Responsible corporate governance
We believe that the purpose of responsible corporate governance is to ensure that our efforts to post solid earnings are accompanied by measures that safeguard the future viability of our company. Among other things, responsible corporate governance means achieving outstanding business performance and attaining ecological expertise, while at the same time taking on social responsibility and acting ethically in line with relevant legislation.
Compliance
HeidelbergCement’s compliance programme is a core element of our management culture and is therefore firmly integrated into our Group-wide management and monitoring structures. Among other things, the programme focuses on competition law, occupational safety and environmental regulations. We also make an intense effort to ensure adherence to anti-corruption and capital market regulations, as well as the laws on data security and equal opportunity for all employees. Compliance officers at our various regional and functional units are supported here by electronic learning platforms and programmes as well as Internet and telephone reporting systems.
Over the past two years we have received reports on individual cases of violations of our compliance guidelines. We have investigated these reports and, where necessary, implemented measures at the local level to prevent future misbehaviour. Group-wide implementation of the compliance programme is monitored through semiannual compliance reports and general and specific examinations carried out by our internal auditing department. The Managing Board report to the Supervisory Board utilises information from the compliance reports. The Supervisory Board’s Audit Committee is responsible for determining whether the compliance programme conforms to legal requirements and recognised best practices.
Important ongoing proceedings concerning antitrust legislation
In June 2009 the Higher Regional Court of Düsseldorf, Germany, fined HeidelbergCement AG approximately EUR 170 million. The judgment stemmed from legal proceedings that were initiated against German cement companies in 2002 concerning market collusion in the industry over a period of several years. We filed an appeal against this ruling with the Federal Court of Justice. As of 30th April 2011, no judgment on the matter had been made by the court, nor had the Regional Court of Düsseldorf ruled on a related damage claim filed by the Belgian company Cartel Damage Claims SA. Despite the ruling of the Higher Regional Court of Düsseldorf against HeidelbergCement, the company still believes there is a chance that it can successfully defend itself against the damage claim suit.
In November 2008 HeidelbergCement was confronted with additional cartel allegations after reviews were conducted by the European Commission at locations in Germany, Belgium, the Netherlands and the United Kingdom. HeidelbergCement’s own investigations of the circumstances, as well as those conducted by outside lawyers, have not confirmed the alleged antitrust violations. In December 2010 the European Commission informed HeidelbergCement and other European and international cement manufacturers that it had launched an official investigation of alleged violations of EU competition law in several countries within the European Economic Area. However, according to the Commission, this does not mean it has conclusive evidence of any wrongdoing.
These and other proceedings motivate us to continuously review and develop extensive internal precautions in order to prevent any violations of cartel law. To this end, our antitrust law compliance system was reviewed in 2010 by a renowned external specialist in the field, who concluded that all the essential elements of an orderly and effective antitrust law compliance system were in place and that these corresponded to the current standards applied at other companies of a similar size in a comparable sector.