Highlights of the SNC-Lavalin Ethics & Compliance Program July 2016
2 Ethics Highlights Dr. Hentie Dirker Chief Compliance Officer SNC-Lavalin SNC-Lavalin is committed to doing business with the highest integrity. And maintaining a reputation of integrity depends on the actions of everyone in the organization. To that end, we continue to formalize our best practices, solidify them and make them more observable. Our Ethics & Compliance Program is there to help us act on our values. It is more than just a program it s a way of doing business. Ethics have become fundamental to our business and our decision-making process. In fact, we go beyond ensuring that our people are aware of and understand our policies and procedures. We expect every employee to put them into action, especially when a decision is to be made. Ultimately, integrity is all about doing the right thing. It should be as natural as breathing you don t have to think about it: it s just the way you do business. And that s what we all are striving for, because ethics and business success go hand in hand.
3 Ethics Highlights Our values Our values keep us anchored and on track. They speak to how we run our business, how we express ourselves as a group, and how we engage with our stakeholders and inspire their trust. Teamwork and excellence - we re innovative, collaborative, competent and visionary Health, safety, security and environment - we have a responsibility to protect everyone who comes into contact with our organization and the environment we work ir Customer focus - our business exists to serve and add long-term value to our customers organizations Ethics and Compliance - we are committed to ethical business Stong Investor returns - we seek to reward our investors trust by delivering competitive returns Respect - our actions consistently demonstrate respect towards our stakeholders Our code Our Code of Ethics and Business Conduct seeks to ensure integrity and transparency in the conduct of our business and in our relationships with others. Our Code applies to all employees (regular, occasional, temporary, contractual, full- or part-time, etc.), consultants, loaned personnel, officers and members of the Board of Directors of SNC-Lavalin and is under the responsibility of the Chief Compliance Officer. Complying with our Code and its underlying policies and procedures is part of the terms and conditions of our relationship with SNC-Lavalin. When joining SNC-Lavalin and on an annual basis, we will be required to complete a certification process to ensure that our Code is understood and applied to our daily activities. Our Code is not meant to simply be a collection of rules and high ethical standards of conduct. It is designed to help us use our judgment and common sense to make the right decisions. When in doubt, we should always seek guidance on the proper course of action from our manager, Ethics & Compliance, Legal Affairs or Human Resources. Our Code is updated regularly to reflect changes in laws, policies and best practices. The most current authorized version of our Code is available on our website, in 11 different languages, at http://www.snclavalin.com/en/code-of-ethics.
4 Ethics Highlights Global team of professionals dedicated to ethics and compliance The Compliance organization is comprised of a Corporate Compliance function, dedicated Sector, Regional and Functional Compliance Officers, and a Compliance Investigation Group. Its responsibilities include developing, implementing and maintaining a comprehensive Ethics and Compliance program that impacts all of our activities and supports the Company s business sectors. All Compliance Officers ultimately report to the Chief Compliance Officer, thus ensuring true independence of the compliance function. The Chief Compliance Officer reports to the General Counsel with a direct line to the Board of Directors. Compliance Officers are appointed for each Sector of activity and for each region in which SNC-Lavalin operates. All employees are encouraged to ask questions about the interpretation or the application of Compliance policies directly to the Compliance Officer responsible for their particular sector or region. The