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CODE OF CONDUCT

The ENVEA (“ENVEA” or the “Group”) Code of Conduct (“Code”) provides guidance for doing business and managing our operations in a way that supports our values, commitment to business integrity and compliance with legal requirements. The Code is adopted by each business unit and applies to and binds to the Board of Directors and all ENVEA employees, including contract, agency, or temporary workers. Consultants who are our agents or working on our behalf, or in our name, are also required to act consistently with the Code. We will take all reasonable steps to ensure all business partners, including joint venture partners, suppliers, agents and advisors to act in a manner that is consistent with the spirit of this Code in their dealings with and on behalf of ENVEA.

This Code replaces all earlier versions of codes of conduct or similar documents issued by the Group or Group companies.

In addition to this Code, all employees are required to read, be familiar, and comply with the Group-wide ENVEA Code of Ethics, which defines our core principles for doing business and to operate in an ethical way.

At a minimum, all ENVEA personnel are expected to:

  • Act in a manner that is safe, ethical and consistent with our values and applicable laws and regulations.
  • Ask questions if you are unsure of your responsibilities or the correct course of action to take.
  • Are encouraged to report any concerns or possible breaches of the Code.
  • Cooperate fully in any internal or external investigation, if requested to do so.
  • Attend training as required by your job function

Employees who are responsible for the management of others are required to act as positive role models and support team members and application of the Code by:

  • Ensuring they receive new employee induction training.
  • Creating an environment that is respectful and inclusive.
  • Encouraging team members to speak up and listen and respond to concerns when they are raised.
  • Ensure that no one experiences retaliation for speaking up or co-operating in an investigation in good faith.
  • Supervising staff and monitoring business activities.
  • Appropriately reporting and investigating any potential breaches of the Code.

Questions on the Code should be referred to your manager, Human Resources (or equivalent in your Business Unit), or Member of the CSR Team or a member of the Executive Board.

Failure to comply with the Code may lead to disciplinary action up to and including dismissal or termination of contracts in the case of contract staff or business partners. ENVEA will cooperate fully with law enforcement or regulators if required.

  1. People and Safety

    ENVEA has a policy of do no harm, to our people, the environment and the communities where we operate. Our activities are managed to protect the health, safety and security of everyone involved in our activities.

    We strive to treat everyone with fairness, respect and dignity and we have zero tolerance for any form of discrimination, abuse, violence, bullying or harassment. Decisions related to recruitment, development and promotion are based upon aptitude and ability only. Decisions must not be influenced by factors such as age, gender, sexual orientation, marital status, race, color, ethnic origin, religion, or belief, disability or political views.

    ENVEA respects the privacy of its staff and will only take an interest in what employees do outside of work if it affects the Group’s reputation or legitimate business interests. We only use personal information to the extent needed for Human Resources (or equivalent in your Business Unit) purposes and in any event in compliance with applicable laws.

  2. Business Integrity & Legal Compliance

    ENVEA is committed to complying with all applicable local, regional, national and international legal requirements including the Sapin II law, the UK Bribery Act (2010), the US Foreign Corrupt Practices Act (FCPA), and any other applicable laws.
    Where differences exist between the standard of the law or regulations and requirements of the Code, the most restricted standard shall be applied. Where laws conflict or you are unsure of the correct action to take, you must consult with Member of the CSR Team or other member of the executive team. All staff should be familiar with the contents of the Anti-Corruption Policy and aware that you may be liable to appropriate and proportionate disciplinary action, dismissal, legal proceedings and possible imprisonment if you are involved in bribery and corruption.

    1. Anti-Corruption, Government Officials, and Gifts & Hospitality

    We do not tolerate bribery, corruption and influence peddling in any form within our business. Bribery occurs when you, directly or indirectly, offer, pay, seek or accept a gift or favour to influence a business outcome improperly. To mitigate risk, Group Personnel must comply with the Anti-Corruption Policy

  3. Avoiding Conflicts of Interest

    ENVEA expects its staff to avoid situations that could lead to conflicts between an individual’s interests and those of ENVEA.

    Any employee who considers that he or she may be in a situation with a potential conflict of interest should inform his or her line manager (unless that manager is also involved in the conflict of interest, in which case it should be reported to a more senior manager). Conflicts of interest should be appropriately recorded.

    1. Competition and Anti-Trust
      ENVEA operates fairly and honestly and only acquires information about our competitors by legal and ethical means. Our staff and representatives must not engage in any form of agreement or understanding with competitors to fix prices, rig bids, allocate customers and/or restrict supply. If your role involves dealings with competitors, you must ensure that you are fully briefed on the implications of the competition law.
    2. Donations and Contributions
      In general, ENVEA does not make political donations, but from time to time, may make charitable or social contributions. Any such contribution by ENVEA or on the Group’s behalf must be pre-approved in writing by Member of the CSR Team or another member of the executive team and made in a manner consistent with the Anti-Corruption Policy.
    3. Business Partners
      Our suppliers and business partners are essential to our ability to do business. We expect them all to share our commitments to safety, ethics and compliance. Staff members responsible for hiring or engaging third party business partners must be familiar with and comply with the ENVEA Third Party Due Diligence Policy. Staff members who are directly responsible for the management of contracts with third parties or regularly engage with business partners must ensure the Code and other relevant standards are communicated, appropriate due diligence is completed, third parties are actively monitored, and any indications of noncompliance are reported.
  4. Environmental Commitment

