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- info@glutointernational.com
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MANAGEMENT
Implementing efficient and transparent corporate governance practices to ensure organizational effectiveness.
Management
Implementing efficient and transparent corporate governance practices to ensure organizational effectiveness.
Corperate Governance and Management
The two-tier management structure of Gluto, which effectively and transparently separates company management and supervision between Gluto’s International Board of Executive Directors and the Supervisory Board, the equal representation of employee and shareholder representatives on the Supervisory Board, and the shareholders’ rights to coadministration and supervision at the Annual Shareholders’ Meeting are the cornerstones of the company’s international corporate governance system.
Direction and management by the Board of Executive Directors
The Board of Executive Directors is responsible for the management of the company and represents Gluto International in business undertakings with third parties. Gluto International Board of Executive Directors is strictly separated from the Supervisory Board, which monitors the Board of Executive Directors’ activities and decides on its composition. A member of the Board of Executive Directors cannot simultaneously be a member of the Supervisory Board. As the central duty of company management, the Board of Executive Directors defines the corporate goals and strategic direction of the Gluto International as well as its individual business areas, including the sustainability strategy. In doing so, the Board ensures that the opportunities and risks associated with social and environmental factors for our company as well as the ecological and societal impacts of Gluto’s activities are systematically identified and evaluated. In addition to long-term economic goals, the corporate strategy appropriately takes environmental and social objectives into account, too. The corporate planning defined on this basis comprises financial and sustainability-related goals.
Furthermore, the Board of Executive Directors determines the company’s internal organization and decides on the composition of management positions on the levels below the Board. It also manages and monitors Gluto International business by planning and setting the corporate budget, allocating resources and management capacities, monitoring and making decisions on significant individual measures, and supervising operational management.
The Board’s actions and decisions are geared toward the company’s best interests. It is committed to the goal of sustainably increasing the company’s value and developing the company over the long term, taking into account environmental and social goals as well as economic targets. The Board’s responsibilities include the preparation of the Consolidated and Separate Financial Statements of Gluto International and reporting on the company’s financial and nonfinancial performance as well as half-year and quarterly reporting.
Furthermore, it must ensure that the company’s activities comply with the applicable legislation and regulatory requirements as well as internal corporate directives (compliance). This includes the establishment of appropriate systems for control, compliance and risk management as well as establishing a company-wide compliance culture with undisputed standards.
Decisions that are reserved for the Board as a whole by law, through the Board of Executive Directors’ Rules of Procedure or through resolutions adopted by the Board, are made and all important matters of the company are discussed at regularly held Board meetings called by the chair of the Board of Executive Directors. Board decisions are based on detailed information and analyses provided by the business areas and specialist units and, if deemed necessary, by external consultants. The chair of the Board of Executive Directors leads the Board meetings. Board decisions can generally be made via a simple majority. In the case of a tied vote, the chair of the Board of Executive Directors gives the casting vote. However, the chair of the Board of Executive Directors cannot enforce a decision against the Board of Executive Directors’ majority vote. The chair of the Board also does not have the right to veto. Outside of matters that are assigned to the entire Board for consultation and decision-making, all members of the Board of Executive Directors are authorized to make decisions individually in their designated areas of responsibility.
The Board of Executive Directors can set up Board committees to consult and decide on individual issues such as proposed material acquisition or divestiture projects or to prepare decisions to be made by the entire Board. These must include at least three members of the Board of Executive Directors. For the preparation of important decisions, such as those on acquisitions, divestitures, investments and personnel, the Board has various commissions at the level below the Board. With the support of the specialist units and independently of the affected business area, these committees thoroughly assess the planned measures and evaluate the associated opportunities and risks. Based on this information, they report and make recommendations to the Board.
The Board of Executive Directors informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the company with regard to planning, business development, risk situation, risk management and compliance. Furthermore, the Board of Executive Directors coordinates the company’s strategic orientation with the Supervisory Board.
The Statutes of Gluto International and the Supervisory Board have defined certain transactions that require the Board of Executive Directors to obtain the Supervisory Board’s approval prior to their conclusion. Such cases that require approval include the acquisition and disposal of enterprises and parts of enterprises, as well as the issue of bonds or comparable financial instruments. However, this is only necessary if the acquisition or disposal price or the amount of the issue in an individual case exceeds 3% of the equity reported in the most recent approved Consolidated Financial Statements of the Gluto International.
