Nutrien Procurement Policy 0006-PC-01-SPT-NOT-A. Procurement Mission Statement:

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1 Nutrien Procurement Mission Statement: Creating and sustaining competitive advantages through innovative supply chain strategies that support Nutrien s priorities and foster long-term partnerships.

2 Page 2 of 11 TABLE OF CONTENTS Section I General Purpose Introduction Definitions Scope Structure and Use Authority and Management Key Roles and Responsibilities Procurement Principles... 5 Section II Procurement Governance Introduction Agreements and Contracts Maintenance, Repair, and Operating (MRO) Inventory Management Risk Management Exceptions Policy Violations and Consequences Appendix A: Reference Policies, Procedures, tools, templates and other documents Nutrien 2/11

3 Page 3 of 11 Section I General 1. Purpose Application of this Policy will ensure that Nutrien Ltd. (the Company ), is in compliance with all applicable Procedures and will achieve the best value in procurement of Goods and Services. 2. Introduction This Policy, and the associated Procedures, process maps, tools, training and templates, provide the framework which governs Procurement at the Company and form the Procurement Operating Model. In conjunction with the required Enterprise Resource Planning (ERP) systems, electronic sourcing software, Processes and Procedures, including risk management, this framework sets the standards as well as defines the roles and responsibilities required to procure Goods and Services for the Company. By defining clear expectations and rules, the Company may optimize its business Processes, allowing its operations to become more efficient, effective and sustainable. 3. Definitions All capitalized terms have the meaning defined in the definitions document: Procurement Definitions* 4. Scope Except as noted in this Policy and related Procedures, this Policy applies to all Procurement functions within the Company. This and all related Procedures, tools and templates exclude those individuals engaged in the Retail Business Unit Procurement, Legal, Information Technology, transportation, distribution, logistics and storage of natural gas and finished products which are governed by separate Company Policies. Nutrien 3/11

4 Page 4 of Structure and Use This Policy contains three types of governance documentation to be continuously updated and managed as the Company s Procurement Operating Model evolves Procurement Procedures are Procedures which have been identified to be directly part of the Procurement process for Sourcing and Purchasing. These Procedures may contain multiple process maps to help describe the step-by-step actions taken to accomplish each stage of the Procurement Operating Model. See Appendix A: Reference Policies, Procedures, tools, templates and other Tools and Templates are all reference documentation, forms, or templates that have been created pursuant to, and supplement Procurement Procedures. Each tool or template is referenced in the related Procedure and has its respective function detailed in the Procedure. Technical Instructions are the technical step-by-step guides to provide technical click-through guidance on using Procurement systems (Ariba, Oracle and SAP). 6. Authority and Management The Vice President, Procurement is the custodian of this Policy and will hold final approval authority for any changes on this Policy although Policy changes shall comply with the Governance Controlled Document Management of Change (MOC) Procedure*. Any changes must be initiated and made with the approval of the Vice President, Procurement. In the absence of the Vice President, Procurement, responsibility rests with the next senior level of authority or designate. 7. Key Roles and Responsibilities Procurement has the following core responsibilities to operate effectively on behalf of the Company: Act as a steward of the Company s resources and reputation by providing clear Procurement leadership and maintaining the highest ethical standards; Provide professional, qualified, strategic Procurement expertise, advice and Services; Partner with the business units and functional teams to support Company business needs and objectives in an effort to enhance standardization, innovation, risk mitigation and lifecycle cost savings; Nutrien 4/11

5 Page 5 of 11 Identify supply risks and opportunities by strategically managing and developing the Company s Supplier base and commercial relationships; Act as the interface and the principal point of contact between the Company and the external marketplace on all commercial matters as they pertain to Procurement functions; Support diversity, inclusion and sustainability throughout the Procurement processes; and Manage and audit Procurement processes, Supplier performance and Procurement efficiency. The above-listed responsibilities are supported and reinforced by the Company s overarching Core Values and Code of Business Conduct, Nutrien Supplier Code of Ethics*, the Company s core business objectives and strategies and applicable corporate processes, Procedures, practices and conditions. 8. Procurement Principles The fundamental governing principles to which all personnel engaged in Procurement on behalf of the Company must adhere to are: 8.1 Best Value The overarching objective of the Procurement function is achieving the best value in acquisition of Goods and Services. Although price is an important factor, life cycle costs and the considerations noted below all contribute to achieving the best economic value for the Company. 8.2 Transparency and Openness Throughout this Procurement Operating Model, relevant information regarding the Procurement Process itself and the Company s expectations of Suppliers shall be clearly communicated as may be reasonably practicable. 8.3 Supplier Risk Throughout this Procurement Operating Model, Procurement should evaluate the level of risk Suppliers may bring to the Company s overall supply chain. This includes, but is not limited to, Supplier financial viability, litigation risk, supply disruption risk, IP and copyright infringement risk. 8.4 Business Integrity Procurement of Goods and Services shall be completed responsibly and with a high degree of integrity in compliance with Company Policies and applicable laws, rules and regulations. This includes using Company funds, resources, assets and authority in accordance with the intended official purposes, free from: Corruption including bribery, kickbacks, favouritism, nepotism, cronyism, and clientelism; Nutrien 5/11

