Ethics and Compliance

Transparency
In All That
We Do

Working ethically and safely is essential for NSG Group to be sustainable.

The Group Ethics and Compliance function supports the Group in achieving its goals by assessing and analyzing ethics and compliance risks and establishing ethics and compliance programs that align with the Group's strategic goals to ensure the success of our business.

In line with these objectives, more specific key performance indicators (KPIs) have been developed to help measure the effectiveness of the ethics and compliance program as shown here.

Code of Ethics and Education

The NSG Group Code of Ethics broadly covers the ethical behavior expected of our employees in the work place, including compliance with all laws and all major Group policies, procedures and guidelines. The Code is available in all 19 Group languages.

The Group's new employee education is to cover not only Code of Ethics, but also conflict of interest, fraud, social media and Ethics and Compliance reporting. Key Roles for competition law compliance (CC) and anti-bribery and anti-corruption (ABAC) are also required to complete the relevant online education. The education modules will be assigned to the Group employees accordingly through the NSG Group Ethics and Compliance Education Center. We will continuously monitor its effectiveness as well as the completion rate of the trainings.

2148(FY2020)
New starters completed the training packages at their onboarding

4040(FY2020)
Key Roles completed the CC and/or ABAC trainings accordingly

Ethics Network

A Global Ethics Network is aimed to enhance the ethical culture and monitor compliance risks throughout the Group. The Ethics Network consists of senior managers who have been appointed Regional Ethics Ambassadors and Ethics Champions. Both roles will play a vital part in the communication and promotion of the Code of Ethics by leading and championing ethics and compliance in their local region or function which in turn will help embed ethics into the business.

46
Ethics Ambassadors across SBUs and Functions all over the world

Group E&C Function and Communication

Group Ethics and Compliance has a direct reporting line to NSG Group Audit Committee. Its responsibilities include the development, implementation and maintenance of an integrated internal ethics and compliance management and control system, as well as the creation and review of relevant Group policies and procedures.

Group E&C function has regional structure with E&C regional managers in Europe, North America, South America and Asia to embed E&C culture into the whole organization as well as cover risks in each region. In this regard, Group E&C puts importance on local communications including regional visits to reach out to local business/function people, liaising with the relevant Ethics Ambassadors and Champions.

Group E&C periodically issues Group Ethics and Compliance Briefings to employees. The Group's communications team translates the briefing into multiple languages and distributes to all NSG Group locations, which is also made available on the Group's Intranet. In addition, each regional E&C manager issues regional E&C newsletter to the relevant local employees.

Group E&C shares with the heads of Strategic Business Units and HR the case details reported via the E&C Hotline system to help improve the workplace environment and even business performance while taking care of its confidentiality. Group E&C regularly reports to the Audit Committee.

Conflict of Interest Disclosure

Under our Code of Ethics, all employees are responsible for acting in the best interest of the Group. Employees are required to complete an educational module and at the end are asked to disclose any outside interest, activity or investment which actually or potentially could cause conflict against that of the Group, or otherwise certify they do not have any such conflict of interest. Group E&C reviews all reported disclosures and discusses certain matters with the relevant business or function head if necessary. Feedback is provided to all reporters and in some cases, possible plans to mitigate exposure are also provided.

Compliance System

To ensure transparency of employees' actions related to our core compliance programs, NSG Group requires the reporting of certain high-risk areas such as competition law compliance and ABAC. Group E&C centrally manages an online reporting system where employees are required to document or obtain prior permission from Group E&C whenever they contact our competitors, join a trade association, make charitable contributions, give or receive certain amount of gifts and entertainment, do businesses with third parties, and interact with public officials. The specific requests and notifications are reviewed and approved by the relevant E&C regional managers.

NSG Group is monitoring around 500 third parties such as agents, consultants and joint venture partners that meet certain risk criteria of ABAC. This process includes due diligence, assessment and reputational screening.

Reporting of Concerns – Ethics and Compliance Hotline

NSG Group is committed to maintaining an environment in which employees can report, without fear of retaliation, any conduct they know of or suspect to be in violation of law, Group Code of Ethics policies/procedures or guidelines.

For this purpose, the Ethics and Compliance Hotline system provides an easy and simple way to report concerns, while employees are encouraged to speak to HR or line management first.

Hotline ■ Open to third parties
■ Anonymous report is acceptable unless prohibited by law.
■ 7/24/365/Multiple languages
■ Toll free
■ Anyone can ask questions.
■ Operated by a qualified third party with a data privacy module

Managers who received the report from their colleagues must file the designated reporting form (Manager's Report Form) or report it directly to Group E&C if he/she believes that it has a potential adverse or negative legal, financial or reputational impact on NSG Group.

Any form of retaliation against an individual who has reported a concern or incident in good faith shall not be tolerated.

Since inception in FY2013 there have been 377 reported concerns managed via the Ethics and Compliance Hotline case management system. FY2020 experienced 93 allegations reported via the Ethics and Compliance Hotline and Manager's Report Form. The number of the cases is consistently increasing due to the communication and promotion of the system within the organization, which we believe contributes to realizing more transparent corporate culture throughout the NSG Group. NSG Group constantly measures the effectiveness of the system by using the metrics against the industry benchmark region by region.