The company requires its companies and all of its employees to comply with all applicable laws in all of the countries in which it operates. For voestalpine, however, Compliance means more than just acting legally and in accordance with other external requirements. It is the expression of a culture that is also rooted in ethical and moral principles. The principles of this corporate culture as it relates to the treatment of customers, suppliers, other business partners, and employees are expressly spelled out in the voestalpine Code of Conduct.
Likewise, voestalpine also requires its suppliers to comply, without limitation, with all applicable laws in the respective country and, in particular, to respect and uphold human rights as fundamental values.
The code of conduct
The voestalpine Code of Conduct was enshrined in writing in 2009 following numerous conversations and discussions within the voestalpine Group at the level of management boards, managing directors, and division heads. It is based on the Group’s corporate values and provides the basis for ethically and legally sound conduct on the part of all of the Group’s employees. The Code of Conduct was revised and expanded in the business year 2019/20 to integrate all those of the voestalpine Group’s values and behavioral rules that had not yet been included in it. It has been published in German and 20 other languages and may be downloaded here: https://www.voestalpine.com/group/en/group/compliance/
The voestalpine Code of Conduct covers the following areas:
- Compliance with laws and other external and internal requirements
- Human rights, respect, and integrity
- Fair competition
- Competition and antitrust law
- Corruption, bribery, and acceptance of gifts
- Donations and sponsorships
- Trade wars and conflict minerals
- Money laundering
- Conflicts of interest
- Data protection
- Protection of information and intellectual property
- Secrecy of confidential information
- Intellectual property
- Protection of corporate property and IT usage
- Workplace protections
- Environmental and climate action
- Prohibition of abuses of insider information
- Corporate communications
- Reporting of misconduct
The Code of Conduct applies to all members of the management boards, the managing directors, and the non-executive employees of all entities in which voestalpine AG has a direct or indirect equity interest of at least 50% or which it controls in some other way. As regards all other companies in which voestalpine AG has a direct or indirect stake of at least 25% but does not control them, the Code of Conduct is brought to their attention with the request that they enforce it by having their corporate decision-making bodies recognize it of their own volition.
Every employee must reckon with disciplinary consequences if they violate statutory provisions; internal guidelines, regulations, and instructions; or the provisions of the voestalpine Code of Conduct. Moreover, violations may also have consequences under criminal and civil law, e.g., claims to compensation and claims for damages.
voestalpine aims to have the Code of Conduct apply throughout its sphere of influence. Suppliers and consultants are required to comply with voestalpine’s Code of Conduct for Business Partners. Additionally, Group companies are urged to bring the Code of Conduct to the attention of their customers and to strongly encourage them to commit to compliance therewith as well. Absolutely all of voestalpine’s business partners are also requested to reasonably promote adherence to the Code of Conduct among their own business partners along the supply chain.
voestalpine AG has adopted several Group guidelines that serve as a helpful tool for employees when applying the Code of Conduct. The Compliance rules and regulations associated with the voestalpine Code of Conduct currently comprise the following:
Business Conduct
These guidelines supplement and flesh out the Code of Conduct with respect to issues of corruption, bribery, acceptance of gifts, and conflicts of interest. For example, they regulate the permissibility of gifts, invitations, and other benefits; donations and sponsoring; secondary employment as well as the private purchase of goods and services by voestalpine employees from customers and suppliers. They also firmly establish the prohibition of political contributions. The voestalpine Group does not allow donations to politicians, political parties, organizations affiliated with political parties, or political front organizations. This does not apply to political front organizations that are devoted solely to social issues and have been individually approved by the Management Board of voestalpine AG.
Dealings with Brokers and Consultants
This guideline provides additional information on matters of corruption, bribery, and acceptance of gifts. It defines the procedure that must be followed prior to the engagement of sales representatives, agents, and other marketing consultants. An objective analysis of business partners’ environment and scope of activities before establishing business relationships with them aims to ensure that the business partners, too, comply with both applicable law and the voestalpine Code of Conduct.
Antitrust Law
This guideline describes the prohibition of agreements restricting competition; provides rules for dealings and interactions with federations, professional associations, and other industry organizations; and defines concrete rules of conduct for absolutely all employees of the voestalpine Group. Additionally, manuals have been developed with respect to issues of information sharing and benchmarking, procurement alliances, and supplier relationships with competitors. They provide employees with information on these topics from an antitrust perspective.
Compliance Manual & Prevention Program
These rules and regulations clarify voestalpine’s Compliance strategy and Compliance structure. They also provide information on steps taken to prevent and identify Compliance violations as well as on the potential reactions and sanctions such violations may trigger. Finally, these rules and regulations contain information on the Web-based whistleblower system that makes it possible to report Compliance violations anonymously, too.
