2nd Annual Anti-Corruption in Oil & Gas for the Americas Andreina Ostos Business Conduct Compliance Officer BCCO Office Houston, USA March 23rd, 2015 Tenaris 1 13.45 – 14.15 An Argentinian Perspective: Is Your Compliance Program Effective? Measuring a bad thing that’s not there – metrics and key performance indicators Ethics and anti-corruption – how can ethics be implemented and enforced in business code of conduct? Fighting internal corruption within your organization BCCO Office Tenaris 2 Who we are Serving the world's energy industry and other industrial applications Annual manufacturing capacity of 6.3 million tons of steel pipes 3.7 million tons of seamless pipes 2.6 million tons of welded pipes Manufacturing facilities in 16 countries R&D centers in 5 countries Service and distribution network in more than 30 countries 27,243 employees (2015) Annual net sales: US$ 10.3 billion (2014) Stock exchange listings: New York, Buenos Aires, Italy and Mexico BCCO Office Tenaris 3 Worldwide Operations BCCO Office Tenaris 4 Market Segments Leading global manufacturer and supplier of tubular products and services used in: Drilling, completion and production of oil and gas Transportation of oil and gas Process and power plants Specialized industrial and automotive applications OCTG Premium Connections BCCO Office Offshore Line Pipe Onshore Line Pipe Hidrocarbon Processing Power Generation Tenaris Industrial & Automotive 5 Compliance Program Core Activities Normative Risk-Assessment Benchmarking Discipline & Remediation Third Parties Corruptio n and Bribery Risk TranspaRencia Monitoring & Audit Advising & Guidance Communications Training Certifications BCCO Office Tenaris 6 Compliance Program Normative Companies Normative Framework should include internal procedures designed, issued and steadily reviewed to ensure that employees understand requirements of applicable regulations prohibiting corruption and bribery. Anti-bribery policies, procedures and standards should develop principles provided in the respective company Code of Conduct, which are recommended to be: In local language; Easy to understand; Accessible to all employees; Acknowledged by employees and representatives; Divulgate; and Train. Norms cannot remain just in paper or a check in the box burden BCCO Office Tenaris 7 Compliance Program Risk Assessment A regular Risk Assessment is essential to identify, evaluate and prioritize compliance and ethics activities such as: where/what to train, where/what to audit, where to deep background checks, where/what to monitor and what messages to emphasize, to rise concerns or awareness. The Risk Assessment should consider the following factors: Country corruption perception risks; Business opportunities; Potential or existing business partners (third parties and/or intermediaries such as agents, distributors, traders, resellers); Extent of interaction with government officials; Licensing activities; Exposure to customs and other authorities; Size and risk of transactions; and Management awareness of anti-corruption rules, past events. BCCO Office Tenaris 8 Compliance Program Third Parties When hiring representatives and certain contractors, a Due Diligence procedure is also fundamental to qualify credentials, prestige and ethical standards of a candidate. Internal procedures and guidelines should regulate the steps and controls to be followed during a the pre-engagement phase, written agreements and supervision should be also contemplated. In general the process involves the following: Letter of Acknowledgement of Policies and Codes Evaluate Information Complete Questionnaire Obtain High Level Approvals BCCO Office In Person Interview and On Site Visit Formalize Written Agreements Check Business References Searching in an Screening Tool BB & RR Provision Training to Audit Rights Third Parties Comprehensive Termination Clause Tenaris Check Financial Information Periodic Review 9 Compliance Program Communications Is recommended to ensure that relevant policies and procedures are communicated and divulgated throughout the whole organization. In order to keep employees aware of bribery risks and importance of this issue to the company and the direction, Companies may also divulgate standards, points of attention or key messages by different means in the intranet, for instance: leaflets, memorabilia, booklets, newsletters, etc.. on Expert opinions; News; Experts Presentations; Comments on business corruption cases; Regulatory agencies announcements; BCCO Office Ethical episodes; Q&A’s; FAQ’s; Case studies; and Comments on specialized doctrine Tenaris 10 Compliance Program Training Is crucial to regularly train employees and third parties to assure understanding and familiarity with anti-bribery provisions and company expectations by: On-Line Activities (i.e. e-learning); and In Person/On Site Training Sessions general & focused on most critical topics. Training sessions might: Be between 2 and 4 hours; Brief legal and internal normative regulations; Encourage participation with cases studies, business cases and exercises; Summarize key points of Compliance Program; remarking liabilities and responsibility with customers, suppliers and legal system; 11 Incorporate Do’s and Don’ts; snd BCCO Office Tenaris Compliance Program Certifications Certifications of compliance and training and acknowledgements of policies help to make more conscious the employees about their obligations to comply and the consequences of not. Acknowledgement and certifications shall be gathered periodically. BCCO Office Tenaris 12 Compliance Program Advising & Guidance Direction and Compliance should encourage management and employees to make prompt inquiries and consultation to clarify any unusual circumstance (Red Flag) or any doubt raised during day-to-day operations, that might imply bribery concern or lack of supporting records, and get advice on how to comply with policies. Companies expect that management properly respond whenever facing a red flag. Is recommended that companies keep records of this activity, considering the following fields: Content type Date of reply Requester Type of request Status Supervisor Motive Country of business Public official/End user Day of inquiry Description Third party Region Response Area Manager etc. Functional Area BCCO Office Tenaris 13 Compliance Program Monitoring & Audit Auditing should be planned and coordinated with the Audit department, and conduct by specialized auditors in bribery. Audits shall ensure the effective applicability and implementation of the Compliance Program and shall be based on the risk level per country, third parties, transactions, payments and consulting services. Compliance Line Companies must encourage all employees to report to ‘Compliance Line’ complaints and misconduct, on a confidential basis and without fear of retaliation, and carry out promptly, internal investigations of suspected violations. BCCO Office Tenaris 14 Compliance Program Discipline & Remediation Prompt and reliable execution by the management of the necessary remediation/mitigation measures is essential to enforce the Compliance Program appropriately. Sanctions or corrective actions shall be consistently applied at all levels of the organization, depending on the seriousness of the violation up to possible employment termination. Examples of disciplinary measures: Verbal warning; Formal warning in writing; Career adjustments; Denial or reduction of performance-based compensation and rewards; Suspension; Employment dismissal or termination. BCCO Office Tenaris 15 Compliance Program Benchmarking Continuous benchmarking activities and networking with other comparable companies in the industry allow to learn from Best Practices in the business environment, in order to regularly review and improve a Compliance Program, to maintain it adequate, effective and tailored on its own specific needs and challenges. For instance: Stand alone Code of Conduct vs. Code of Conduct plus anti-bribery policies and procedures; FCPA vs. FCPA plus UKBA; Limits and conditions for gifts, entertainment and hospitality; Budget and organization; Supervisor of Compliance Officers; Expert opinions; Resources Experts urveys; Due Diligence best practices; Compliance department structure; etc.. BCCO Office Tenaris 16 Compliance Program Remarks Be determine Plan and execute your activities risk focused Perform regular site visits Learn to manage pressures Get credibility Coordinate message from top management Identify cultural considerations Know your audience or target Credit management for supporting compliance Taylor methods and message to the audience Share experiences and examples Simplify message but keep it solid Mantain channels or bridges for regular interaction with management BCCO Office Tenaris 17 THANK YOU 2nd Annual Anti-Corruption in Oil & Gas for the Americas Andreina Ostos Business Conduct Compliance Officer BCCO Office Houston, USA March 23rd, 2015 Tenaris 18
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