6 Page 6 of 11 Fraud and theft of resources; Discriminatory treatment; and Waste and abuse of organizational resources. Conflict of interest, collusion, abuse and manipulation of information; Please refer to Nutrien Code of Ethics* for more details. 8.5 Efficiency and Sustainability Every effort must be made to drive sustainable business decisions through strategic alignment with internal and external Stakeholders in order to obtain the best lifecycle value-for-money for the Company. 8.6 Fairness and Non-discrimination All Suppliers shall: Not be discriminated against based on race, religion, colour, sex, national origin, age or disability or by giving preferential treatment to anyone over another; Be considered on a merit and compliance basis for all offers, bids, quotes and proposals; Have the same evaluation criteria applied to all prospective Suppliers for a particular Procurement Sourcing process; and Be provided a forum for complaint. 8.7 Competition and Antitrust To ensure competitive responses, qualified Suppliers shall be invited to participate in the bidding process and will be evaluated against each other on the same criteria. The Company reserves the right to run non-competitive Sourcing Projects per guidelines defined in Sourcing and Approvals Procedure*. 8.8 Accountability All personnel engaged in Procurement on behalf of the Company are accountable for their actions and decisions and are responsible to ensure compliance to this Policy. 8.9 Diversity, Inclusion, and Local Procurement Content All personnel engaged in Procurement on behalf of the Company should include, encourage and engage Suppliers representing visible minority groups in accordance with the Diversity and Inclusion Procedure* Labour and Human Rights The Company acknowledges and respects workers rights to enter into collective bargaining relationships and will not do business with Suppliers that impose excessive working hours or poor or unsafe working conditions on their employees. The Company will not knowingly do business Nutrien 6/11

7 Page 7 of 11 with Suppliers that violate the United Nations Universal Declaration of Human Rights or the International Labor Organization s Fundamental Conventions. Nutrien 7/11

8 Page 8 of 11 Section II Procurement Governance 1. Introduction This Section II establishes the governance framework required to support the operating model for Procurement which consists of this Policy and associated Procedures, process maps, tools and templates. This framework is designed to ensure the following Procurement responsibilities are carried out in accordance with Company priorities and strategies, via the Company s Procurement systems (Ariba, Oracle and SAP) to maximize effectiveness: Consult with internal Stakeholders to understand their needs and requirements for supply of Goods and Services; Develop strategies to meet short and long-term business needs and strategic objectives of the Company and Internal Stakeholders, including product standardization, inventory management, cost control and demand control; Identify Suppliers that meet the Company s qualification requirements and engage internal Stakeholders in the communication and clarifications process with Suppliers in order to provide the Company with overall best achievable value; Leverage the Company s collective purchasing power to improve value from Suppliers, generate savings and reduce Total Cost of Ownership (TCO); Engage relevant groups and functions within the Company s business units such as operations, capital, legal, credit, risk, and accounting as required to facilitate successful business decisions and outcomes; Execute directly or through appropriate delegation to and support of (i.e. tools, templates, training) individuals within the Company s business units, any or all activities related to Procurement, including the bid process, Supplier negotiations and Contract development; and Calculate and track Procurement Effectiveness value as defined in the Procurement Effectiveness Procedure* across the operating model for Procurement. Monitor performance of Contracts and Suppliers through reporting of metrics and Key Performance Indicators (KPI). For details, refer to Supplier Performance Management*. Nutrien 8/11