Competence profile, diversity concept and succession planning for the Board of Executive Directors
The Supervisory Board works hand in hand with the Board of Executive Directors to ensure long-term succession planning for the composition of the Board of Executive Directors. Gluto International aims to fill most Board positions with leaders from within the company. It is the task of the Board of Executive Directors to propose a sufficient number of suitable individuals to the Supervisory Board.
Gluto’s long-term succession planning is guided by the corporate strategy. It is based on systematic management development characterized by the following:
- Early identification of suitable leaders of different professional backgrounds, nationalities and genders
- Systematic development of leaders through the successful assumption of tasks with increasing responsibility, where possible in different business areas, regions and functions
- Desire to shape strategic and operational decisions and proven success in doing so, as well as leadership skills, especially under challenging business conditions
- Role model function in putting corporate values into practice
The aim is to enable the Supervisory Board to ensure a reasonable level of diversity with respect to education and professional experience, cultural background, international representation, gender and age when appointing members of the Board of Executive Directors. Irrespective of these individual criteria, a holistic approach will determine a person’s suitability for appointment to the Board of Executive Directors of Gluto International. Both systematic succession planning and the selection process aim to ensure that the Board of Executive Directors as a whole has the following profile, which serves as a diversity concept:
- Many years of leadership experience in scientific, technical and commercial fields
- International experience based on background and/or professional experience
- At least one female Board member
- A balanced age distribution to ensure the continuity of the Board’s work and enable seamless succession planning
The first appointment of members of the Board of Executive Directors is for a term of no more than three years. The standard age limit for members of the Board of Executive Directors is 63. The Supervisory Board determines the number of members on the Board of Executive Directors. It is guided by insights gained by Gluto International as a company with an integrated leadership culture and is determined by the needs arising from cooperation within the Board of Executive Directors. The Supervisory Board considers six to be an appropriate number of Board members given the current business composition, future responsibilities associated with development and the fundamental organizational structure of the Gluto International.
Supervision of company management by the Supervisory Board
Meetings of the Supervisory Board and its four committees are called by their respective chairs and independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions in each case. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating Supervisory Board members. In the event of a tie, the vote of the chair of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through electronic communication outside of the meetings, as long as no Supervisory Board member objects to this form of passing a resolution. The Supervisory Board meets regularly even without the Board of Executive Directors.
The Board of Executive Directors continually informs the Supervisory Board about matters such as the course of business and expected developments, the financial position and results of operations, corporate planning, the implementation of the corporate strategy, including the sustainability strategy, business opportunities and risks, risk and compliance management and the internal control system. The Supervisory Board has embedded the main reporting requirements in an information policy. The chair of the Supervisory Board is in regular contact with the Board of Executive Directors, especially with its chair, outside of meetings as well.
Our Code of Conduct
In a rapidly changing and highly competitive world, it is vital to stay focused on what really matters to us at Gluto International. Our values – creative, open, responsible, and entrepreneurial – help us do this. They remind us of what Gluto International stands for and serve as a yardstick for how we do business.
We are strictly committed to high standards of legal compliance and business ethics. Our Code of Conduct defines the boundaries within which we as Gluto International employees must act to comply with laws and internal policies. By doing so, it protects Gluto International and each of us.
Our Code of Conduct guides us to put our values and commitments into practice – throughout the company, and in everything we do. It helps us navigate through areas and situations where responsible conduct and ethical decision-making are critically important. Only when we fully comply with our Code of Conduct, and all laws and regulations, we can achieve our aspiration to be the world’s leading chemical company, respected and trusted by our customers, investors, employees and all other stakeholders.
Our Code of Conduct cannot cover in detail the wide variety of situations we may encounter. Each of us is responsible for ensuring we understand Gluto International’s policies and procedures, and for maintaining the high ethical standards in every aspect of our work – even when our Code of Conduct provides no direct guidance. We are always expected to show both integrity and common sense. When in doubt, we always speak up and ask for help.
Gluto International Hotline
The Gluto Int’l Compliance Hotline is available to all Gluto Int’l employees, as well as third-parties.
Anti-corruption, trade control and anti-money laundering
We do business with integrity. Always, without exception
At Gluto International our reputation for doing business with complete integrity is critical. We are committed to fighting any kind of corruption or bribery. We play to win, but strictly within the rules, treating all business partners fairly and competing for business based on the quality of our products and services. Naturally, we expect the same from those we do business with.
