Corporate governance

Responsible corporate governance is fundamental to our sustainable success. Linde AG follows the German Corporate Governance Code presented by the Government Commission and as amended from time to time. We comply with the Code’s guidelines to the greatest possible extent and explain any deviations in our annual report.

Compliance at Linde

 

 

PREVENT

 

Global Code of Ethics

Compliance policies

Guidance from international standards

E-learning

Face-to-face training

Advice by Compliance Officers

 

 

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DETECT

 

Linde Integrity Line

Compliance investigations/audits

 

 

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RESPOND

 

Follow up on reports of misconduct

Monitoring of actions taken (consequence management)

Cooperation with authorities

 

 

Responsible corporate governance also means ensuring that legal regulations and voluntary commitments are upheld. We have therefore continuously expanded our global compliance programme. Our aim here is to prevent any violations. If these do occur, we want to identify them as quickly as possible and take the appropriate action. This requires clear rules, informed employees and a global compliance system that enables us to identify and tackle suspected misconduct.

The Chief Compliance Officer is responsible for implementing Linde's compliance programme, supported by compliance officers in the divisions, regions and operating segments. The Executive Board and the Audit Committee of the Supervisory Board receive regular updates about the activities and progress of the compliance organisation.

The core guidelines governing the way we do business are set out in our Code of Ethics, which is binding for all employees worldwide. This is supplemented by further guidelines on specific issues. Linde’s Group-wide compliance activities focus on anti-trust law, corruption prevention, trade law and data protection, for instance. In 2012, we adopted a new global guideline on preventing corruption, which came into force at the start of 2013. When expanding our compliance programme, we also follow the recommendations of the United Nation’s Global Compact as well as Transparency International’s Business Principles for Countering Bribery.

Information and training

We take various steps to create an environment in which our employees are familiar with and adhere to our rules and guidelines. New staff members receive a copy of our Code of Ethics when they join the company, for instance, and confirm that they have understood it. In 2012, we published further translations of the Code of Ethics, which is now available in 28 languages. Linde also set up a new intranet compliance portal during the reporting year, making current information about compliance guidelines and contact persons even more accessible to employees.

36,000e-learning courses on the Linde Code of Ethics since the training was launched

We also train our staff on the contents of our Code of Ethics in classroom-based courses and our Group-wide e-learning platform. By the end of 2012, we had held more than 36,000 e-learning sessions for this purpose. And between 2009 and 2012, over 6,000 members of staff across the globe were provided with on-site training. In 2012, Linde launched a new online training course on anti-trust law, in which 3,500 employees have already participated. To gather information on the success of our compliance measures, we also covered integrity as a topic in our global employee survey in 2012.

Identifying and tackling misconduct

We actively encourage our employees to report any suspected violations of our Code of Ethics or other Group guidelines and offer them advice on compliance issues. Staff can approach their direct line manager or department head to this end, or contact a representative from the Internal Audit, Human Resources or Legal & Compliance departments.

The Linde Integrity Line, our global reporting system, is one of the key pillars of our compliance programme. It enables employees and external stakeholders to report suspected violations, anonymously if desired. Every report is assessed and forwarded to the Linde Integrity Committee where appropriate. The committee comprises members of the Internal Audit, Legal & Compliance, Corporate Responsibility and Human Resources departments. The Linde Integrity Committee examines the reports and determines further courses of action. Our Integrity Line policy outlines the exact process to be followed and ensures that reports remain confidential and data is protected.

In 2012, the Integrity Line was contacted a total of 309 times, by e-mail, telephone, web portal or regular post. Each of these communications was assessed to determine whether it entailed a general enquiry or an allegation of misconduct. All concrete accusations were investigated and largely related to personnel topics (approximately 43 percent) and to offences against property (approximately 25 percent). We also followed up on reports involving possible conflicts of interest (around 16 percent) and cases of discrimination (approximately 3 percent). In 2012, the Internal Audit department, Human Resources, Legal & Compliance and the department for Safety, Health, Environment and Quality (SHEQ) carried out 77 investigations on the basis of information received via the Integrity Line (2011: 54 investigations).

Linde employees who violate laws or internal regulations must be prepared to face sanctions. Consequences following violations can range from dismissal to criminal prosecution or civil action. If an internal investigation reveals that a report is substantiated, we subsequently explore the measures that have already been implemented – following a set process and timeframe. The responsible line managers are involved in this process and provide their input in every case. All such cases entailed consequences. These included training courses, official warnings, reassignment of the employees in question and restructuring measures. In some cases, the employees in question were dismissed. If our compliance systems uncover any circumstances or events that appear to breach criminal or anti-trust law, we also cooperate closely with the responsible authorities where applicable.

> More on corporate governance in our annual report
> More on our guidelines and values
> More on the Integrity Line on Linde's website
> More on legal proceedings in our annual report