close and trustful relationship between Compliance Officers and SNC-Lavalin employees forms the basis for the success of our program. BOARD GOVERNANCE & ETHICS COMMITTEE GENERAL COUNSEL CHIEF COMPLIANCE OFFICER OIL & GAS + MIDDLE EAST, INDIA & AFRICA INFRASTRUCTURE + EUROPE & NORTH AFRICA POWER + ASIA PACIFIC MINING & METALLURGY + LATIN AMERICA CAPITAL CORPORATE FUNCTIONS COMPLIANCE PROGRAM COMPLIANCE TRAINING AND COMMUNICATION REGIONAL (Middle East & India) REGIONAL AFRICA (excl. N. Africa) BUSINESS UNITS (O&G) REGIONAL (Europe & North- West Africa) REGIONAL (Asia Pacific) REGIONAL (Latin America) FINANCE GLOBAL HUMAN RESOURCES INTEGRATED MANAGEMENT SYSTEM LEGAL AFFAIRS STRATEGY MARKETING AND EXTERNAL RELATIONS EXPORT CONTROL AND TRADE COMPLIANCE IFI COOPERATION & MONITORSHIP COMPLIANCE INVESTIGATIONS LEGAL AFFAIRS - ETHICS AND COMPLIANCE* OTHER CORPORATE CORPORATE EXPERTISE - INTER SECTORS / REGIONS ASSISTANCE *REPORTS TO THE GENERAL COUNSEL
5 Ethics Highlights Our Ethics and Compliance Program Ethics & Compliance principles, procedures and controls are firmly embedded and integrated in all of the key processes of SNC-Lavalin s operations. The company s Compliance Program encompasses all of SNC-Lavalin s activities. Our Ethics and Compliance program is comprised of three action elements: Prevent Detect Respond Fostering an ethical culture to prevent the likelihood of wrongdoing and compliance violations from occurring Tone from the Top Policies and Procedures Training and Communication Business Partner Due Diligence Compliance Risk Management Export Controls and Trade Compliance Mergers and Acquisitions Due Diligence Collective Action and Outreach Program Human Resources Management Processes Support and Advice Providing internal controls and other sources to identify misconduct and evaluate adherence Duty to Report Effective Compliance Controls Regular Ethics and Compliance Audits Compliance Reviews Resources & Skills for Global Investigations Involving measures to take corrective action in response to misconduct Prevention of Recurrence Remediation of Systematic Deficiencies Disciplinary Sanctions Unbiased Consequences This comprehensive and integrated approach serves to maintain our ethical health, support our long-term success, and preserve and promote our values.
6 Ethics Highlights Neil Bruce President and CEO SNC-Lavalin Ethics and compliance is woven into the very fabric of our organization. Whether demonstrated in our annual employee certification program or the six core values, we are committed to ethics and compliance excellence in all that we do. Prevent Fostering an ethical culture and preventive actions to help reduce the likelihood of misconduct from occurring in the first place Tone from the Top and Management Responsibility Compliance is a key management responsibility that goes beyond the role-model function of senior management. All our managers must exemplify ethical behaviour and compliance with laws and internal policies. Ensuring that business decisions and actions are always in complete accordance with the relevant legal requirements and our own values and policies is their responsibility. This involves clear and consistent messages from the top leadership team and engaging middle management in compliance communication. Compliance messages are included in regular management meetings and events, with an emphasis on the fact that everyone is responsible for ethics and compliance. We encourage open communications and recognize exemplary ethics and compliance behaviour. Our managers have additional responsibilities under our Code as they are spearheading a culture of compliance and integrity, including a positive working environment in which people are treated with dignity and respect. Everyone expects our management to lead by both word and deed. Our Communication Team prepares a variety of Ethics Moments materials that managers use at the beginning of meetings in an effort to drive culture change across the organization. As with our Safety program, which has become a focal point at departmental and company-wide meetings for more than ten years, integrity is now an inherent part of everyone s thoughts, plans and actions.
