As a premium listed company on the London Stock Exchange, we adhere to the principles and comply with the provisions of the UK Corporate Governance Code, our main applicable governance rules. We seek to apply best practice, ensuring that our approach is up-to-date and relevant.
, reproduced from our 2017 Annual Report.
, adopted at our 2017 AGM.
In addition to full Board meetings, the Directors exercise their authority through the following Committees:
This committee meets at least three times a year and has responsibility for monitoring the integrity of our financial statements. It also oversees our risk management policies and has responsibility for reviewing the effectiveness of our system of internal controls. It oversees our relationship with external auditors and reviews the effectiveness of their processes. It also reviews our internal audit function.
This committee usually meets at least twice a year and has responsibility for recommending appointments of additional or replacement members to the Board, and advising when it is time for current members to retire. It also advises on the appropriate composition of the Board, including retention of current Directors.
Health and Safety, Environmental and Communities (HSEC) Committee
(Chairman), , ,
The only committee on which an Executive Director (our CEO) sits. It is responsible for formulating and recommending to the Board our policy on health and safety, environment, security and local community issues as they affect our operations.
Glencore’s success is founded on a reputation, built over many years, as being an honest and reliable business partner. By upholding our commitment to ethical business practices, we seek to maintain this reputation and meet our long-term objectives through being regarded as a business partner of choice.
We seek to maintain a culture of ethical behaviour and compliance throughout the Group, rather than simply performing the minimum required by laws and regulations. We will not knowingly assist any third party in breaching the law, or participate in any criminal, fraudulent or corrupt practice in any country.
To support this, we have implemented a Group compliance programme that includes a range of policies, procedures, guidelines, training and monitoring. Our permanent and temporary employees, directors and officers (as well as contractors, where they are under a relevant contractual obligation) must comply with our compliance policies, procedures and guidelines that apply to their work, in addition to complying with applicable laws and regulations. When we enter into joint ventures where we are not the operator, we seek to influence our partners to adopt similar policies to ours.
Our policy framework encompasses our values, Code of Conduct and policies, procedures and guidelines on various compliance topics including anti-corruption, sanctions, anti-money laundering, the prevention of fraud, market abuse, the prevention of the facilitation of tax evasion, anti-trust, data protection and conflict of interest. This framework reflects our commitment to uphold good business practices and to meet or exceed applicable laws and external requirements. We emphasise their importance in our business activities, including recruitment, induction, supplier briefings and external engagement activities. Training and awareness on our policies, procedures and guidelines, as well as strong leadership, are critical components of our compliance programme. They ensure our employees understand the behaviour expected of them and provide guidance on how they can identify and practically approach legal and ethical dilemmas in their daily work lives.
Compliance officers are full time compliance employees who provide dedicated compliance support to the business. Compliance coordinators, guided by the Group compliance team, take on the role in addition to their primary role. They support our employees in day-to-day business considerations, particularly those seeking advice on ethical, lawful behaviour or policy implementation. The Group currently has 111 compliance officers and coordinators. Employees may access the telephone, email and postal contact details of our compliance officers and coordinators via the Group intranet, their local intranet and notice boards.
Employees can access the compliance policies, procedures and guidelines through various channels, including via the compliance team, the Group intranet or local intranet of the specific asset at which they work. Our managers and supervisors are responsible for ensuring employees understand and comply with the policies and procedures. We monitor and test their implementation on a regular basis. Employees and contractors who have access to a work computer must confirm their awareness and understanding of our compliance requirements electronically every year. Certain assets implement their own policies and procedures in addition to those of the Group. These are designed to address specific local requirements, while being consistent with our policy framework.
In accordance with our Code of Conduct, anybody working for Glencore who breaches the law, the Code of Conduct, or other policies or procedures may face disciplinary action including dismissal. In 2017, Glencore dismissed 284 employees (2016: 318 and 2015: 523) for breaching the Code of Conduct. The dismissals predominantly related to failures to follow safety instructions or policies, or misappropriation of company property.
The BEC comprises Glencore’s CEO, senior management and members of the compliance team, as well as external counsel. The BEC considers compliance issues relevant to the Group and reviews and approves our policies, procedures and guidelines. The BEC reports to the Audit Committee. The policies, procedures and guidelines approved by the BEC are implemented by our compliance team. The BEC meets two times per year and its sub-committee meets four times per year to consider in more detail matters addressed by the BEC.
Our employees receive induction sessions and ongoing training on a range of compliance issues. In 2017, 31,737 employees and contractors (2016: 29,569) completed our Code of Conduct e-learning, which includes guidance on raising concerns. In addition, 22,872 (2016: 20,119) completed e-learning training on our global anti-corruption policy, which includes guidance on giving and receiving gifts and entertainment. The target audience of the Code of Conduct e-Learning is employees with regular access to a work computer and the training on anti-corruption targets those whose function may require them to interact with third parties. For those employees who do not have regular access to a work computer, we provide training in other ways including induction sessions, pre-shift general training and toolbox talks. In addition, compliance officers and coordinators conduct face-to-face training for relevant employees to raise awareness about compliance risks related to their functions and to train them on Glencore’s compliance policies and procedures.
