Novus is committed to taking all necessary measures to ensure that best governance practices are upheld in our business. First and foremost, Novus acts in accordance with the law and all applicable regulations in every country in which Novus has a presence. Beyond the law, Novus aspires to achieve the highest possible standards of corporate ethics and integrity in all actions and in respect of all Novus stakeholders.
Our Board of Directors
The Board of Directors is Novus’s highest governing body and represents the interests of Novus’s shareholders and all stakeholders. The Board determines Novus’s long-term strategy, ensures that the necessary practices for risk management and compliance are in place, appoints the executive management and guides Novus management in regard to overall sustainable business practices. Novus’s Board of Directors is composed of 12 members, reflecting the ownership and management structure. All members of the Board of Directors are currently male. All but one of the Board Members are non-executive.
The Chairman of the Board is a representative of Novus’s major shareholder, Mitsui & Co. (USA), Inc., or its shareholder, Mitsui & Co., Ltd., and is not an executive officer of Novus. In 2013, this position was held by Mr. Katsurao Yoshimori, who also served as an Associate Officer of Mitsui & Co. (USA), Inc. The President and CEO of Novus in 2013, Thad Simons, was also a member of the Board of Directors.
The Novus Board of Directors maintains four primary Committees which assist the Board in fulfilling its responsibilities. These are: Audit Committee, Employee Benefits Committee, Employee Compensation Committee, and Compliance Committee. In addition, we maintain a Risk Committee staffed by company senior management that supports the work of the Audit Committee.
We strive to act with integrity at all times and according to a strong standard of business ethics. Our ethical framework is embodied in the Novus Integrity System (NIS), which defines policies and expectations of all employees with regard to conflict of interest, all forms of corruption, insider trading, intellectual property, antitrust and international competition laws, environmental protection, health, safety and security, anti-harassment and non-discrimination, data privacy, records management, whistle blowing and more.
The NIS is accessible to employees in different countries in six languages: English, German, Portuguese, Spanish, Thai and Chinese. All new employees are trained on the NIS as part of their company orientation and all Novus employees are requested to positively affirm their compliance with the NIS on an annual basis, in writing. For the reporting year 2013, approximately 97 percent of employees fulfilled this requirement.
Novus offers a range of options to make it easy for employees to report suspected breaches of the NIS either in person or anonymously, without fear of reprisal. These include reporting to an employee’s Manager, a Human Resources Manager, the Compliance Officer, a telephone report to the NIS Message Service, a web-based report via an external service (Ethics Point) or by letter to the Novus Legal Department. During 2013, two suspected breaches were reported.
Protecting Human Rights
We adhere to strict standards of respect for and compliance with human rights. The Novus Integrity System (NIS) is the cornerstone of our approach to human rights and all business practices are in line with the NIS. During 2013, there were no significant incidents of discrimination or complaints relating to any of our operations. We take complaints seriously and ensure that employees receive training to better understand their role in ensuring a workplace free of discrimination or harassment.