Compliance governance

Board of Management, Executive Committee and Audit Committee

The Board of Management and Executive Committee are responsible for an effective compliance management framework across the AkzoNobel group entities. The Audit Committee supervises this responsibility on behalf of the Supervisory Board.

Corporate Compliance Committee

The Corporate Compliance Committee supports the Board of Management and Executive Committee in establishing, monitoring and assessing the company’s compliance framework. The Corporate Compliance Committee consists of the General Counsel (chair), the Corporate Secretary Group Controller and Directors of Compliance, Internal Audit, Human Resources, Sustainability and Health Safety and Environment. In 2016, two managing directors of AkzoNobel businesses were added as members to the committee to add further business expertise to its decision-making.

Human Rights Committee

In 2016, the Executive Committee established a Human Rights Committee which supports the Board of Management and Executive Committee in establishing, monitoring and assessing the company’s human rights policies and framework. It consists of the Directors of Compliance (chair), Internal Audit (co-chair), People Development, Occupational Health, Purchasing, Health, Safety and Environment, and Operations Decorative Paints, and the Business Partner Compliance, the Manager of Sustainability Reporting and the Human Rights Legal Counsel. The committee is tasked with further improving the company’s human rights policies and framework to identify, mitigate and report on human rights risks in the company’s operations and value chain. The committee has identified four initial salient issues to focus on: health and safety, working conditions, discrimination and harassment, and under-age labor in the value chain. See Note 16 of the Sustainability statements.

Privacy Committee

The Privacy Committee supports the Board of Management and Executive Committee in establishing, monitoring and assessing the company’s privacy policies and compliance framework. The committee consists of the members of the Corporate Compliance Committee and representation from Information Management, Sales and Legal. In 2016, the Director of Compliance was appointed as Corporate Privacy Officer and Chairman of the Privacy Committee.

In 2016, a privacy governance framework was put in place with privacy officers for each of the businesses and major functions. In addition, a Privacy Impact Assessment process was put in place. As part of our Privacy-by-design process, new applications and processes containing personal data are subjected to a Privacy Impact Assessment. Any shortcomings identified in the assessment must be addressed. As regards existing systems, an inventory was made and they are being assessed based on their risk priority.

Sensitive Country Committee

The Sensitive Country Committee supports the Board of Management and Executive Committee in establishing, monitoring and assessing the company’s export compliance framework. It consists of the General Counsel (chair), an Executive Committee member with business responsibility and the Director of Compliance. It reviews countries relating to export controls, corruption, human rights, safety and security and finance transactions, and it advises the Board of Management and the Executive Committee on trade restrictions and decides on additional controls needed.

In 2016, with the easing of international sanctions on Iran, under supervision of the Sensitive Country Committee, an Iran gateway was implemented providing a single controlled gate at the AkzoNobel regional headquarters in Dubai for export and import of products to and from Iran. Also in 2016, the export control manual was updated, further expanding and specifying the licensing and sanctions controls for the export of products and technology. In addition, online training was made available to more than 13,000 employees and automated screening for sanctions and license requirements was implemented across several businesses.

The above four committees all meet at least four times per year and on an incidental basis, if and when required.

Compliance function

The Compliance function manages the compliance framework on behalf of the Corporate Compliance Committee, Human Rights Committee, Sensitive Country Committee and Privacy Committee. It makes the Code of Conduct and directives available, manages the compliance education program, develops and communicates rules and procedures necessary to implement compliance programs, manages and supervises investigations of compliance incidents and manages compliance risk management and self-assessment processes such as the NFLoR and Competition Law Compliance Declaration. The Compliance function has legal expertise in such fields as competition law, export control, anti-bribery, privacy and human rights and monitors legal developments, develops compliance rules, programs and training materials and provides advice to businesses and functions. Twice per year, the Compliance function, through the Corporate Compliance Committee, reports to the Board of Management, the Executive Committee and the Audit Committee on compliance risks and trends, compliance breaches and progress in implementing compliance programs.

Business/Function compliance governance

Business and functional management is responsible and accountable for raising awareness of laws and regulations that apply to their operations and for ensuring compliance with the same. Each business and function has a Compliance Committee, chaired by the managing director, responsible for managing the compliance programs and processes in their business or function. These committees meet quarterly to review training completion and progress on compliance actions, and to decide on compliance breaches in their areas of responsibility.

Every business and function has appointed a management team member as its compliance officer. The compliance officer is responsible for managing the programs and processes required under the compliance framework of the business or function. In 2016, dedicated compliance managers were appointed in Performance Coatings, Decorative Paints and the corporate functions. The compliance managers are located in six AkzoNobel regional hubs and support the Compliance Committee and compliance officer in identifying compliance risks, implementing compliance programs, coordinating compliance risk mitigating actions, monitoring compliance training completion and conducting investigations. In Specialty Chemicals, the internal control managers act as compliance manager. The compliance managers and Specialty Chemicals internal control managers also act as privacy officer for the business or function. A dedicated privacy officer is in place for Germany. The new framework enables the three Business Areas and the functions to put more focus on compliance management and have regional resources closer to day-to-day operations.