Control environment

The control environment is the combination of standards, processes, culture, and structures that provide the basis for carrying out internal control across the organization. The Executive Committee sets the tone at the top as to the importance of internal control including expected standards of conduct. An important principle of the control environment is the commitment of the Executive Committee to integrity and ethical values, which is demonstrated by the programs mentioned below.

Business conduct and compliance

Business Conduct Program

Corbion’s Business Conduct Program combines the legal requirements of the countries where we operate and international standards, resulting in a framework that regulates how all Corbion employees interact with colleagues, business partners, governments, and communities. We translate these legal requirements and standards into our Code of Business Conduct, internal policies, and procedures to make them accessible to everyone. Often, we go beyond what is required by local legislation to create a single global integrity approach within Corbion.

The Executive Committee has overall responsibility for the Business Conduct Program and oversees its execution. To this end, they establish effective global business conduct governance and ensure allocation of appropriate resources for the upkeep and further development of the Business Conduct Program.

Corbion’s Legal and Compliance department supports the execution of the Business Conduct Program as a second line of defense and, as such, has a coordinating role. The Legal and Compliance department works closely with other departments (e.g., Risk Management, Internal Audit, HR, Finance, Customer Service, Procurement, and Communications) and external stakeholders (e.g., law firms, consultants, and compliance software providers) to enable the proper rollout of the Business Conduct Program throughout the organization.

As a third line of defense, Internal Audit offers independent reviews. The business is in the front line and is responsible for the day-to-day execution of the risk management strategy and Business Conduct Program.

Each year, Corbion’s Compliance Officer reports to the Audit Committee of the Supervisory Board on the status of the Business Conduct Program. In the event of significant incidents, the Audit Committee is immediately informed by the Executive Committee.

Code of Business Conduct and policies

At the heart of our Business Conduct Program is the Code of Business Conduct. Our Code states the values and principles that guide our work at Corbion and sets out the expected standard of behavior for everyone working for Corbion. Our Code applies to all activities we perform on behalf of Corbion wherever they take place and to everyone working for our company.

Guided by the principles of the UN Global Compact and the OECD Guidelines for Multinational Enterprises, our Code of Business Conduct describes principles with respect to personal and business conduct, asset protection, employment standards, and our commitment to sustainability.

Our Code is available in six languages. Our Code serves as an umbrella for underlying policies, which cover in more detail areas such as competition law, anti-bribery, anti-retaliation, conflicts of interest, privacy, economic sanctions, and insider trading.

Corbion has a network of regional Business Conduct Coordinators who help embed the Code of Business Conduct and the underlying policies into local operations. Besides this, they are a local point of contact for management and employees.

Speak Up channels and Anti-Retaliation Policy

Under our Speak Up Policy, which has been revised to comply with the requirements of the EU Whistleblower Directive and its implementing national laws, Corbion employees can report misconduct and (potential) violations of laws, the Code of Business Conduct, and underlying policies to their manager, their local HR contact, or the regional Business Conduct Coordinator.

In addition to that, the Corbion Speak Up channels are available 24/7 to enable employees to report issues directly to the Business Conduct Committee, which is composed of the Chief Human Resources Officer, the VP Legal and Compliance, and the Senior Director Internal Audit. Our Speak Up channels include a toll-free phone number and a global web service, which are operated by an independent service provider to ensure the confidentiality of the report.

Any misconduct and (potential) violations can be reported anonymously. In 2019, Corbion launched our external Speak Up platform, a dedicated channel available to Corbion’s external stakeholders, including customers, suppliers, communities, distributors, and agents. The external Speak Up platform can be used to raise concerns about (suspected) violations of the Corbion Code of Business Conduct, Corbion’s Supplier Code, Corbion’s Cane Sugar Code, or any applicable laws.

Breaches of the Code of Business Conduct may lead to disciplinary actions, including termination of employment. The outcome of the investigations as well as any disciplinary measures taken are documented accordingly and reported to the Executive Committee and Audit Committee twice a year.

Corbion does not tolerate retaliation against those who report misconduct or support investigations into such behavior. This commitment was further reinforced in 2023 with the approval of a dedicated Anti-Retaliation Policy.

Code of Business Conduct training

Every year, all Corbion employees follow a mandatory training on our Code of Business Conduct. Employees receive training in their local language through an e-learning course or a classroom session. Course materials are updated yearly, based on the most relevant risks at the time of the release and on the topics that were brought up in Speak Up reports in the previous year. Corbion has a strict policy on attendance to the Code of Business Conduct training.

In addition, selected groups of employees need to follow mandatory e-learning trainings every two years with respect to anti-corruption and competition law.

Compliance statement

Every year, at the time of the annual Code of Business Conduct training, employees confirm their compliance with the Code and underlying policies by signing a compliance statement.

In terms of our onboarding program, our standard employment contracts contain a clause with respect to adherence to the Code of Business Conduct. New hires, including interns and contingency workers, are introduced to our Code as soon as they join Corbion and are required to complete the Code of Business Conduct training in the first six weeks of employment.

Conflict of Interest Policy

The purpose of our Conflict of Interest Policy is to provide guidance in identifying and handling potential, perceived, and actual conflicts of interest within Corbion. Conflicts of interest arise when our personal activities or relationships influence or appear to influence our business decisions on behalf of Corbion. Conflicts of interest endanger the relationship Corbion has with its business partners and other stakeholders; they could harm the credibility of Corbion, and even lead to loss of business and reputation.