7 Ethics Highlights Policies and Standard Operating Procedures Several corporate policies were revised or adopted to strengthen SNC-Lavalin s governance framework. Corporate Policies provide guiding principles and rules for the entire organization, regardless of location. Policies have a broad and global application. They are approved by the executive committee members and reviewed annually. Our Policies are readily accessible and information on new policies reach employees via articles posted on our company s intranet. Corporate Standard Operating Procedures ( SOPs ) provide rules on a specific subject or sets of instructions on how to perform a function with the objective to ensure the standardization of tasks and processes within the organization. An SOP can be applicable to a specific geographical region, Business Unit or Corporate Function as it seeks to ensure compliance with applicable laws and regulations. MISSION & VALUES GUIDING PRINCIPLES GOVERNANCE FRAMEWORK & POLICIES STANDARD OPERATING PROCEDURES Our Anti-corruption efforts reinforce SNC-Lavalin s commitment to the highest standards of governance, ethics and compliance, and sets forth the following guiding principles: SNC-Lavalin prohibits bribery and corruption in all its forms in all business dealings and relationships (including the public and private sector), everywhere the company operates. Use of SNC-Lavalin funds or other assets for any unlawful or improper purpose is strictly prohibited. SNC-Lavalin employees are expected to be vigilant in ensuring enforcement of this prohibition and the proper use of company assets. SNC-Lavalin employees are also expected to comply in every respect with all applicable anti-corruption and anti-bribery legislation. A breach of applicable Anti-Corruption Laws is a serious offence, which can result in considerable sanctions for both SNC-Lavalin and SNC-Lavalin personnel. The following Policies, SOPs and guidelines provide rules and instructions to all employees with respect to this commitment: Duty to Report SOP This SOP outlines that SNC-Lavalin personnel have a duty to report any known or suspected past, actual or potential violation of policies or procedures, applicable anti-corruption and anti-bribery legislation or any observed instances of misconduct, including pressure to compromise SNC-Lavalin s ethical standards. SNC-Lavalin does not tolerate retaliation against anyone who reports in good faith or raises genuine concerns in the best interests of the organization. Facilitation Payments SOP This SOP sets out clear directives that the payment, authorization of payment, direct or indirect offer, or promise to pay any Facilitation Payments or grease payments by employees of SNC-Lavalin is strictly prohibited. In the unlikely event that an SNC-Lavalin employee would have no alternative but to provide a payment to protect against an imminent and serious threat to his or her health, safety or welfare, the demanded payment would be considered an extortion payment and would therefore be permissible under these exceptional circumstances.
8 Ethics Highlights Antitrust and Competition Policy This Policy promotes and ensures compliance with antitrust and competition laws as well as regulations to preserve fair, honest and vigorous competition. Since it is not possible to cover all the different requirement levels of the applicable antitrust laws and regulations, this Policy promotes compliance with the highest levels of antitrust legal and ethical requirements and helps SNC-Lavalin employees understand the types of conduct that antitrust and competition laws address. Business Partners SOP This SOP sets out the general principles and procedures to be observed before entering into and over the duration of an agreement with any Business Partner. SNC-Lavalin expects its Business Partners to adhere to its business principles, culture and values, and comply will all applicable laws and regulations. The Compliance Due Diligence of Business Partners is supported by a state-of-the-art IT process. The approval workflow and its continuous monitoring feature provide global transparency on third-party risk exposure. Political Contribution Policy This Policy sets forth the strict applicable guidelines with respect to making Political contributions. The use of SNC-Lavalin s funds, property, services or resources for or in aid of political parties or candidates for public office is prohibited. Exceptions are generally not permitted and would require the prior written approval of the Political Contributions Compliance Committee. Donations, Sponsorships, Employee Involvement and Corporate Membership SOP The SOP provides a framework for the maintenance of a consistent approach to social and community investment by ensuring funding is globally aligned in accordance with the philanthropic and business objectives of SNC-Lavalin. Gifts & Hospitality SOP This SOP outlines the procedures that employees must observe with respect to giving or receiving gifts and hospitality. The SOP is supported by helpful tools such as webbased and mobile applications to determine when giving or receiving is appropriate and permitted, especially when Government Officials are involved. Hiring Current or Former Government Officials or Their Immediate Family Members SOP This SOP provides guidance with respect to hiring current or former Government Officials or their immediate family members. The applicable laws and regulations are often complex and may place restrictions on entering into discussions with certain government employees, prohibit their hire as employees or consultants for specific periods of time or place restrictions on the role and responsibilities they can have. Conflict of Interest Disclosure Guidelines The Conflict of Interest Disclosure Form must be completed each time an employee or a member of their family is engaged in activities that constitute actual, potential or perceived conflicts of interest. Employees must complete the conflict of interest disclosure form when joining SNC-Lavalin and everyone must complete a new form for every change of situation that be perceived as an actual, potential or perceived conflict of interest. Accurate Record Keeping Guidelines Accurate, complete and reliable records are crucial to our business as they guide decision-making and strategic planning. Accordingly, all our records must be prepared in accordance with applicable laws and regulations as well as SNC Lavalin s accounting and reporting policies and standard operating procedures. A Donations and Sponsorships Committee is responsible for the evaluation and the approval of requests for donations and sponsorships.