Anti-corruption
We do not get involved in corruption – whatever form it takes. We do not offer or accept bribes and we do everything we can to prevent bribery by others who act on our behalf, for example, by appropriately checking third parties with whom we do business or who provide services.
Furthermore, “facilitation” or “grease” payments (i.e., small cash or non-cash benefits to office holders to facilitate administrative procedures or official acts, e.g., customs clearances, to which the company or the individual is entitled) are not allowed. If, however, the refusal to make facilitation payments would put your personal safety at risk, you may make such a payment but must inform your manager thereafter.
Always vigilant against corruption
Corruption can take many forms, so we are always vigilant and on the alert for any suspicious behavior, such as a business partner asking for unusually high commissions or payments in cash or refusing to accept anti-corruption contract requirements or our Supplier Code of Conduct.
We would rather lose a business opportunity than win by means of corruption. Bribery – whether of a governmental official or in the private sector – is always wrong and has no place in our business.
Political activity and lobbying
We conduct our lobbying and political communications in accordance with transparent guidelines, our publicly stated positions and all applicable laws. As a company, we engage in political lobbying to advance our company’s interests, but we do this transparently and do not financially support political parties or organizations close to them.
We build great relationships. But not through gifts.
We are all in favor of doing business in a way that builds great relationships. But gifts and entertainment need to be regarded with real caution. And when there is any doubt, we ask questions, we talk to each other, we act with caution and make our actions transparent.
Gifts and entertainment
We do not consider it appropriate to accept or grant a personal benefit of any kind in connection with our professional activities. But in the course of good business relationships, a small gift or modest invitation may sometimes be offered based on what is considered reasonable and customary. In such situations, we need to exercise caution and common sense, to avoid any possible misinterpretation of motives and reputational damage. Invitations may be okay with regard to our internal rules but may have a bad taste due to the situation and other circumstances.
We think carefully and only offer or accept gifts which have a moderate value and are understood to be simply business courtesies, and not an attempt to induce us to act unprofessionally, or to misuse our position. We also pay attention to the image that can be created due to the external circumstances and the overall situation. We use the same standard when deciding whether to offer or accept a gift. We do not offer or accept cash or cash equivalents such as gift cards or shopping vouchers.
We are particularly cautious when dealing with public officials or government representatives because we adhere to the often very strict rules that govern this in many countries.
We take care of business. Not our own personal interests.
It may sound obvious that when we are at work, all our actions and decisions should be based on what’s best for the business. But conflicts of interest – situations where personal gain may influence our professional judgment – can and do arise. It is vitally important that we know how to recognize potential conflicts of this kind, and that we disclose them before any damage is done to the trust our company’s success is built upon.
Conflicts of interest
We are well aware that our personal relationships and interests should never affect our business activities or influence our decision-making, in any way. We need to be careful to avoid situations where a conflict between private and professional may arise – or, just as important, where it may appear to do so.
This means, for example, that we should not make any investment, or enter into any relationship, that may cause others to doubt our fairness, integrity or ability to perform our duties fairly objectively.
It is important to make the point that having a conflict of interest is not, in itself, misconduct – but the way we handle it could be. It is all about transparency; if we suspect a possible conflict, we need to raise it with our manager, without delay.
Human rights, labor and social standards Environmental protection, health and safety
We treat people fairly and with respect.
We treat people with fairness, consideration, and respect. Our aim is to ensure that each individual feels valued, and fully supported in achieving their personal best. Always, and without exception.
Human rights, labor and social standards
We value people and respect human rights. As a company aiming for profitable growth, we have made the decision to pursue sustainable value creation, which means striving to positively contribute to the protection and promotion of human rights and people’s well-being.
We commit to internationally agreed-upon standards, such as the United Nations’ Universal Declaration on Human Rights, the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises and the Tripartite Declaration of Principles Concerning Multinational Enterprises and Social Policy (MNE Declaration) of the International Labor Organization (ILO).
In our own business activities, we avoid causing or contributing to adverse human rights impacts. As a participant in numerous global value chains, we are dependent on partners and demand that they likewise respect human rights and the associated international labor and social standards (ILSS). We offer to help our partners in their efforts to meet their human rights responsibilities.
