Compliance - Top priority at Brenntag

At the head of Brenntag’s compliance organization is the Board of Management and, within this body, its chairman. The Governance, Risk & Compliance (GRC) manager in Brenntag AG’s Corporate Internal Audit department regularly reports to the Board of Management on compliance issues. The regular meetings of theSupervisory Board’s Audit Committee also include reporting on compliance and whistle-blowing as well as on the ongoing development of the Groupwide compliance management system. The GRC manager is supported by the Compliance Committee as an internal advisory body. This committee includes representatives from the areas of Legal, Audit, Accounting & Tax, Controlling, Finance & Investor Relations, Communications, Risk Management, Information Security, HSE as well as Human Resources. Issues and measures aimed at observing human rights and fighting corruption are also on its agenda.

At a regional level, the Regional Executive Management is responsiblefor the issue of compliance. Regional compliance managers have been appointed here. They receive, assess and report any compliance issues and/or questions referred to them, coordinate the compliance management system at a regional level and regularly pass on information and experience through dialogue with Brenntag AG’s GRC manager. This ensures that our compliance management is closely interlinked with our business activities at regional level.

The risk inventories performed every six months by our Group companies are an important instrument for global risk management within the risk management system.They involve enquiring about existing risks and assessing these in terms of their probability of occurrence and their potential damage. First, the gross risk is examined. This is the maximum damage if no counteraction is taken. If a risk can be reliably counteracted by effective action, these measures are shown in risk profiles and assessed with regard to their effectiveness. The residual risk (net risk) is the gross risk less the effect of measures taken to reduce the risk. The risk assessment includes risks and opportunities with a sustainability dimension, such as environmental risks, employee fluctuation or risks in the area of law/compliance. In 2018,we added further sustainability-related aspects to the Group risk management system concerning environmental and employee matters, human rights, and anti-corruption and bribery matters and the associated risks.

With regard to the non-financial aspects of the German CSR Directive Implementation Act (CSR-RUG), a net assessment of the risks did not identify any material risks which are associated with our business activities or our business relationships, products and services and which are very likely to have serious negative effects now or in the future.

Preventing corruption is an essential element of Brenntag’s compliance management system. Group-wide requirements relating to anti-corruptionare specified in codes and guidelines. They apply to all employees equally and compliance with them is monitored. If our employees fail to comply with these requirements, this could have reputational and financial risks for Brenntag. Employee misconduct is not tolerated by Brenntag (zero-tolerance policy) and can lead to corresponding disciplinary measures or have consequences under labour law.

In addition to the Code of Business Conduct and Ethics, there is a worldwide anti-corruption guideline for the Brenntag Group which specifies what type of conduct is expected of all employees in relation to anti-corruption and which provides guidance on how employees should behave in critical situations so that their conduct is compliant and risks are avoided.

The internal control guideline contains further requirements and measures to counteract corruption, such as ensuring the separation of functions, complying with the double-check principle and adhering to the requirement to obtain comparative bids from suppliers and service providers.

Internal audits are regularly conducted at our Group companies to ensure compliance with these guidelines. Further elements of the compliance management system relating to the prevention of corruption at Brenntag are target-group-oriented training courses for employees, which are essentially rolled out via our e-learning systems, and a whistle-blowing system, which can be used to provide anonymous information. In 2018, no cases of corruption at Brenntag were reported.

Observing human rights is one of Brenntag’s top principles and is regarded as an essential element of its general compliance management system. Through its voluntary commitment to the principles of the UN Global Compact, Brenntag seeks to lend further weight to its position here. The Brenntag Code of Business Conduct and Ethics stipulates that our company and employees must avoid violations of human rights in any form. We oppose all forms of forced labour or child labour, advocate equal opportunities and fair work conditions, and reject discrimination of any kind.

Violations of human rights can be reported internally via our compliance organization and anonymously via our whistle-blowing system. If any suspected violations of human rights are confirmed, they are strenuously pursued and sanctions are incurred. In 2018, no violations of human rights within the corporate group were reported.

For several years, Brenntag has voluntarily undergone a regular sustainability assessment by the international rating agency EcoVadis. In November 2018, the Brenntag Group achieved a score of 68 points, thereby confirming its gold status that it achieved in 2016. EcoVadis evaluates the sustainability performance of companies in terms of four categories: environment, labour practices, fair business practices and sustainable procurement. The review of aspects in the area of human rights is an essential element of this external assessment of Brenntag.

Brenntag believes that the biggest risk of potential violations of human rights is in our supply chain. Within the framework of our membership of the industry’s “Together for Sustainability” initiative, we request that our suppliers undergo Eco-Vadis sustainability assessments which also include a review of compliance with human rights. Brenntag’s Supplier Code of Conduct explicitly requests that our suppliers support the observance of international human rights and that they avoid violations of human rights. Furthermore, there are additional supplier assessments and audits based on standardized questionnaires that also deal with the observance of human rights.

A working group was formed in 2017 to concentrate on the issue of human rights in our company and our supply chain. In 2018, the focus was on pinpointing where human rights issues affect our company and identifying approaches for a detailed analysis of potential dangers.

Alongside organic growth, acquisitions are the second pillar of Brenntag’s long-term growth strategy. Every acquisition undergoes a thorough and comprehensive due diligence process. We hold a large number of face-to-face meetings and make many on-site visits in order to understand, analyze and assess the history, the current situation and the potential of the target business. Another element is an extensive analysis which covers, besides commercial issues such as the company’s structure and financing, tax and insurance arrangements, legal affairs and its information technology system, also the fields of HSE, corporate governance/compliance and human resources.

Alongside established processes in the area of environmental protection, the target company is also required to regularly disclose any contamination that may have occurred on its sites and any remediation measures implemented in response. In the area of occupational safety, topics such as on-site safety measures and employees’ personal safety equipment, among others, must be outlined. The company is likewise obliged to disclose its corporate governance structure and its compliance requirements. In the area of human resources, topics such as agreements on social benefits, retirement provision and company pension schemes as well as collective bargaining agreements must be covered.

In the event of the due diligence process revealing any shortcomings or if key issues remain unresolved, Brenntag will generally ask the target to permit a more in-depth review. We will then decide on a case-by-case basis how to proceed in case of insufficient clarification or even whether to terminate the negotiations outright.

Acquisitions are integrated into the Brenntag Group by way of a structured process which may unfold over a period of several years, depending on Brenntag’s strategy for the company, its size and the complexity of the business. If any discrepancies are identified in relation to Brenntag standards – e.g. in terms of the issues of safety, environmental protection, human resources and compliance – a key integration objective is their rapid elimination.