As an international industrial Corporation, GF is at home in a variety of segments and countries. Wherever GF operates, it complies with the applicable laws and regulations. GF firmly believes that good Corporate Governance and impeccable ethical conduct determine sustainable and long-term success.
GF’s business conduct and Corporate strategy are based on the foundation of five values. They shape and embody the philosophy and spirit of GF in its daily work for the benefit of key stakeholders and the Corporation. The values are translated into a set of standards for ethical conduct and integrity, which define GF’s Corporate culture and are summarized in the Code of Conduct document. The Code of Conduct is published in 18 languages and is binding for all GF employees worldwide1.
The Board of Directors and the Executive Committee are the highest management bodies of GF. They attach great importance to good Corporate Governance. The implementation of the generally accepted principles of Corporate Governance ensures a level of oversight, strategic and tactical management of the Corporation and its entities, and transparent communication with stakeholders.
The Board of Directors is responsible for monitoring the management of the company, for determining its strategic direction, and for financial and accounting policies. The three standing Board Committees (Audit Committee, Nomination Committee, and Compensation Committee) prepare the relevant topics for the Board of Directors as a whole.
The Executive Committee addresses all issues of relevance to the company, takes decisions within its remit, and submits proposals to the Board of Directors. The Chief Executive Officer and the Heads of Corporate Development and Corporate Finance & Controlling make up the Corporate Center2 and support the Board of Directors in meeting its responsibilities.
In the interests of its stakeholders, the Georg Fischer Corporation, which is organized in accordance with Swiss law, fulfills all obligations under the guidelines of the Swiss Stock Exchange with regard to information on Corporate Governance. For detailed information, including but not limited to the tasks of each Board Committee and the Compensation Report, please see the respective section in the Annual Report 2019.
GF is a member of industry-relevant organizations in its home base, such as Economiesuisse and Swissmem. They represent the interests of the Corporation in political and economical matters. Annual membership fees in these organizations amount to less than CHF 0.1 million. In the year under review, no contributions were made to any political parties or to individual politicians.
At GF, enterprise risk management is a fully integrated process and systematically applied at all levels of the Corporation. Twice a year, the Corporation, the three divisions and all significant Corporate companies prepare a risk map of the key risks with regard to strategy, markets, operations, management and resources, financials as well as sustainability. In 2018, the sustainability risk catalogue was reviewed by the individual locations. The risk categories were broadened to cover a wider scope of potential sustainability risks going forward, including those in the supply chain and those related to potential climate change impacts (by and on GF). The likelihood of the risk occurring is classified into one of four categories. Where possible and appropriate, the identified risks are subject to a quantifiable assessment, taking into consideration any measures that are already implemented. Alternatively, a qualitative assessment of the risk exposure is applied.
The Head of the Service Center Risk Management & Tax acts as the Chief Risk Officer (CRO) and, in this function, reports directly to the CEO. A non-executive Risk Officer in each division supports the CRO. Supplemented by the Corporate Compliance Officer (CCO), the Heads of Internal Audit, Corporate Sustainability and Corporate Planning, as well as internal experts in Corporate Risk Management, the Risk Officers under the leadership of the CRO constitute the Corporate Risk Council. In 2019, this Council met twice. In addition, the CRO conducted workshops with the management of the three divisions as well as with the Executive Committee to analyze the risk situation, to discuss measures to mitigate risks, and to define the actual top risks for each unit.
The topics of these meetings include the optimization of risk reporting of sustainability risks, the adequate handling and valuation of IT and cyber risks, as well as an analysis of the risk maps. The Executive Committee discussed identified risks and adequate mitigating measures were determined. The resulting risk report was reviewed and approved by the Board of Directors in February 2020.
Internal Audit and the CCO monitored compliance with the applicable laws and guidelines worldwide as well as with business ethics standards. The CCO reports to the General Counsel or, where necessary, directly to the CEO. The CCO’s task, as a member of the Corporate Risk Council, is to ensure that risk management is given appropriate importance within the company.
Additionally, employees have to report any misconduct against legislation or guidelines through a compliance e-mail address directly to the CCO, contact the Corporate Legal Department in Schaffhausen or send the report anonymously. A corporate instruction guides the procedure to be followed by employees for reporting violations of applicable laws or internal instructions and governs the conduct of persons receiving the report. Proven misconduct is subject to appropriate sanctions.
Training is carried out under the direction of the CCO at the Corporate companies by means of e-learning or in person. The Executive Committee determines the respective focus topics together with the CCO. In 2019, a range of internal compliance training sessions were held, including:
- an e-learning program on Anticorruption/Anti-bribery for about 1’350 employees
- an e-learning program on Antitrust/Competition Law for about 1’000 employees
- an e-learning program on Export Controls/Sanctions for about 570 employees
- on-site training at companies in the EU, China, and the US, and for specific employees with compliance roles.
The training program is ongoing and employees are required to participate every three years. In addition, in 2017, the Corporate Legal Department began offering one-on-one meetings to Senior Managers visiting Schaffhausen from other locations in order to provide general as well as specific legal advice and training to them upon request. During 2019, 21 senior managers took the opportunity to benefit from such personalized legal instruction.
To reinforce the compliance function in the company, the following measures have also been in force since 2015:
- Consistent implementation of the “GF Compliance Agreement for Intermediaries” and of an “Intermediary Check” to globally secure and prove compliance of GF business partners who act on behalf of or in the interests of GF companies.
- Implementation of a web-based system to avoid conducting business with sanctioned organizations and individuals (ongoing process).
- Introduction of a “Compliance Agent” function to identify and assess compliance risks, to carry out initial cursory internal compliance controls on-site, and to support the identification and implementation of appropriate new measures.
Product and service information and labeling
GF adheres to all relevant rules and regulations with regard to product safety and relevant labeling and information provided to its customers. This includes but is not limited to
- enclosing the CE3 and RoHS4 labels, when relevant
- providing customers, where required or upon their request, information regarding conflict minerals (following the Dodd Frank Act) as well as the presence of substances of very high concern in products (according to REACH5 legislation)
Dedicated working groups within the divisions address issues related to the environmental, health, and safety standards of GF products. These groups are responsible for tracking new regulations and trends, defining and ensuring necessary internal processes, conducting relevant training, and supporting customer inquiries.