GF is an international industrial corporation and thus at home in a variety of countries and markets. Wherever GF operates, it complies with applicable laws and regulations. GF firmly believes that good corporate governance and ethical conduct are essential for lasting and sustainable success.
GF’s business conduct and corporate strategy are founded on its values and its purpose, “Becoming better every day – since 1802”. They shape and embody the philosophy and spirit of GF in its daily work for the benefit of its stakeholders. GF’s purpose expresses the organization’s ambition and motivation to continually improve for the benefit of the Corporation, the environment, and most of all GF’s customers.
Performance is about speed and excellence.
Learning is about having
an open mind.
Caring is about being part
of a team.
The values have been translated into a set of standards for ethical conduct and integrity. These standards, which define GF’s corporate culture, are articulated in the Code of Conduct. The Code delineates GF employees’ rights and responsibilities regarding a wide range of topics, the overarching principles of the Corporation’s business activities (including, but not limited to, compliance, risk management, sustainability, and the avoidance of conflicts of interest), the rules for safeguarding of GF’s property and handling data and information, and how GF deals with potential Code violations.
The Code of Conduct is published in 18 languages, is binding for all GF employees worldwide, and is an integral part of each employment contract. It is supported by company policies and regulations at the corporate and local level, which provide more detailed guidance for daily operations.
The Board of Directors and the Executive Committee are GF’s highest management bodies. They attach great importance to good corporate governance. The implementation of generally accepted principles of corporate governance ensures a sufficient degree of oversight, strategic and tactical management of the Corporation and its entities, and transparent communications with stakeholders.
The Board of Directors is responsible for monitoring GF’s management, for determining its strategic direction, and for financial and accounting policies. The three Board Committees (Audit Committee, Nomination and Sustainability Committee, and Compensation Committee) do preparatory work on these topics for the Board of Directors as a whole.
The Executive Committee addresses all issues of relevance to the company, makes decisions within its purview, 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 Center and support the Board of Directors in meeting its responsibilities.1
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 sections in the Annual Report 2020.
GF is a member of industry-relevant organizations in its home base, such as Economiesuisse and Swissmem. They represent the Corporation’s interests in political and economic 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 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 including the key risks with regard to strategy, markets, operations, management, resources, financials, and sustainability. The likelihood of a risk’s occurrence is assigned to one of four categories (not likely, possible, probable, and likely). Where possible and appropriate, the risks identified are subject to a quantifiable assessment that also factors in countermeasures that have been taken. Alternatively, a qualitative risk assessment is conducted (minor, major, critical, and catastrophic). The focus in 2020 was mainly on the risks posed by the COVID-19 pandemic and on the Corporation’s systematic efforts to protect employees, maintain business continuity, and continue supplying customers. In addition, various actions were taken to safeguard GF from cyberattacks.
The Head of the Service Center Risk Management & Tax acts as the Chief Risk Officer (CRO) and, in this function, reports directly to GF’s CEO. A non-executive Risk Officer in each division supports the CRO. Led by the CRO, the Corporate Risk Council consists of the Risk Officers, the Corporate Compliance Officer (CCO), the Heads of Internal Audit, Corporate Sustainability, and Corporate Planning, as well as company experts in Corporate Risk Management. The council met twice in 2020. 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 current top risks for each unit.
In September 2020, the CRO conducted a risk management workshop with the Board of Directors at which the most significant risks were identified and compared with the Executive Committee’s risk assessment. The workshop’s findings (including the definition of top risks as well as the determination of mitigation measures) were the basis for the risk report approved by the Board in December 2020. In addition, the Executive Committee and the Board approved the Corporate Risk Council’s proposal to make certain amendments to the current reporting process. These include changing the frequency of risk reporting from twice to once a year and focusing on risk maps prepared at the levels of the Corporation, the divisions, the sales regions, and the major production plants instead of all corporate companies. This will increase the quality of risk reporting and emphasize the most important risks GF faces.