In January of every year, the Supervisory Board, Executive Committee, and direct reports of the Executive Committee confirm their compliance with the Conflict of Interest Policy by signing a compliance statement. They also fill out a questionnaire with respect to related-party transactions.

Anti-bribery and anti-corruption

As a listed company operating worldwide, compliance with anti-bribery and anti-corruption laws is vital. Given its importance, compliance with our policy is overseen by the Executive Committee. Our policy with respect to anti-bribery and anti-corruption is laid down in our Gifts, Entertainment, and Third-Party Payments Policy. This policy is available in six languages and covers (i) the prohibition of offering, authorizing, or accepting bribes; (ii) rules on how to deal with giving and receiving gifts and entertainment; and (iii) rules on how to deal with third-party payments (e.g., agents and distributors, facilitation payments, sponsorships, or political contributions).

All Corbion colleagues as well as our agents, distributors, and other representatives are prohibited from offering, authorizing, or accepting bribes of any kind. Any gifts and entertainment must be for legitimate business purposes, of reasonable value, appropriate to the business relationship, and be given or accepted at an appropriate time. If the nominal value of a gift exceeds a certain threshold, prior approval of the employee’s manager is required. Prior management approval is always required for entertainment (with the exception of business meals), travel, and overnight accommodation.

Corbion has an anti-bribery and anti-corruption procedure in place to screen prospective agents and distributors, who are required to complete due-diligence questionnaires to be assessed by the Legal and Compliance department and, in some cases, by an external party. Furthermore, higher-management approval is required prior to engagement. The agent or distributor is required to sign an agency or distribution agreement and accept the Corbion anti-corruption and anti-bribery clauses contained therein.

Economic sanctions

Corbion is committed to complying with economic sanctions laws and regulations. According to the Corbion Economic Sanctions Policy, prior to onboarding, each prospective business partner is subject to screening against applicable lists of restricted parties and sanctioned countries to ensure compliance with economic sanctions laws and regulations.

Alongside this prescreening of business partners, Corbion has appropriate tools to ensure ongoing screening of all active business partners and to prevent shipment of our products to embargoed countries and regions. The list of embargoed countries and regions is reviewed every year and whenever a significant geopolitical event takes place.

Competition Law Policy

Corbion is committed to complying with competition laws. The Corbion Competition Law Policy provides an overview of the main competition rules and establishes procedures and guidelines that must be followed in dealings where competition laws may apply (e.g., contacts with competitors, either direct or through trade associations, and relationships with suppliers, distributors, and customers). The policy prohibits cartels, abuse of a dominant position, and the exchange of sensitive information with competitors.

Corbion has a procedure in place requiring sales colleagues to obtain prior approval from higher management and the Legal and Compliance department for exclusivity/non-compete agreements with customers and distributors.

Insider Trading Policy

As a listed company, compliance with insider trading laws is vital. Insider trading conflicts with the basic principle that everyone dealing on the stock exchange should simultaneously have access to the same information. The Corbion Insider Trading Policy contains rules to ensure that all Corbion employees as well as members of the Executive Committee and Supervisory Board comply with regulations with respect to insider trading. It prohibits trading, among others, in Corbion shares if one has so-called inside information and it contains an approval process before one can trade in Corbion shares.

Privacy and data protection

In light of the EU’s General Data Protection Regulation (GDPR), Corbion has created a robust privacy program in 2018. Following its initial implementation, Corbion has further developed and localized our privacy program to reflect newly enacted privacy regulations in the countries where we operate, such as the CCPA/CPRA in California, the LGPD in Brazil, the PDPA in Thailand, and the PIPL in China.

Enforcement actions

Corbion has not been the subject of any investigation into business conduct violations (e.g., competition, privacy, bribery) by competent governmental authorities to date.

Risk appetite

Part of the control environment is defining the risk appetite of the company by the Executive Committee. Our risk appetite is the level of risk we are willing to accept to achieve our strategic goals. This requires adequate understanding and awareness of potential risks and their impact on the company. The level of risk appetite is set by the Executive Committee. Our risk appetite can be summarized as follows.

Risk appetite

A 1% change in net sales, costs, profit, or currency rates can have the following impact on EBITDA (in millions of euros).

• * +1% meaning 1% appreciation of currency against Euro

Risk assessment

As an integral part of the strategy review, the Executive Committee annually performs an entity-wide risk assessment to assess the strategic risks, with a mid-year update for significant changes. Furthermore, risk assessment is an integral part of the project stage-gate methodology applied at Corbion for strategic initiatives and related investments.

Based on the strategic risks, the Executive Committee selects a number of key management activities with an increased focus on further strengthening our control framework. This is discussed with the Audit Committee and the Supervisory Board.

Operations, reporting, and compliance risks are considered throughout the organization, with ownership lying with the line organization (first line of defense). Risk committees have been established to monitor specific risks to stay within Corbion’s risk appetite (Treasury Risk Committee, Commodity Pricing Risk Committee, and Sustainability Reporting Committee).

The financial reporting risks are assessed on a regular basis and the outcome of these assessments forms the input for the Corbion internal control framework for financial reporting (see section Internal control systems). For more information on financial risk management and financial instruments see Note 25 of the Financial Statements.

Key risk areas

The table that follows summarizes the top risks that have the focused attention of the Executive Committee to support the realization of the strategic targets. For each risk, the table lists the potential impact as well as a summary of mitigation measures taken to minimize the risk. There may be other risks currently unknown to Corbion, or currently believed not to be material, which could ultimately have a major impact on Corbion’s business, objectives, revenues, income, assets, liquidity, or capital resources.

Corbion top risks