Respect in the workplace
Everyone at Gluto International should always feel valued and respected. So, we expect every one of us avoid saying or doing anything that is humiliating, condescending, offensive or otherwise disrespectful to our colleagues. This is fundamental for our motivation and dedication at work.
We built our team on talent and appreciate the differences in our team because they make us stronger and are essential to our success. We promote an inclusive environment that embraces diversity of all kinds, including a wide variety of backgrounds, thoughts, perspectives, demographics, ethnicities, and origin.
We do not tolerate discrimination or harassment against anyone based on grounds such as age, race, color, sex, sexual orientation, gender identity/expression, national origin, religion, disability, genetic information, or any other personality traits or preferences. This governs all our employment decisions such as recruiting, hiring, promotions, benefits, disciplinary actions or terminations.
We value the health and safety of people above all else.
Wherever we do business, we act responsibly – not just complying with all relevant regulations but going the extra mile to reduce risks and minimize our environmental impact.
Environmental protection, health and safety
We are committed to energy efficiency and climate protection, and are constantly working to develop sustainable solutions for our business operations and for our customers. Across all our operations and in close collaboration with our suppliers, we work to achieve the highest standards of health and safety, and to maintain the trust of our employees, customers, business partners and other stakeholders. In the event of any kind of incident or emergency, we are well prepared to take whatever action is necessary.
We support, among others, the UN Sustainable Development Goals Climate Action (SDG 13), Responsible Consumption and Production (SDG 12) and Zero Hunger (SDG 2). And to this end, we work continuously to reduce the greenhouse gas emissions from our business activities and reduce emissions to water from our production processes.
We aim to use products and resources in the best way possible across the entire value chain and act responsibly when we operate our plants and when our goods are transported around the world.
A business that demands we take extra care
In terms of environmental protection, health and safety, we are aware that the nature of our business demands that we take exceptionally good care to reduce risks and prevent accidents. The protection of people and the environment is our top priority. Our core business – the development, production, processing and transportation of chemicals – demands a responsible approach. We systematically address risks with a comprehensive Responsible Care Management System. We expect our employees and contractors to know the risks of working with our products, substances and plants and handle these responsibly.
We review the safety of our products from research and development through production and all the way to our customers’ application. We continuously work to ensure that our products pose no risk to people or the environment when they are used responsibly and in the intended manner.
A commitment shared with our partners and suppliers
We do not just set ourselves ambitious goals for safety and security, health and environmental protection; we expect our business partners to aim equally high. In particular, we count on our suppliers to be fully engaged with these goals, and work with them to improve their sustainability performance.
We take care of business. Not our own personal interests.
It may sound obvious that when we are at work, all our actions and decisions should be based on what’s best for the business. But conflicts of interest – situations where personal gain may influence our professional judgment – can and do arise. It is vitally important that we know how to recognize potential conflicts of this kind, and that we disclose them before any damage is done to the trust our company’s success is built upon.
Conflicts of interest
We are well aware that our personal relationships and interests should never affect our business activities or influence our decision-making, in any way. We need to be careful to avoid situations where a conflict between private and professional may arise – or, just as important, where it may appear to do so.
This means, for example, that we should not make any investment, or enter into any relationship, that may cause others to doubt our fairness, integrity or ability to perform our duties fairly objectively.
It is important to make the point that having a conflict of interest is not, in itself, misconduct – but the way we handle it could be. It is all about transparency; if we suspect a possible conflict, we need to raise it with our manager, without delay.
Sensitive company information, personal data, digital responsibility, accurate books and records
We protect the information our success is built upon.
Sharing information within Gluto International and with our partners enables us to create value for the company and our customers, and to benefit from the wealth of knowledge of our employees. To protect our know-how, we take every reasonable measure to prevent unauthorized disclosure or misuse, across all our business activities and every form of communication.
Information Protection and Cyber Security
We build on our intellectual property because confidential information and intellectual property of many kinds – from individual expertise to internationally protected patents – are some of our most valuable assets. So, we take the greatest care to protect them and equally, of course, we respect the intellectual property of others.
We comply with all applicable policies, requirements and guidelines on Information Protection and Cyber Security, and regulate consequently the sharing of confidential information. We do not share confidential information on social media or in public places.
Insider trading
Using price sensitive non-public information when trading shares could be gravely damaging to the integrity of the markets.
