Ethics and Compliance Policy of Shell & AMG Recycling BV
(Rev. March 2020a)
Shell & AMG Recycling BV (“Company”) undertakes to implement the following ethics and compliance policy:
I. A code of ethics is central to how Company conducts business. Living by them is crucial to our continued success. We are judged by how we act and how we live up to our core values of honesty, integrity and respect for people. Our Business Principles are based on these. They promote trust, openness, teamwork and professionalism, as well as pride in what we do and how we conduct business. While there are other examples which provide equivalent purposes, Company has determined and hereby adopts the Shell General Business Principles, which are found at https://www.shell.com/about‐us/our values.html. The Company has determined to be guided in implementation of our Business Principles by the Shell Code of Conduct, which is also found at the same address. The Company directs its Senior Managers appointed by the Board to serve as or appoint an Ethics and Compliance Focal Point and address any changes required to allow for the Code of Conduct to be implemented in a materially equivalent manner, where the Company is not reasonably capable of implementing it as written.
II. The guiding considerations which the Company concludes are elements of an effective Ethics and Compliance (E&C) programme are as listed below:
1. Clear standards & commitment to compliance. Directors, Senior Managers and other leadership of the Company should visibly commit to and support a culture of compliance. The Code of Conduct and Business Principles will be communicated to all persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, and including members of Company’s management committee or board of directors. Senior Managers are directed to assure consequence management is in place in the event of non‐compliance with the policy. Company directs that periodic audits of the implementation and review of effectiveness of the compliance commitment should be provided for and opportunities sought for continuous improvement.
2. Clear rules on main E&C risks including E&C risk assessments and record keeping. Company directs that its Senior Managers adopt, apply and maintain compliance rules required to supplement the Code of Conduct for relevant E&C risks. Company directs that periodic assessment of main E&C related risks take place, to identify any additional risks requiring mitigation, and implement a system for retaining documents evidencing efforts to support the compliance commitment and programme elements.
3. Responsibility for E&C programme. As noted above, Company directs that Senior Managers serve as or appoint an Ethics and Compliance Focal Point, and authorizes such persons to seek assistance from shareholder expertise, through shareholder Compliance Officers or members of Legal, Finance or HR function, where it is determined that complexity or risk requires it. Such Focal Point(s) will update the Company Board/Management Committee on status both periodically and as required.
4. Training. Company directs that regular training is conducted (by the Company or its service providers) for all applicable E&C topics, for persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, and including members of Company’s managers.
5. Helpline. As a joint venture of two publicly‐listed companies, the Company and its employees have two avenues to seek compliance‐related assistance and report concerns. Company directs that persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, and including members of Company’s management committee or board of directors, are advised of the availability and proper use of the Shell Global Helpline, and the AMG Speak Up and Reporting Policy. The Shell Global Helpline, as well as the AMG Compliance Team enables such staff and others to raise concerns or dilemmas, or to seek advice on a matter related to compliance with the law and our Business Principles and Code of Conduct, in full confidence and without fear of retaliation. Both the Global Helpline and the AMG Speak Up & reporting Policy are for the described staff and for third parties with whom Company has a business relationship (such as customers, suppliers, agents) if they observe wrongdoing by Company or its staff. Information on the Global Helpline is found at https://www.shell.com/about‐us/our‐values/shell‐global‐helpline.html. The AMG Compliance Team can be contacted via email at compliance@amg‐nv.com. Complaints, including all relevant details, received through the Global Helpline or the AMG Speak UP & Reporting Policy will be reported without delay to the Ethics and Compliance Focal Point appointed by the Company.
III. Anti‐Bribery & Corruption standards as listed below:
1. Financial Controls. Company is separately adopting Treasury Standards and in support of this Company directs that its Senior Managers or delegees maintain accurate entries of all transactions that properly reflect the nature of all payments, and have a system of internal controls that is reasonably capable of preventing and detecting bribes and kickbacks.