Code of Conduct for voestalpine’s Business Partners
This set of rules and regulations is directed toward suppliers of goods and services as well as toward brokers, consultants, and other business partners. It defines the principles of and requirements for doing business with voestalpine. Among other things, the company requires its business partners to respect and comply with human rights as fundamental values in accordance with the European Convention on Human Rights and Fundamental Freedoms and the UN Charter. In particular, this applies to the prohibition of child and forced labor; the prohibition of human trafficking and modern slavery in any way, shape, or form; the equal treatment of employees; and the right to employee representation and collective bargaining.
Code of Conduct for voestalpine’s Lobbyists (Lobbying Code of Conduct)
The Lobbying Code of Conduct, which was newly adopted in the business year 2020/21, regulates dealings with stakeholders in Austria as well as in Europe and internationally in accordance with the Austrian Lobbying and Advocacy Transparency Act (Lobbying- und Interessenvertretungs-Transparenz-Gesetz) and provides a clear and transparent framework for the company’s lobbying activities. Just as the general voestalpine Code of Conduct, the Lobbying Code of Conduct, too, is binding on all management board members, managing directors, and non-executive employees of all entities in which voestalpine AG has a direct or indirect equity interest of at least 50% or which it controls in some other way. Care must be taken to ensure in cases where voestalpine’s lobbying activities are supported by third parties that the latter commit to compliance with the Lobbying Code of Conduct.
Compliance system
Responsibility for adherence to Compliance regulations rests with the respective management. A Compliance system was established in the voestalpine Group during the business year 2011/12 to help management fulfill this responsibility and to set up the processes required to that end.
Aside from a Group Compliance Officer, a Divisional Compliance Officer was appointed for each division; additional Compliance officers were appointed in certain divisional sub-units. The Group Compliance Officer reports directly to the Chairman of the Management Board but is independent and not bound by instructions. The Divisional Compliance Officers report to both the Group Compliance Officer and the respective division heads on the Management Board.
Compliance Officers are responsible for the following areas:
- Antitrust law
- Corruption
- Compliance with capital market regulations
- Fraud (internal cases of theft, fraud, misappropriation, or embezzlement)
- Conflicts of interest
- Special topics assigned to the Compliance system by the Management Board of voestalpine AG (e.g., in connection with issues related to UN or EU sanctions)
All other Compliance issues—e.g., environmental law, taxes, accounting, labor law, protection of employees or data—are not part of the Compliance officers’ sphere of responsibility. Other organizational units are tasked with managing these Compliance issues.
Preventive measures
As part of its Compliance activities, voestalpine places special importance on preventive measures including, in particular, training and continuing professional development (CPD), discussions at the management level, and communications. As a result, managing directors, sales personnel, and other employees have attended face-to-face training that is aimed at sensitizing them to matters of antitrust law since 2002.
The voestalpine Group introduced e-learning courses on the subject of Compliance back in 2009. This e-learning curriculum has been repeatedly revised and expanded over time. Finally, the existent training on antitrust law (including an advanced course) and on the Code of Conduct were redesigned and rolled out anew in the business year 2019/20. In addition to the learning units, the courses also present case studies and require a final test.
Key E-learning topic: “Compliance basics”
Key E-learning topic: “Fair competition”
Key E-learning topic: “Recap”
Key E-learning topic: “Protection against corruption”
The e-learning courses are continually supplemented Group-wide by face-to-face training tailored to target groups, particularly sales and marketing personnel. This face-to-face training is generally focused on adherence to the law and internal guidelines as well as on anti-corruption and antitrust law as it applies to the participants’ respective sphere of activity. In the business year 2021/22, the COVID-19 pandemic and the ensuing governmental restrictions and/or internal protection and security measures reduced the extent to which such training could be carried out; it was replaced in part by training via video conferencing.
Compliance training is mandatory for young executives: Six to seven face-to-face training sessions are conducted per year for up to 40 employees each. Face-to-face training on issues of compliance with capital market regulations is also provided to employees of voestalpine AG. In the business year 2021/22, the young executive training program and hence the face-to-face Compliance training units that it contains were suspended in part on account of the COVID-19 pandemic.
Compliance is a regular topic in the Group’s communications campaigns and is addressed repeatedly—including by top management—during major employee events at the level of the Group and the divisions.
Reporting compliance violations
Reports of Compliance violations should be made openly for the most part, i.e., divulging the whistleblower’s name. Pursuant to the voestalpine Code of Conduct, such reports may be addressed to the individual’s direct supervisor; the appropriate legal or human resources department; the management of the respective Group company; the Internal Audit and Risk Management department of voestalpine AG; the Group Compliance Officer; or one of the Divisional Compliance Officers. Upon request, whistleblowers are ensured of absolute confidentiality.
Furthermore, an option to anonymously report violations via a Web-based whistleblower system has been available since 2012. Up to the business year 2021/22, however, reports using this system could be made only on matters involving antitrust law, corruption, fraud, and conflicts of interest; in other words, only reports on these issues were processed through this system. Starting with the business year 2022/23, reports regarding other matters such as environmental action or data protection may be filed using this Web-based whistleblower system also. The system makes it possible for the appropriate Compliance Officers to communicate with whistleblowers while maintaining the latter’s absolute anonymity.