9 Page 9 of Agreements and Contracts All Contracts and Agreements developed for the acquisition of Goods and Services shall incorporate terms and conditions appropriate to the Supplier and will, be negotiated by Procurement in collaboration with internal Stakeholders and be approved in accordance with the appropriate Company authority thresholds. Authority to approve expenditures and bind the Company are defined in the Nutrien Authority Limits Policy (ALP)* and execution should be done in accordance with the Nutrien Contract Lifecycle Policy*. Deviations from the standard contract templates that modifies allocation of liability or changes the risk profile, including changes to provisions dealing with indemnities, warranties, representations, limitations of liability, governing law and dispute resolution; must be reviewed and approved by the appropriate counsel in the Legal Department in accordance with the Nutrien Contract Lifecycle Policy* prior to the execution of the contract. Proposed amendments sought by the initiative Owner may require review and approval by the appropriate Company Departments (Legal/Corporate Insurance etc.). Procurement is responsible for securing these approvals prior to Contract execution. Legal and Procurement are responsible for creating and maintaining contract and agreement templates, and related terms and conditions. In collaboration with relevant Stakeholders within the Company Business Units, Procurement is responsible for the commercial relationship with Suppliers, while internal Stakeholders are responsible for the technical management of Supplier performance, such as managing product and service specifications, safety, reliability, quality, availability and work execution. Procurement is responsible for managing or otherwise coordinating all commercial matters with Suppliers and internal Stakeholders. When operating under an existing Contract, internal Stakeholders are responsible for the day-to-day performance and compliance of the Supplier to all relevant Company Policies and Procedures, including Safety, Health and Environment (SHE) requirements. Commercial negotiations and commitments are the sole responsibility of Procurement Personnel. Except as otherwise allowed by this Policy, no Stakeholder shall enter into commercial negotiations or make commitments without the prior involvement and approval of Procurement personnel. 3. Maintenance, Repair, and Operating (MRO) Inventory Management Procurement, working jointly with the Company business units, is responsible for ensuring the balancing of Goods demand and supply to support safety, reliability, risk and cost objectives of the Company s operations, proactively preventing disruptions to the supply chain, effectively managing the forward and reverse flows of materials in the supply chain, and enabling and optimizing the Company s warehouse and inventory management processes, techniques and systems relative to industry best practices. Nutrien 9/11

10 Page 10 of Risk Management Procurement shall address risks that may cause disruptions in the Company s supply chain from sourcing through implementation of Goods and Services in our operations. Key risk considerations regarding the safety, reliability, quality, availability, schedule, and cost of supply must be examined and mitigated as reasonably practicable through sound Procurement processes and resulting Contracts. These considerations do not remove any requirement for a risk assessment or other risk mitigation as may be relevant. 5. Exceptions An exception shall mean a deviation from the and related Procedures, may be granted under specific circumstances as supported by evidence that the requested deviation is valid. An exception needs to be approved as further defined in the Sourcing and Approvals Procedure*. 6. Policy Violations and Consequences If anyone believes their actions have or may have violated this Policy or any Company Policy, they are encouraged to disclose the Policy violation to their supervisor at the earliest possible opportunity. The supervisor is then further advised to consult with the requisite department or management to review and address the issue. Anyone who has a good faith belief that someone is about to or has engaged in conduct that violates this or any other Company Policy is encouraged to: report that information to any member of management or, any member of the Compliance Department or, any member of the Legal Department or, to call the Company Compliance line at Any wilful or intentional violation of this Policy will result in the Company taking disciplinary action, up to and including termination of employment where permitted by local law. The Company does not tolerate retaliation for good faith reports or complaints of violations of any Company policies. Questions about the application of this Policy generally or with respect to particular circumstances should be directed to the Director, Procurement COE. Nutrien 10/11

11 Page 11 of 11 Appendix A: Reference Policies, Procedures, tools, templates and other documents All reference Policies, Procedures, tools, templates and other documents mentioned in this document can be viewed by visiting the Governance SharePoint Library and searching by the document name listed below. Click here to view Governance Document SharePoint Library Tips and Tricks. If you do not have access to view the documents or in the event of missing documents or broken links, contact any member of the Governance team in the Procurement Centre of Excellence. Click here to go to the Governance Document SharePoint Library. Additional references that are available on The Feed: 1. Nutrien Code of Ethics 2. Nutrien Supplier Code of Ethics 3. Nutrien Authority Limits Policy Nutrien 11/11