    ENVEA promotes environmental stewardship and human well-being in all aspects of its operations. All staff have a general duty to preserve and protect the environment, and to proactively demonstrate a commitment to environmental stewardship and sustainable development. We strive to improve our environmental performance, develop environmental objectives to minimize environmental impacts, and comply with all environmental, health, and safety laws, regulations, and other requirements. ENVEA aims to equip all personnel with the knowledge and tools needed to meet the goals of this policy and to actively participate in efforts to prevent negative environmental impacts.

  5. Safeguarding Information and Assets

    Intellectual, physical and financial corporate assets are valuable and must be managed properly and protected appropriately. All books, records and accounts must reflect all transactions in connection with our business accurately. Information relating to ENVEA’s operations must be kept secure, using systems established for that purpose. Information should only be disclosed or exchanged with authorized persons or entities, subject to the requirements of legislation.

    Personal data and intellectual property must be safeguarded and communications facilities must be used responsibly. Personal data is subject to legal safeguards specified in applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”). Staff should take care of equipment provided to them and should also keep safe passwords and any other electronic security measures. ENVEA reserves the right to monitor the use of electronic communications and to take action in the event of misuse.

    You may not divulge or discuss confidential information or other information relating to the ENVEA’s operations which could lead to a violation of confidentiality agreements or contractual obligations. Only authorized Group spokespersons are permitted to make any public communication regarding ENVEA or its business to the media or analysts. If you are approached or contacted with a request for information, then you should refer it to Member of the CSR Team or other member of the executive team.

  6. Compliance Procedures and Training

    All Group Personnel shall receive and review a copy of the Code of Conduct. ENVEA will provide periodic training programs or modules to educate Group Personnel about the requirements and obligations of the Code of Conduct and other Group policies. Group Personnel must participate in this training when required and the Designated Officer will retain attendance and/or completion records establishing compliance with this requirement.

  7. Manager’s Responsibilities

    Every manager has a responsibility to ensure compliance with the Code of Conduct and other Group standards and procedures and to report potential violations of the Code and results of subsequent investigations to the Designated Officer and the Executive Board. External, independent reviews will be carried out to periodically provide additional assurance.

    Additionally, Group Personnel must report misconduct or suspicion of misconduct. Guidance on reporting misconduct is provided in the ENVEA Speak Up Policy.

  8. Dealing with Violations of the Code

    In the event that violations of this Code are suspected and/or proven, action will be taken. If there is reason to suspect non-compliance, then an investigation will be undertaken to determine if a violation has occurred. In the event that a violation has occurred, action will be taken to address any resultant harm, fulfil any obligations to report to regulatory agencies and to identify the root cause and implement measures to prevent further violations.

    Please bear in mind that some violations may be criminal in nature and punishable by fine or imprisonment. Violations can jeopardize our relationships with our customers and suppliers, and could result in loss of the privilege to do business in the countries where we operate. If you authorize, direct, cover-up or in any way participate in any such violations, you will be subject to appropriate and proportionate disciplinary action, which may include dismissal or termination, reimbursement to ENVEA for any losses or damages resulting from the violation, and civil and/or criminal liability. Furthermore, ENVEA may, as appropriate, implement system-wide changes and/or notify the relevant governmental office or agency.

Location

Responsibility

Designated Officer

Code of Ethics

Sec. IV

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Code of Conduct

Sec. IV(F)

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Sec. IV(G)

Receive reports of potential violations of the Code of Conduct and results of investigations

BU General Manager / CSR Team

Anti-Corruption Policy

Sec. I

Receive questions concerning the requirements of the Anti-Corruption Policy

CEO

Sec. II(A)

Receive reports from personnel confronted with a request or demand for an improper payment or other violation of the Anti-Corruption Policy

CEO

Sec. II(A)

Receive reports from personnel who know or believe an improper payment has been or will be made

CEO

Sec. II(C)

Receive reports of requests for facilitation payments or instances where a payment must be made due to an imminent threat to health, safety, or security

CEO

Sec. III(C)

Receive notice of any candidate for internship or employment, who is interviewed within the ordinary course of filling a position, and who is related to a Government Official or ENVEA business partner

BU General Manager

Sec. III(C)

Approve candidate for internship or employment, who is interviewed outside the ordinary course of filling a position, and who is related to a Government Official or ENVEA business partner

CEO

Sec. III(D)

Pre-approve charitable and social contributions

BU General Manager

Sec. III(D)

Receive notice if a Government Official solicits a political or charitable contribution in connection with any government action related to ENVEA or its affiliates

BU General Manager

Sec. IV(A)

Receive reports from Group Personnel who have reason to suspect that a third party is engaging in potentially improper conduct

