Compliance and Ethics

Role of the committee

The role of the committee is to:

  • Maintain direct oversight over key compliance and ethical risks and monitor the adequacy and effectiveness of  controls in place and any mitigation activities
  • Evaluate the compliance and ethical aspects of Company culture and make recommendations to the Board on steps to be taken to ensure a culture of integrity and honesty
  • Ensure that ethical policies and practices are subject to an appropriate level of independent internal security
  • Oversee the development of, and amendments to, the Group Compliance Charter, the Code of Conduct and other compliance policies
  • Maintain oversight of the Group Compliance function
  • Support the Company in any engagement with regulatory bodies, industry group, advisors and other stakeholders, as necessary and where permitted by law, regarding ethical issues and compliance matters
  • Oversee, review and approve the adequacy and security of the Company’s whistleblowing line, Speak Up, as a tool available for employees and third-parties to raise concerns, in confidence, about possible wrongdoing
  • Receive reports and review findings of significant internal and external compliance related investigations, audits and reviews; and exercise oversight, where possible, over any such investigation impacting the Group

Terms of reference

The committee was established during 2017 and on formation approved its terms of reference.

Download the Compliance and Ethics Committee Terms of Reference

Activities

In August 2017, the Board approved the formation of the Committee, which met four times during the rest of 2017.

The Committee has been actively involved in assessing the work being undertaken to develop and enhance the compliance programme. In early 2017 an independent consultancy was engaged to:

  • Provide forensic risk consulting services
  • Review the existing compliance structure, governance and related processes and procedures
  • Recommend enhancements to our anti-bribery and corruption compliance framework and governance, and to our financial controls compliance

A key focus of the review has been to reinforce business ownership for compliance risks.

As a result of the ongoing review, Group Compliance and the consultancy have identified enhancements, assessed the increased resourcing demands, and suggested alternative Group Compliance structures for consideration by the Committee.

Our Compliance portal is at the centre of the compliance programme, and is an essential tool for the scrutiny of third-parties through risk-based due diligence. Work has been undertaken to enhance this portal and to enable due diligence to be more automated. This will enable an agreed set of compliance metrics capturing individual elements of the compliance programme. This will enhance the Committee’s ability to monitor and measure compliance implementation at Group and project levels, and for a scorecard of measurable KPIs to be created and reviewed at each Committee meeting.

The Committee assumed responsibility for the Company’s Speak Up programme and related policies, and receives details of any alleged breaches of the Code of Conduct. Discussions were held to review the relevant investigations and the actions being taken, including preventative actions to avoid recurrence.

A new committee, the Third Party Risk Committee was established during the year, which will report to this Committee.

Read George Pierson's Compliance and Ethics Committee Report.

We must always seek to improve and continue to expect the highest standards of behaviour.

George Pierson, Chairman of the Compliance and Ethics Committee