;
- via telephone to the Compliance Manager on a 24/7 basis;
- by email at: sygnalista@grupaazoty.com;
- by letter sent by traditional post or put in one of the dedicated red mailboxes located on the premises of the Grupa Azoty Group companies.
All such reports are kept confidential unless the whistleblower elects otherwise. We also guarantee full anonymity to all whistleblowers – in accordance with the Whistleblowing Policy, their identity may only be disclosed at the request of a court or prosecutor. We do not seek to establish the identity of the persons who have not provided their details in the notifications. The Policy guarantees that there will never be any retaliatory action against the whistleblowers. In particular, they are protected from any form of discrimination, bullying, intimidation, ostracism and other types of improper or unequal treatment by Grupa Azoty Group companies or other employees.
Each reported irregularity is investigated by way of an internal procedure.
In 2020, 12 reports were made on the basis of the Whistleblowing Policy across the Grupa Azoty Group, of which:
- 8 reports concerned alleged irregularities at the Grupa Azoty Group companies, of which 2 concerned Grupa Azoty S.A. The reports related to various aspects:
- procurement of services: failure to disclose an alleged conflict of interest, possible service pricing without complying with the prescribed procedure, potential unauthorised disclosure of information about an ongoing procurement procedure to one of the bidders, and an attempt to exert influence on the outcome of that procurement procedure;
- HR: relations of an employee with persons holding managerial positions (possibility that a candidate has withheld certain information about them during the recruitment procedure);
- using the company’s assets other than for the purposes of the Group;
- alleged irregularities in the management of a Grupa Azoty’s subsidiary;
- 4 reports related to alleged irregularities in the activities of third parties (service providers, lessee) – the Group carried out investigations or inspections based on the powers available to it in a given legal relationship.
No need to amend the current internal regulations was identified following those investigations and inspections.
In 2020, one case of workplace bullying was reported at the Grupa Azoty Group. An appropriate procedure was initiated in accordance with the workplace bullying rules applicable at Grupa Azoty S.A. It concluded with the dismissal of the employee against whom the complaint was made.
In 2020, 2018 and 2019, there were no pending lawsuits regarding breaches of fair competition rules against Grupa Azoty, Grupa Azoty Puławy, Grupa Azoty Kędzierzyn, Grupa Azoty Police or their parent.
As in the previous year, no instances of non-compliance with marketing communication regulations were identified in 2020.