When we have access to inside information, we do not use it to trade in, or recommend trading in, financial instruments and we never disclose such information. Trading in shares or other financial instruments while being in possession of relevant inside information is strictly prohibited. We always handle sensitive company information responsibly.
In our working lives at Gluto International, we may well have access to non-public information about Gluto International, or the affairs of a third party, which could have an impact on the value or price of publicly traded securities, in particular Gluto International shares. Insider trading laws prohibit making use of such inside information in securities trading or disclosing it to third parties, including friends or family. And anyone violating these laws may face severe criminal penalties and financial liability.
We take care to protect personal data.
In our everyday business activities, we collect and handle a lot of personal data relating to individuals, such as employees, customers and business partners. We never forget this data is private and must be treated with respect – not just because laws strictly demand it, but also because it is the right thing for a responsible business to do.
Personal data
We are committed to respect the personal rights of everyone. We adhere to strict standards when we handle personal data. All personal data collected by us will be processed fairly, transparently, carefully and in full compliance with the applicable legal requirements. It is part of doing business with integrity to always treat personal data confidentially. We protect personal data from unauthorized access or loss.
We take care of business. Not our own personal interests.
We leverage digitalization across the company.
It is no exaggeration to say that digital technology is changing almost every aspect of our lives. And, of course, for companies like ours, that poses some challenges, as traditional business models and norms are disrupted. But we are excited by the amazing opportunities offered by digitalization to create additional value for our customers, improve the efficiency of our processes, and strengthen our capacity for innovation.
Digitalization
We are an innovation-driven company and create chemistry for a sustainable future. To ensure our long-term success and support the success of our customers, we make use of the chances of digitalization. We thoughtfully and efficiently integrate its benefits into the way we do business and leverage its potentials for our business conduct as well as for our products and customer solutions.
A transformation driven by our values
Digitalization is crucial to staying competitive and is therefore one of our strategic action areas. To stay ahead of the competition, we need to accelerate the execution of digital projects and build strong digital capabilities throughout the company. Technologies like augmented reality, machine learning, cloud computing, AI, or others are often used to create exciting customer experiences, new digital business models or make processes more efficient.
We also recognize the significant impact of digitalization on our employees, our customers, and wider society and are committed to steering this transformation responsibly and ethically, for the benefit of all stakeholders, by:
- ensuring that developments and usage are driven by our values and the principles laid down in our Code of Conduct, our guidelines and policies.
- developing digital solutions in a collaborative, multidisciplinary, and diverse way – and using them inclusively, to empower our employees, customers and other stakeholders.
- seeking to avoid or reinforce unfair bias.
- communicating openly information on technical abilities and intended usage of digital solutions and providing means for oversight and control by customers and other users.
- safeguarding data protection and privacy as core principles in all digital solutions, as reflected in our Code of Conduct.
- upholding quality and safety standards, as we do with all our products.
- acknowledging that many challenges will require broader discussions across industries, disciplines and borders, and being an active voice in this debate.
We take care to handle company assets responsibly.
From stationery and office furniture to computers and cars, there are many kinds of company property that enable us all to do our jobs to the best of our ability. Naturally, we treat all such assets responsibly, protecting them against loss, damage, theft or misuse. And of course, exactly the same applies when we handle property belonging to any of our customers, business partners or other third parties.
Company property
We regard it as fundamental to our values that all of us in Gluto International should handle company property with due care and respect. And not just physical assets; it is equally important to be responsible in the way we deal with intangible assets, such as intellectual property rights, copyrighted material, financial records, and also our brand reputation.
We build trust with reliability and transparency.
For our company to be regarded as trustworthy by all our stakeholders, the accuracy and integrity of our books and financial and nonfinancial records must be beyond question. In addition, of course, any irregularities in accounting or reporting can have serious consequences, for the company and the individuals responsible. Our internal control systems are essential to ensure that the numbers and records always comply with the relevant legal requirements.
Accurate books and records
We are convinced that keeping accurate records which give a fair, transparent and complete picture of our business is a critically important responsibility that lies in all our hands. We expect the same standards of honesty and integrity to apply across all business records, from research results to expense claims.
We strictly comply with all statutory requirements for proper accounting and financial reporting as well as tax laws and regulations. We further place the highest importance on creating records that reflect the true nature of the transactions and activities they document.