As part of the Group compliance programme, we conduct monitoring to test and verify compliance with the Group policies, procedures and guidelines and with the laws and regulations applicable to Glencore’s marketing and industrial activities. This entails performing periodic and ad hoc testing reviews in accordance with the corporate testing and monitoring plans, analysing documents and procedures and, in the case of findings, collaborating with the relevant marketing office or industrial operation to determine the most appropriate course of action, including any required corrective action.
Glencore’s Global Anti-Corruption Policy is available on the Group website. It contains our clear position on bribery and corruption: the offering, paying, authorising, soliciting or accepting of bribes is unacceptable. We conduct analysis for corruption risks within our businesses and seek to address these risks through policies and procedures, training and awareness raising, monitoring and controls. Glencore is a member of the Partnering Against Corruption Initiative (PACI). Members collaborate on collective action and share leading practice in organisational compliance. The initiative is based on a commitment to zero tolerance on bribery and implementation of practical and effective anticorruption programmes. We are also an associate member of the Maritime Anti-Corruption Network (MACN). The Group has also implemented the Third Party Due Diligence Procedures which seek to ensure that our third party relationships are in accordance with applicable laws and regulations and the Global Anti-Corruption Policy. The procedures set out a process whereby circumstances that may pose a corruption risk are reviewed, addressed and taken into consideration when deciding whether and on which conditions to proceed with a third party relationship, particularly intermediaries, joint-ventures and service providers on a risk basis.
Glencore is committed to respecting, upholding and complying with all sanctions applicable to our business and to all transactions in which we engage, regardless of our role or location. The applicability and scope of the applicable sanctions can differ per transaction, jurisdiction and other factors. The Glencore Global Sanctions Policy sets our approach to sanctions and how we seek to comply with applicable sanctions and appropriately manage sanctions risk. The Glencore Sanctions Procedures outline the steps and procedures we take to ensure compliance with the Global Sanctions Policy.
The Group does not tolerate tax evasion of any kind, including facilitation of tax evasion by any person employed or contracted to the Group or acting on its behalf and has procedures which seek to prevent any such facilitation.
The standards we expect of our service providers are detailed in our Code of Conduct, Global Anti-Corruption Policy and Human Rights Policy. These comply with International Council on Mining and Metals (ICMM) principles and international standards such as the United Nations Global Compact.
Performing Services on Behalf of Glencore
An individual or company that acts or performs services on behalf of Glencore must never directly or indirectly solicit, accept, offer, provide or authorise bribes of any kind or anything which may be construed as a bribe.
A typical example for such a service provider is a sales agent or representative, but advisers, lawyers, consultants, customs clearance agents, brokers and joint venture partners, for example, may also perform services on behalf of Glencore. The service providers take responsibility for knowing what the law permits regarding any benefits given or received by them. This includes whether a particular person with whom they are dealing is a government official.
Service providers acting on behalf of Glencore should always be alert in relation to potential occurrence of corruption, such as:
- use of another service provider such as subcontractor who has a close personal or professional relationship with or, in the case of a company, which is beneficially owned by, a government official
- use of another service provider such as subcontractor who was recommended by a government official
- unusual or suspicious requests such as for payments that are in cash, urgent, unusual or unexplained
- large payments for lavish entertainment or travel expenses for third parties
- lack of transparency in expenses and accounting records
- reference checks against another service provider such as subcontractor revealing a flawed background or track record
- a refusal to agree to non-corruption provisions in agreements
- requests to prepare or execute false or inaccurate documents; and
- business operations in a country or region with a history of corruption
A government official may, in return for a small payment, offer to enable or speed up a process that is his or her duty to perform such as issuing permits, licenses, or other official documents, processing governmental papers, such as visas and work orders, providing police protection, mail pick-up and delivery, providing utility services and handling cargo. Such payments are often called facilitation payments. Service providers acting on behalf of Glencore should not make facilitation payments.
Further guidance can be obtained from the Glencore Global Anti-Corruption Policy.
If one of our people encounters a situation that appears to breach our policy framework that individual must raise this promptly with his or her immediate supervisor or manager. Alternatively, the individual may raise the concern with another appropriate manager, compliance officer or coordinator, or a member of the BEC. If a concern remains unresolved through local channels, it can be referred to the Group’s Raising Concerns programme. In countries with low levels of internet access we have telephone numbers, made known to our people via notice boards. Those who call or use the online form may choose to raise their concerns anonymously. Nobody working for Glencore suffers demotion, penalty or any other disciplinary action for raising a concern in good faith. In 2017, the Raising Concerns programme received 183 (2016: 153) reports from employees, contractors or third parties regarding situations in which Group policies appeared to be breached.