Business Ethics: Conducting Business Fairly
ICL’s approach is to comply with all provisions of the law, statutes, regulations, treaties, instructions and permits in all areas of its operations. On top of this compliance approach, ICL has taken on itself additional standards and internal procedures which line up with its values, principles and norms of behavior.
Integrity, fairness and prevention of bribery and corruption are central values of ICL’s organizational culture
As a leading global company, ICL is careful to comply with trade regulations and prevent bribery and corruption. For this reason, the company’s compliance policies and programs are characterized by a high standard of caution, adopting heightened European and American standards. These also include privacy laws, such as the GDPR.
ICL Global Compliance Week
Raising awareness and focusing on ICL’s commitment to compliance, was the basis for the ICL Global Compliance Week. In May of 2019 and for the first time, ICL held a compliance week across its main operations around the world. This week included multiple events and activities in Israel, Europe, the Americas and China. The highlights of the program included: Roundtable discussions for managers regarding compliance issues; Antitrust on-site live training; Online compliance trivia quiz for all ICL employees with computer access; “Escape rooms” with compliance red flags and more. The compliance week also included an anti-sexual harassment live show with an interactive discussion with the audience, cybersecurity and data privacy awareness training, as well as Environmental liability live training.
Preventing Bribery, Corruption and Fraud
ICL operated comprehensive programs for preventing bribery and corruption, including anti-money laundering.
ICL implements a global Gift and Entertainment Policy. The policy requires all employees to obtain prior approval for gifts and entertainment for higher value items and for those which involve government officials. The Gift & Entertainment Policy applies to all ICL employees wherever they are located and it has been widely distributed to them. As part of the rollout of this policy, ICL periodically sends informative videos and infographics to all employees who have Internet or email access. The company has also published guidelines in ICL’s global employees' magazine.
Since 2014, ICL has been operating a Global Fraud Risk Management and Compliance Program that is in accordance with ICL’s Code of Ethics. The program is aimed to prevent various types of fraud and provides guidance and training about how to identify and prevent fraud.
In addition, ICL has several control mechanisms to minimize regulatory risks and prevent corruption (e.g. prevention of money laundering, financing terrorism and providing or receiving bribes):
- As part of its Trade Compliance Program, ICL has implemented a control mechanism for the prevention of financing of terrorism and compliance with international commercial law – a global computerized process which scans all of the Company’s potential and actual customers and vendors to check their identity against sanctions lists prepared by Israel, the US, Europe, the UN and others. The system issues warnings and can even block a transaction with entities suspected of inclusion in one of the above mentioned lists. All ICL customers and vendors worldwide are monitored by this program.
- The Company educates its employees about “red flags” which assist employees in identifying potential high risks in their transactions.
ICL performs an operational risk assessment related to corruption. By assessing the general risk for the company, as a whole, the following significant risk areas related to corruption were identified:
- Employees interfacing with government agencies at ICL sites as part of their role with the company (permitting, inspections, product registration, etc.).
- Employees contracting with government agencies for the sale of Company products.
- Risk of employees attempting to make sales from customers (other than government agencies) through corrupt practices.
- Agents hired by ICL to act on ICL’s behalf with respect to the three risk areas mentioned above.
In 2015, further procedures were developed to ensure the implementation of proper controls related to the engagement of high-risk third parties. These procedures include questionnaires, certification by the third party of adherence to ICL’s ethical standards and business practices, confirmation of the third party’s ownership, business registration and required licenses, and additional background checks and investigations when warranted based on the level of risk. Existing and new third-party relationships are being reviewed on a risk prioritized basis.
The Company’s Code of Ethics also clearly asserts the obligation to refrain from corruption and bans giving or accepting bribes. The organizational culture is implemented continuously through personal example, explanation, enforcement and training practices.
ICL maintains internal mechanisms for seeking advice on ethical or lawful behavior. ICL’s VP of Global Compliance or Regional Compliance Officers can be contacted directly. Concerns or work related issues can be raised with supervisors or Site Managers; Human Resources representative, the General Counsel in the region, as well as compliance officers. Employees and managers can also contact ICL’s Chief Audit Executive directly by mail, phone or fax. In addition, ICL operated a Hotline that is publicly available to employees, contractors, customers and all other stakeholders.
In 2018, approximately 50% of all ICL global employees and managers went through training regarding the Code of Ethics or one of its main components.
Procedure for Transactions with Interested Parties
In 2013, ICL approved a procedure for conducting transactions where ICL stakeholders have a personal interest. The provisions and guidelines for detecting, identifying and approving transactions where interested parties, such as controlling shareholders or executive directors, are concerned, include detailed processes for collecting the relevant information about the contracting parties and reporting and disclosure requirements for these transactions.
This procedure is intended to add to, and not to detract from, any other legal obligation regarding the approval of such transactions. To implement this procedure, ICL has developed a process that aids in the identification of transactions with interested parties that require this type of disclosure and reporting.
Officers and controlling shareholders are required to complete a quarterly and annual questionnaire to identify and list all the entities in which they have a personal interest. The list of interested parties is then entered into the computerized system. The system issues a real-time alert before transactions (above a certain sum) are made with an interested party, enabling ICL to follow the correct procedure for approving the transaction.
Procedure for Authorized Signatories on the Company’s Accounts
ICL has an established procedure for signatory rights and authorization. According to Company policy, two defined, authorized signatories are required to legally bind the company in any contractual obligation or legal action.
Moreover, ICL does not make contributions, financial or otherwise, to politicians or to political bodies.