9 Ethics Highlights Training and Communication Customized training programs have been designed to raise employee awareness on key ethics and compliance issues All employees and consultants must read the updated Code of Ethics and Business Conduct and obtain their certification. The Code covers our values, our policies and anti-corruption principles. It provides us with an ethical framework to help guide our response to the sometimes challenging and difficult choices we may encounter. It is designed to help us make the right choices in a variety of situations such as what to do when the easy way out is not the right way or speaking up, even when it s uncomfortable to help protect SNC-Lavalin s best interests. For our employees without access to a computer, training on the Code is offered in class with toolbox talks and pictograms, when required. An extensive training program is fully implemented to create appropriate anti-corruption awareness at all levels. Mandatory in-person training sessions of 3.5 to 5 hours are provided to employees with likely third-party contact in over 100 different sites worldwide. Participants include all executive, senior and general management functions as well as all staff in business development, procurement, project management, general management and government relations. More than 7,200 employees received anti-corruption in-person training in the last three years North America 4,588 Europe 414 Asia/Pacific 282 South America 361 Middle-East 1,182 Africa 280 Regular live webinar sessions on Business Partner compliance due diligence are offered to provide advice to employees on the Business Partners Compliance Process and on the use of our Business Partner IT-Tool. These webinar sessions are complemented by a variety of how-to documents to help the user and approver understand the details of the Compliance Due Diligence requirements. Training modules are constantly enhanced and integrated into the Learning Management system, including focus-group-specific online training modules and general non-mandatory training for all.
$ 10 Ethics Highlights It is important that the messages to all stakeholders on compliance-related topics be clear and consistent. We use all possible communication channels to reach all our employees and ensure frequent and consistent publication of ethics and compliance messages. Ethics and Compliance Intranet Site Available information includes: A list of our Services and Responsibilities: Business Partner Standard Operating Procedure and CDD Tool Support Code of Ethics training and certification support Compliance Advice Compliance Control Framework, Policies and Governance Compliance Training Debarment Information Gifts & Hospitality Standard Operating Procedure and scorecard support Ethics and Compliance Hotline for reporting an Ethics and Compliance issue All compliance-related policies and SOPs with related appendices and supporting documents Instructions for reporting violations of any of our policies or Standard Operating Procedures Links to the Code of Ethics and Business Conduct Compliance Material/Tools Library Training/Education Materials Team contact information FAQs on: Anti-Corruption Antitrust Business Partners Duty to Report Gifts & Hospitality The Independent Corporate Monitor The World Bank Pictograms for project employees who cannot read or write in any of our official languages: These pictograms are available with legends in nine languages Our Code of Ethics applies to all employees Personal information of employees is protected Discrimination and harassment are strictly prohibited Personal relationships: direct reporting relationships are strictly prohibited $ Environmental practices: we must apply environmentally sound practices External communications: your opinions are personal and should not involve SNC-Lavalin Violence is strictly prohibited Drugs and alcohol are strictly prohibited Giving or receiving bribes is strictly prohibited Gift and hospitality: you must never offer or receive monetary gifts Facillitation payments are strictly prohibited Company assets: the use of SNC-Lavalin assets for personal use is strictly prohibited
11 Ethics Highlights Business Partners Compliance Program We strive to have transparent and clear dealings with third parties we do business with. Our objective is to consistently work with intermediaries who share our values and culture of high integrity. Before making any commitment to a business partner, we take steps to appropriately evaluate the relationship and mitigate any associated risks. SNC-Lavalin may terminate any business relationship with a third party acting in a way that is inconsistent with the company s values and practices. Due Diligence Our business partner due diligence process allows us to base our decisions on full transparency and accountability for thirdparty risk. Supported by a user-friendly IT solution, the depth of necessary compliance due diligence and the required level of authority for management approval are determined by the risks associated with each engagement. Risk Level Approval Compliance Review Clearance Low Risk Business Unit (BU) Level of Authority Medium Risk BU Level of Authority Head of Business Unit or his/ her delegate Regional Compliance Officer or Sector Compliance Officer High Risk BU Level of Authority Sector President or his/her delegate Regional Compliance Officer or Sector Compliance Officer Chief Compliance Officer Business Partner Communication and Training We will make reasonable efforts to make our business partners aware of our ethics and compliance expectations and thus encourage them to adopt principles and practices that are comparable to our own. All business partners will sign the Anti- Corruption Compliance Attestation which confirms their commitment to abide by the same standards of business conduct and practices as SNC-Lavalin. Following completion and approval through the due diligence process and confirmation by the Business Unit that the engagement will proceed, business partners with an engagement rated as high-risk will be given anti-corruption training.