BU General Manager

Sec. V

Responsibility for oversight and enforcement of the Anti-Corruption Policy

CEO

Sec. VI

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Appendix A

Approve all gifts, meals, entertainment, and travel support that does not meet the requirements of Appendix A: Gifts, Meals, Entertainment, & Travel Support Approval Requirements

BU General Manager

Appendix A

Approve per diem allowances for external parties

BU General Manager

Appendix A, FN 3

Receive reports of meals or entertainment that unexpectedly exceed the applicable limits set forth in Appendix B: Country-Specific Gifts & Meal Limits Per Head

BU General Manager

Appendix C – Example Scenarios

Receive reports concerning potential violations of anti-corruption laws and/or ENVEA Policies

CEO

Third-Party Due Diligence Policy

Page 1

Coordinate with employees seeking to enter into agreement with Third Party Intermediary to ensure steps are completed as required by Compliance Due Diligence Checklist

BU Sales Manager and/or BU Purchasing Manager

Page 1

Confirm that Compliance Due Diligence Checklists has been followed and such steps were conducted both properly and sufficiently with respect to prospective Third-Party Intermediaries

BU Sales Manager and/or BU Purchasing Manager

Page 2

Approve any relationships with Third Party Intermediary

Chief Revenue Officer

Page 2

Receive due diligence documentation in connection with Third-Party Intermediaries

BU Sales Manager and/or BU Purchasing Manager

Page 2

Retain stand-alone due diligence files for each Third-Party Intermediary, containing, at a minimum, copies of the Due Diligence Questionnaires and contracts up to ten years after the end of the relationship

BU Sales Manager and/or BU Purchasing Manager

Page 2

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Appendix A –

Part 1

Modify the risk classification for the diligence process of any Third-Party Intermediary

Chief Revenue Officer

Appendix A –

Part 2

Evaluate risk factors associated with prospective Third-Party Intermediary to determine whether reputational due diligence/background checks are warranted. If so, retain a reputational due diligence vendor

BU Sales Manager and/or BU Purchasing Manager

Appendix A –

Part 3

Receive reports of, and subsequently review, any “hits” of Third-Party Intermediaries found on sanctions lists

CEO

Appendix A –

Part 5

Discuss with Group Personnel any potential concern in connection with responses to a Third-Party Due Diligence Questionnaire

Chief Revenue Officer

Appendix A –

Part 8

Approve any modifications to standard Compliance Documentary Protections for Third-Party Agreements

CEO

Appendix A –

Part 10

Approve engagement of Third-Party Intermediary after receiving and reviewing Compliance Due Diligence Checklist and corresponding documentation

BU Sales Manager and/or BU Purchasing Manager

Trade Compliance Policy

Sec. II

Receive questions concerning the requirements of the Trade Compliance Policy

CEO

Sec. II(A)

Approve any engagements with an Embargoed Country

CEO

Sec. II(B)

Approve any engagements with a High-Risk Country

CEO

Sec. II(C)

Approve any engagements with Blocked Persons

CEO

Sec. II(C)

Review and approve any hits resulting from restricted party screening of suppliers, service providers, and third-party intermediaries

BU Sales Manager and/or BU Purchasing Manager

Sec. II(D)

Receive notice and act as point of contact for further guidance should any transaction or activity appear suspicious

Chief Revenue Officer

Sec. II(E)

Receive notice from Group Personnel of, and review and approve, any proposed transaction, dealing, or course of conduct that could place ENVEA in conflict with either the Blocking Statute or extra-territorial U.S. sanctions on Cuba or Iran

Chief Revenue Officer

Sec. III

Receive notice from Group Personnel of, and review and approve, any proposed dealing with third parties that may involve items or technology controlled under applicable
export controls

BU General Manager

Sec. IV

Approve any deviations from standard template third party contractual and purchase order provisions, including the removal of Russia, Myanmar, Venezuela, and/or Belarus from the standard purchase order language

CEO

Sec. V

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Sec. VI

Receive questions concerning the requirements of the Trade Compliance Policy

CEO

Speak Up Policy

Sec. III(A)

Receive reports from Group Personnel who are unable or feel uncomfortable raising a concern through other channels

BU General Manager / CSR Team

Sec. IV(B)

Conduct any investigations and coordinate with Executive Board or Board of Directors to identify the appropriate internal or external party to lead an investigation

BU General Manager and/or BU Human Resources

Sec. V

Receive reports from Group Personnel who are unable or feel uncomfortable raising a concern through other channels

BU General Manager / CSR Team

Sec. VI

Retain training attendance and/or completion records to establish compliance with training requirement

BU General Manager and/or BU Human Resources

Sec. VII

Receive questions concerning the requirements of the Speak Up Policy and procedure

BU General Manager and/or BU Human Resources

Quality
Code of Ethics
Health & Safety
Code of Conduct
Environment
Speak up policy
QHSE Policy
Anti-corruption Policy
QHSE Certificates
Third Party Due Diligence Policy
Biodiversity
Economic & Trade Sanctions Policy