An ethical company with sound governance

Bribery and corruption:

Devro’s policy is to conduct all of our business in an honest and ethical manner. We take a zero tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate, and implementing and enforcing effective systems to maintain this policy.

By the end of 2015, 261 of our people had completed a comprehensive training course on bribery and corruption. This training is reinforced by face-to-face training where appropriate. Key employees of a business partner in China were all required to complete the training and employees of contractors may also be required to complete the training course, in circumstances where we have identified a potential risk.

Every year the main Board reviews the risks associated with bribery and corruption to ensure that our procedures remain appropriate and effective. The Board also reviews and approves an annual Global Business Conduct Statement which stresses the company’s commitment to trade in an ethical manner. This statement is then disseminated to all employees throughout the Group at the beginning of the year.

No Devro Group company has been prosecuted for any offence involving bribery or corruption and no staff have been disciplined for non-compliance with our Business Conduct Policy.

Whistleblowing:

In 2013, a new multi-language, externally-hosted whistleblowing system was introduced and publicised to all our people in all our locations. This is primarily designed to offer employees a confidential way of raising issues which they do not feel confident to pursue through the usual channels, but third-party stakeholders are also welcome to use it. A Board approved procedure for handling any issue raised through the hotline is in place.

Business conduct:

Devro’s policy on Business Conduct, accessed via this link, sets out what clearly what we expect from our people. All employees and business partners are expected to comply with every aspect of it. At the end of the year, each of our senior people must sign a certificate confirming full compliance throughout the year. In 2015, 270 people affirmed compliance, and we had no instances of non-compliance.

Tax Transparency:

The company complies with both the spirit and the letter of all relevant tax laws and regulations in the countries where it operates, and is committed to a transparent and open approach to reporting on this topic. Our policy is to file all tax returns on time, and to pay tax as it falls due. Devro does not undertake any aggressive or unreasonable tax planning schemes for the purpose of tax avoidance, and broadly aims to align tax payments to revenue generation.  The company’s approach is to develop open and straightforward relationships with the tax authorities in the jurisdictions in which it trades.
Tax is a regular agenda item for the Audit Committee, which meets four times a year, and reports to the main Board.

Corporate Governance:

Devro is proud of its track record on Corporate Governance, and a full report, approved by the Board, is published each year in our Annual Report. Follow this link to the 2015 report.

Risk:

The Company’s risk management processes are fully described in the Corporate Governance Report and the table of principal risks in the 2015 Annual Report, accessed via this link.

An on-going process is in place to identify, evaluate and manage the significant risks the group faces, which accords with the Turnbull Guidance and the 2014 edition of the UK Corporate Governance Code. A Risk Committee was formed in 2010, chaired by the Group Company Secretary and comprising the Executive Directors and other members of the Executive Management Team.

This Committee meets four times a year and is charged with reviewing risk throughout the group and reporting thereon to the Board. As part of the process, risk assessment procedures are applied across the group.

Each operating company in the group prepares a risk assessment for its business. This involves preparing a report identifying the relevant risks to both current operations and future strategy, the process for managing and mitigating these risks and the means by which management might be assured that the processes are effective. A similar exercise is also conducted at group level, taking account of any significant risks identified by each of the individual operating companies. The risk assessment reports are collated and considered by the Risk Committee, and then the Audit Committee, before being reviewed and finalised by the Board.

The Board and the Risk Committee also agree a number of key risks for in-depth review by the Committee in the course of the following year. The system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives.

Business Continuity testing takes place throughout the Group on an on-going basis, with various scenarios covering hypothetical catastrophic events.