12 Ethics Highlights Compliance Risk Management Risk Assessment Workshops Each Business Sector, Function and Region holds compliance risk assessment workshops every year to evaluate the effectiveness of our compliance program and discuss the risk mitigation measures in place or to be implemented. The Compliance Officer acts as Facilitator during the workshops and the following sources of information are essential to ensure in-depth discussions based on factual reports produced during the year. Global List of Top Compliance Risks from the previous year s Global Compliance Risk Assessment Register Previous Year s Compliance Risk Register - List of outstanding mitigation/action items Monitor Reports (Site visit results pertaining to the Sector, Business Unit or Region) Compliance Risk Management Workshops Business Strategy for Sector, Business Unit or Region Recommendations and Findings from Compliance Investigation Reports Recommendations and Findings from Internal Audit Reports Completion / Implementation Rate of Compliance Training Activities List of Business Partners per Sector, Business Unit or Region by Risk Level Number of Employees by Location on TI Corruption Index Map Key management representatives are invited to actively participate to conduct successful workshops. Risk Assessment Workshop findings are then consolidated to highlight risk exposure. The risk exposure is continuously crosschecked against our compliance program to detect gaps and appropriate adjustments required. Our policies, procedures, additional communication efforts and new training material are enhanced accordingly. Following the exercise, identified mitigation measures are implemented at the Business Unit, Region and Corporate levels through specific action plans.
13 Ethics Highlights Mergers & Acquisitions Compliance Due Diligence SNC-Lavalin is frequently involved in acquiring other companies, making investments, and pursuing strategic partnerships and joint ventures. All such arrangements with Third Parties must reflect and uphold SNC-Lavalin s standards for integrity and compliance. Performing adequate due diligence prior to entering into any such business agreements or relationships with Third Parties is key to ensure that legal, financial and reputational risks are analyzed and understood. The compliance due diligence contributes significantly to an informed decisional process by enhancing the amount and quality of information available to decision makers. Some of the actions taken include: Assessing the target company s Ethics & Compliance standards in a dedicated Ethics & Compliance Due Diligence work stream Measuring the target company s Ethics & Compliance status against SNC-Lavalin s Program Reviewing all Ethics & Compliance relevant documents and information made available in the data room Performing integrity checks on the target company s senior management and ownership structure Conducting in-depth personal interviews with the target company s senior management, including the CEO, CFO, Compliance Officer and other key functions Developing a detailed integration plan along the identified gaps between SNC-Lavalin s and the target company s Ethics & Compliance program Collective Action Several initiatives are implemented to promote fair and equal market conditions: CEB Global Partnering Against Corruption Initiative (PACI) United Nations Global Compact TRACE International ECI (formally ECOA) Ethisphere (BELA) The Society of Corporate Compliance and Ethics SNC-Personnel accepted over 20 speaking engagements to explain our Ethics and Compliance Program in Canada and abroad in 2015 Outreach and best practices sharing with competitors and the academic community Cooperation with Canadian Universities presenting Global Business Ethics
14 Ethics Highlights Detect Detect encompasses the actions that identify compliance gaps, misconduct and violations through effective controls, regular Ethics & Compliance audits, regular compliance reviews, yearly risk assessments, and an external review and assessment of the program. Compliance Reviews Sector and Regional Compliance Officers receive regular reports on Key Performance Indicators such as Business Partner Due Diligence, Remediation Measures and Anti-corruption Training. Program efficiency is assessed by Compliance Officers on the basis of this information. Findings create the opportunity for discussions on compliance with the Senior Management of the Business Unit, Sector or the Region or any other internal stakeholder. Compliance Control Framework A control framework is a network of internal controls and testing procedures designed to provide assurance to management that certain risks are appropriately mitigated. Such a Compliance Control Framework is implemented for independent and continuous testing of the effectiveness of all the SNC-Lavalin Compliance Program elements. Tone from the Top - Buy-in and Communication of the E&C Program by Management Compliance Organization - Appropriateness and availability of E&C Resources Report Management - Ethics and Compliance Hotline Policies & Procedures Training and Communication Continuously Evolving Material Business Partners Scope checks, Due Diligence, Validation and Monitoring Tenders and Contracts - Review & Approval of Project Bids, Compliance Clauses Gifts & Hospitality/Donations & Sponsorships - Scorecards and Approvals Finance & Accounting - Expense Reports, Levels of Authority, Segregation of Duties Integration with Personnel Processes - Background Checks, Disciplinary Actions
