Good governance

With this understanding, GF works diligently to meet the expectations of its stakeholders, who have identified “business ethics and compliance” as a highly material topic for GF. Further information can be found in GF’s latest materiality assessment.

GF’s Strategy 2025 and way of conducting business 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 company, its customers and the environment.

These values have been translated into a set of standards for ethical conduct and integrity. These standards, which underpin 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 GF 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.

Published in 18 languages, the Code of Conduct is binding for all GF employees worldwide and forms an integral part of each employment contract. It is supported by company policies and regulations at the corporate and local levels, 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 company and its entities, as well as 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, the Head of Corporate Development and the Head of Corporate Finance & Controlling make up the Corporate Center and support the Board of Directors in meeting its responsibilities.³ For the roll-out of the Sustainability Framework 2025, GF established a Corporate Sustainability Council (CSC) at the Executive Committee level in 2021. The CSC coordinates and steers all sustainability-related activities and advises the Executive Committee. In addition, GF strengthened the divisional sustainability teams in 2021 by establishing several new positions, such as that of the Sustainability Business Development Manager.

In the interests of its stakeholders, Georg Fischer Ltd, the Holding Company of the GF Corporation, which is organized in accordance with Swiss law, fulfils all obligations under the guidelines of SIX Swiss Exchange with regard to information on corporate governance.

GF is a member of industry-relevant organizations in its home base, such as economiesuisse and Swissmem. They represent the company’s interests in political and economic matters. Annual membership fees in these organizations amount to less than CHF 100’000. In the year under review, no contributions were made to any political parties or individual politicians.

The Board of Directors and the Executive Committee attach great importance to the thorough handling of risks in the areas of strategy, finance, markets, management and resources, operations, and sustainability. 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. The CRO is supported in this task by a Risk Officer from each of the three divisions. Supplemented by internal risk management experts, the risk officers under the leadership of the CRO constitute the Corporate Risk Council that met once during the year under review.

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, discuss measures to mitigate the risks, and define the actual top risks of each unit. The results of these discussions were presented to the Board of Directors during its risk management workshop in November 2021. The purpose of this workshop was also to define the main risks to the GF Corporation from the perspective of the Board of Directors and to compare these with the risk assessment of the Members of the Executive Committee. The outcome of this workshop and the measures adopted to reduce or control the risks were summarized in the Risk Report 2021, which was approved by the Board of Directors in December 2021.

More generally, the Board decided to extend the Audit Committee Charter to overall risk management in order to deepen this topic at the Board level. The handling of financial and operational risks is explained in the notes to the consolidated financial statements in note 3.6 Risk management of the GF Annual Report.

Internal Audit and the Chief Compliance Officer (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 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 replaced its existing whistleblowing system with an ISO 27001-certified solution. With the new GF Transparency Line, GF implemented an EU directive for the increased protection of whistleblowers seeking to draw attention to actual or possible wrongdoing in the company (e.g., fraud, theft, sexual harassment, discrimination or disregard for security regulations). All of the Transparency Line’s data and processes run outside of GF’s IT infrastructure to ensure they are not accessible by GF. Therefore, via this channel, users can submit issues securely and, if desired, anonymously. Available in nine languages, the GF Transparency Line is accessible to all GF employees and 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 2021, over 5’600 in-house compliance training sessions included an e-learning program on:

There was also 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 undergo training upon joining GF and again every three years afterwards. In addition, the Legal department offers one-on-one meetings to senior managers visiting Schaffhausen from other locations to provide them, on request, with general as well as specific legal advice and training. In 2021, due to pandemic-related travel restrictions only two senior managers were able to receive such training.

GF has implemented the following measures to enhance its compliance function:

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

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’s Executive Committee and Audit Committee discuss and assess the company’s tax position and tax development at least once a year and present the results to the Board of Directors. This process ensures that all tax activities are planned and executed in line with the GF Tax Policy.

GF’s tax results and disclosures are part of the annual half-year and year-end results and are audited semi-annually by an external auditor.

The company also carries out annual tax surveys across all group companies to ensure compliance with the GF Tax Policy and detect any adverse conduct. In these surveys, any tax risks and uncertain tax positions must be disclosed. The results are assessed centrally, and, if necessary, the company takes appropriate measures in accordance with the GF Tax Policy.

In addition, GF also engages with its stakeholders on tax-related issues. For example, the company participates in various organizations involved with tax policies and international tax developments, such as its membership and participation in the SwissHoldings association. This activity promotes exchanges with other groups and tax authorities and ensures that GF recognizes any relevant changes within the tax environment and implements them accordingly. By doing so, the Corporation maintains strict compliance with the GF Tax Policy, is transparent and open in its decisions, governance and tax planning and follows all applicable laws and regulations.

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. The company therefore upholds international human rights principles including the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) Conventions, and the applicable laws of the jurisdictions in which it operates.

GF’s Corporate Human Rights Policy is the foundation on which GF bases its actions and outlines processes to avoid any potential human rights issues associated with its supply chain or products.

To underscore its commitment to responsible business conduct and respect for human rights, GF has been a signatory of the UN Global Compact (UNGC), the world’s largest sustainability network for companies and organizations, since 2015. Its commitment to the UN Global Compact’s 10 principles for human rights, labor, the environment, and anti-corruption is reaffirmed on an annual basis through the “Communication on Progress” report. In addition, the guidelines for multinational companies issued by the Organization for Economic Cooperation and Development (OECD) as well as the agreements of the International Labor Organization (ILO) form the basis for GF’s understanding of corporate responsibility.

To date, GF has already implemented various Corporate Instructions, which outline the management of IT security and data privacy. The first step in defending GF from a cybersecurity attack is to ensure that its employees are aware of the dangers of such an attack and know how to deal with fraudulent emails or phishing attacks. To avoid such risks, GF launched a state-of-the-art cybersecurity awareness training in 2021 for all employees with e-mail addresses.

GF established a centralized Chief Information Officer (CIO) organization, which includes a specialized IT security team headed by a Chief Information Security Officer (CISO). The latter is responsible for ensuring adequate security standards and measures to avoid or mitigate cyber threats globally across all IT platforms. The CIO reports directly to the Head Corporate Strategy, M&A and IT. Similarly, GF appointed a Data Protection Officer (DPO) reporting to the Chief Compliance Officer and responsible for all data privacy related topics.

GF has also developed a digital responsibility policy that will be published in 2022. The digital responsibility policy will be the foundation on which the Corporation will base its digitalization efforts. The policy will apply to all companies in the GF group. GF complies with legal requirements in the jurisdictions where it operates in addition to Corporation-specific regulations, standards, GF’s Code of Conduct and the Code for Business Partners. This policy will aim to incorporate not only governance, transparency and data protection issues, but also include topics related to artificial intelligence (AI), sensitive activities, as well as the social and environmental impacts of digitalization. At present, GF does not yet apply AI related systems and processes. Once it does implement AI, the focus would be to improve process quality and the working environment of employees.

The GF Corporate Environmental Policy outlines GF’s environmental management activities, whereas the GF Corporate E-mobility Policy aims to transform the company’s global vehicle fleet toward alternative drive trains.

GF is not aware of any material fines or non-monetary sanctions with environmental laws and regulations that took place during the reporting period. GF can confirm that no fines or non-monetary sanctions related thereto were imposed on it in 2021.

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.

GF complies with all relevant laws and regulations regarding product safety, labeling and information provided to its customers. This includes but is not limited to:

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.