2. Procedures and due diligence. Company establishes that these described policies are to support to that Company complies with all ABC laws and regulations applicable to Company and each of the Company’s shareholders, and that corrupt payments are not made directly by Company or indirectly on the Company’s behalf.
3. Offering or receiving Gifts and Hospitality. Company establishes that the Code of Conduct policies and value limits are adopted for what are acceptable gifts and hospitality (“G&H”) which may be offered or accepted. Company directs that Senior Managers establish a means to provide for registration and approval, which may include a dedicated email address, spreadsheet or other effective, materially equivalent and practical means.
4. Conflicts of Interest. Company establishes that Senior Managers will record any actual, potential or perceived Conflict of Interest and any mitigations or actions required in response to any potential conflicts of interest. Senior Managers are directed to establish a means to provide for registration and recording to mitigations and actions, which may include a dedicated email address, spreadsheet or other effective, materially equivalent and practical means.
5. Facilitation payments. Company adopts and directs that facilitation payments, as defined in the Code of Conduct, must not be made, and directs that Senior Managers assure this is communicated to all persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, and including members of Company’s management committee or board of directors, and that this policy is understood.
6. Due Diligence Pertaining to Third Parties. Company adopts and directs that Senior Managers will adopt risk‐based due diligence procedures to ensure that the integrity of third parties is assessed and, if necessary, risk associated with dealings with Third Parties are mitigated. The Due Diligence should confirm:
- Third Party has processes in place to comply with applicable ABC laws and regulations and complies with internationally accepted standards.
- Key individuals providing services to Company are not on international sanctions lists.
- Politically exposed individuals that are engaged in the business are identified and their suitability assessed.
Politically exposed individuals that are engaged in the business are identified and their suitability assessed.
7. Trade Controls Compliance.
- Company directs that Senior Managers adopt mandatory Third Party contract clauses that include termination rights, audit rights and compliance with anti‐bribery laws.
- Company directs that contracts with Third Parties with ownership or domicile in High Risk Countries (as identified by Shell from time to time) are not entered into without legal advice, termination rights in the event performance is prevented by Trade Controls Laws, adoption of mandatory Trade Control clauses and disclosure to and approval of the Directors.
- Company directs that Senior Managers will identify Government Officials (GO) and ensure their relationship with the business is appropriately managed, including recording of their status in records pertaining to G&H, Conflicts of Interest and similar.
8. Social Investments, Donations, Sponsorships. Company adopts and directs that Senior Managers and their delegees establish that the proposed recipient of social investments, donations, sponsorships is a legitimate organisation and identify whether a Government Official (GO) is involved. Company establishes that the Code of Conduct policies and value limits are adopted for social investments, donations, sponsorships is a legitimate organization and that Directors approval is required over the established limit.
9. Political payments. Company adopts processes consistent with Shell’s SGBP expectations in relation to political payments and directs that such processes are understood and followed by all persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, including members of Company’s management committee or board of directors, that this policy is understood.
10. Recruitment. The Company adopts and directs that Senior Managers or delegees should determine whether a candidate for a role with or for Company is a GO, former GO, or related to a GO and, if so, ensure that the recruitment outcome is not influenced.
11. New Business Development, including JV set‐up. Company adopts that where it will establish a business controlled by the Company, that these policies will be imposed on the business, or if the business is not controlled by the Company, acceptable standards are requested to be adopted similar to the standards determined in this policy.
12. Antitrust Compliance. Company adopts that Senior Managers formulate policies where all persons seconded, providing services or representing the Company, including any subsequently created affiliated companies, including members of Company’s management committee or board of directors manage competitively sensitive information (including interactions/interfaces between the Company and the Company’s owners) properly. Such policy should include that such information is not and is not perceived to be exchanged between competitors. Senior 4 managers are directed to receive advice on establishing such anti‐trust compliance through expertise available through the shareholders, or a materially equivalent and practical means