15 Ethics Highlights Duty To Report According to the Duty to Report Standard Operating Procedure, all SNC-Lavalin employees have a duty to be vigilant of circumstances that may indicate illegal or unethical behaviour and act both appropriately and in a timely manner to prevent or detect improper conduct. SNC-Lavalin personnel must disclose in good faith, without fear of reprisal, concerns, complaints or allegations of known or suspected wrongdoings or misconduct. This includes the violation of any applicable law or regulation or a breach of SNC-Lavalin s Code of Ethics and Business Conduct and its underlying policies and procedures. When in doubt as to whether an issue requires reporting, SNC-Lavalin personnel must report it. Compliance Investigations Our internal compliance investigations team is actively investigating compliance violations, separate from the internal audit function. The team consists of 13 investigative resources located in 4 offices worldwide. The compliance investigations team reports to the Chief Compliance Office, who bears overall responsibilities for the oversight of the investigation process. Failure to report violations in a timely manner may lead (subject to applicable laws) to disciplinary actions, up to and including employment termination. Channels for Reporting Misconduct and Seeking Advice We have provided employees with various channels for reporting any suspected misconduct or for asking advice. SNC- Lavalin has established a confidential hotline operated by an external service provider. This channel allows employees anywhere in the world to report potential violations of SNC- Lavalin s Code of Ethics and Business Conduct, as well as any company policy or the law without fear of retaliation. Reports can be made by telephone or going online (www. snclavalin.ethicspoint.com). The list of telephone numbers by country is available on the website.
16 Ethics Highlights Respond Response measures are designed to take corrective action and remedy the effect of the misconduct that occurred Consequences of Misconduct SNC-Lavalin applies consistent and meaningful disciplinary actions when wrongdoing is uncovered. Sanctions are swift and fair and the consequences are unbiased i.e. regardless of the person s position within the company or his/her performance. Process Improvement After thorough examination of the root causes of any breach in our control mechanisms, we undertake remedial actions in order to improve and prevent reoccurrences. This method allows us to mitigate the risk and strengthen our controls. Independent Compliance Monitor The Independent Compliance Monitor provides external validation of our Ethics & Compliance Program. The Monitor reports directly to the World Bank and is engaged by SNC-Lavalin in accordance with the Negotiated Resolution Agreement between the Company and the World Bank. His responsibilities include the review of the implementation and effectiveness of SNC-Lavalin s Ethics & Compliance Program, measuring against the Bank s Integrity Compliance Guidelines and offering recommendations for further improvements. These are some of the key steps we have taken so far in our quest towards excellence in ethics We will not be satisfied to simply comply with good governance practices. Our goal is to set a higher standard and go beyond typical compliance levels as part of our ethical commitment. Ultimately, our ambition is to become the benchmark that other companies in our industry sector measure themselves against: the leader that others will want to emulate, both in how integrity is woven into the fabric of the way we do business, and in how transparency is fundamental to how we report to our stakeholders. We strive not only to be present and visible in the diverse communities that SNC-Lavalin serves, but also to have a positive impact on them on a consistent and ongoing basis.
SNC-Lavalin has established a confidential hotline operated by an external service provider that allows employees anywhere in the world to report potential violations of the company s Code of Ethics and Business Conduct, any company policy or the law without fear of retaliation at any time. This can be done by telephone or online (www.snclavalin.ethicspoint.com). Tell Us About allegations and complaints related to any violation of our code or applicable laws - it is your duty! Channels for reporting: > Your immediate supervisor > Human Resources VP of your Business Unit > Corporate Contacts in Global Human Resources > Legal Affairs > Internal Audit > Ethics and Compliance Hotline (www.snclavalin.ethicspoint.com) Ask Us Any question or request advice on support for compliance and integrity in our business activities Via the Compliance Consultation Centre (compliance@snclavalin.com)