Internal Audit and the CCO monitor 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 organization.
In addition, employees are required (and business partners are encouraged) to report potential misconduct to the CCO by calling him or writing to a special compliance e-mail address, contacting the Corporate Legal Department in Schaffhausen (Switzerland), or sending the report anonymously. A corporate instruction delineates the procedure that employees follow for reporting such violations and governs the conduct of persons receiving the report. Proven misconduct is subject to appropriate sanctions. In 2021, GF will replace its current whistleblowing system with an ISO 27001-certified solution that will enable web-based submission of reports and provide comprehensive protection of the whistleblower’s identity in line with the respective EU Directive. This system will be accessible to all GF employees and to third parties.
Compliance training is carried out under the direction of the CCO at the corporate companies by means of e-learning or in person. Supported by the CCO, the Executive Committee determines the focus topics. In 2020, over 4’700 in-house compliance training sessions included:
- an e-learning program on Anticorruption/Anti-bribery
- an e-learning program on Antitrust/Competition Law
- an e-learning program on Export Controls/Sanctions
- an e-learning program on Data Privacy (including the General Data Protection Regulation, or GDPR)
- on-site training at companies in the EU, China, and the United States, and for specific employees with compliance roles.
Training is ongoing. Employees are required to participate when joining GF and then 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 them, on request, with general as well as specific legal advice and training. Only three senior managers were able to receive such training in 2020 owing to pandemic-related travel restrictions.
GF has adopted the following measures since 2015 to enhance its compliance function:
- 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.
GF recognizes that administration and payment of taxes forms an integral part of each company’s responsibility to a functioning society. GF is committed to responsible tax governance and
- following all applicable laws and regulations relating to its tax activities
- maintaining a transparent and honest relationship with the tax authorities based on collaboration and integrity
- applying diligence and care in its management of the processes and procedures by which all tax related activities are undertaken, and ensuring that the corporation’s tax governance is appropriate
- using incentives and reliefs to minimize the tax cost of conducting its business whilst ensuring that these reliefs are not used for purposes, which are knowingly contradictory to the intent of the legislation.
The GF Tax Policy is a Board directive that presents the foundation on which GF bases its tax activities, including the information on the corporation’s tax governance structure and risk management process.
GF believes human rights to be the fundamental rights, freedoms, and standards to which every human being is entitled. Respect for human rights is firmly rooted in GF’s core values. GF therefore upholds international human rights principles including the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the International Labour Organization (ILO) Conventions, and the applicable laws of the jurisdictions in which it operates.
The GF Corporate Human Rights Policy summarizes the foundation on which GF bases daily interactions with its stakeholders.
GF is committed to protecting the environment and using natural resources carefully and efficiently. To reduce its impact on the environment, GF aims to decouple its resource consumption from growth and is committed to finding opportunities to continuously improve its environmental management processes. The Corporation expects the same of its suppliers as well.
When developing its products and solutions, GF considers their environmental impact along the entire life cycle. It therefore integrates environmental aspects into business decisions starting with the R&D phase and along GF’s value chain.
The GF Corporate Environmental Policy outlines GF’s environmental management activities, whereas, the GF Corporate E-mobility Policy aims to transform the Corporation’s global vehicle fleet toward alternative drive trains.
Product and service information and labeling
GF complies with all relevant laws and regulations regarding product safety and labeling and information provided to its customers. This includes but is not limited to
- enclosing the CE and RoHS labels, when relevant2
- providing customers, where required or at their request, with information regarding conflict minerals (as defined by the Dodd Frank Act) and the presence of substances of very high concern in products (as defined by REACH).3
The divisions have dedicated working groups that address issues relating to GF products’ environmental, health, and safety standards. These groups are responsible for monitoring new regulations and trends, defining necessary company processes and ensuring they are implemented, conducting relevant training, and supporting customer inquiries.