Strong governance is a prerequisite for achieving our ESG goals.
We have adopted a governance structure consistent with these objectives, thanks to which it will be possible to guide the Group towards a growing level of responsibility and awareness of sustainability issues.
We have set up bodies and committees and have equipped ourselves with tools through which we are able to integrate sustainability into our business and in the relationship with all our stakeholders.
Sustainability Committee
In 2019, we set up a specific Sustainability Committee within Aalborg Portland Holding A/S, which sets the Group guidelines and commitment in the field of sustainability. This Sustainability Committee is currently chaired by the Chairman of Aalborg Portland Holding A/S.
In 2021 we appointed a Group Sustainability Committee within the Board of Directors of Cementir Holding N.V. (the Group Sustainability Committee). The Committee plays the fundamental role of assisting the BoD in formulating and implementing a sustainability strategy with a view to creating long-term value for Cementir Holding and the Group and supporting the BoD in the promotion of a healthy, safe and secure environment for stakeholders, sustainable development and social responsibility.
The Committee examines, evaluates and makes recommendations to the Board and to other Group bodies such as the Remuneration Committee regarding the sustainability objectives for the incentive of management at Group, Region and Business unit level, acts as delegated by the Board in matters of sustainability global and local, including as regards the definition, monitoring, evaluation and reporting of policies and practices, management standards, strategy, performance and governance, at global and local level. Furthermore, it regularly interfaces with the Sustainability Committee established in Aalborg Portland Holding A/S, the Sustainability Working Group (SWG) and the Group Management Team (GMT) and provides periodic reports to the Board of Directors.
The Group's management is primarily responsible for internal controls and risk management activities, assisted by the second level control functions in defining adequate risk management and control systems based on the respective levels of responsibility (e.g. EHS, Anti-corruption, Antitrust and Privacy).
The Group Sustainability Committee is made up of the Chief Executive Officer and two independent directors, with the Group General Counsel appointed as secretary. The Group Sustainability Committee is attended by group top management, ensuring the coordination and adequate implementation of the sustainability strategy within the Group.
The Group Sustainability Committee meets at least twice a year.
Sustainability Reporting
In 2024, Cementir Group published the Directors’ Report at 31 December 2024. This statement has been prepared in accordance with the IFRS Accounting Standards (IFRS) as adopted by the EU, and with Part 9 of Book 2 of the Dutch Civil Code. The Directors’ Report includes the Sustainability Statement prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted by the European Commission based on the Corporate Sustainability Reporting Directive (EU) 2022/2464 (CSRD) and the European Taxonomy Regulation (EU) 2020/852.
Other reporting frameworks followed by Cementir Group include the UN Sustainable Development Goals (SDGs) 2030, the UN Global Compact Communication on Progress Guidelines, the CDP questionnaires for climate change and water security, and the recommendations of TCFD (Task Force on Climate-Related Financial Disclosures).
Ethics Committee
We have adopted a Code of Ethics which defines the principles of corporate ethics that we recognize as belonging to the whole Group and to which we require compliance by the corporate bodies, employees and all those who cooperate with Cementir Holding.
The Board of Directors has established the Ethics Committee with the responsibility of ensuring that all activities are conducted in accordance with the principles set out in the Code of Ethics. In addition, the Committee monitors reports of potential violations of the Code of Ethics, on which it receives periodic information from the Internal Audit division.
The Ethics Committee is responsible for ensuring that the activities are conducted in accordance with the principles set out in the Code of Ethics.
Commitment against corruption
Cementir is active in the fight against corruption and in its Code of Ethics it expressly prohibits ‘bribes, illegitimate favours, collusion, requests, directly and/or through third parties, with personal benefits for oneself or for others'. Since 2015, the company has stepped up its efforts to fight corruption through a written policy that defines roles, responsibilities, operating methods and behavioural rules. All Group companies, employees and everyone acting in the name and on behalf of subsidiaries must comply with this collection of behavioural rules in the performance of their responsibilities. Disciplinary measures, sanctions and other consequences also apply in the case of noncompliance with the policy.
The main objective of the policy is to provide a consistent approach to the fight against corruption throughout the Group, to ensure that companies operate according to Group values, to preserve the reputation of individual companies and ensure compliance with applicable laws.
In addition, Cementir Group prioritizes the training and development of its employees, offering comprehensive programs to enhance skills and competencies across various levels. The Cementir Academy serves as the central hub for these initiatives, providing both internal and external training opportunities. The academy's curriculum includes courses on compliance topics such as the Code of Ethics, the 231 Model, fraud management, and the whistleblowing system.
The Company offers training on corporate culture, leadership models, corporate values, and cybersecurity. These programs aim to align employee behaviour with internal rules and procedures, fostering a culture of continuous improvement.
Furthermore, in case of any violation of the principles and rules indicated in the Code of Ethics and in the policies adopted by the Group, or for simply report a non-compliance with laws and regulations can be done through the Whistleblowing platform available to all stakeholder 24/7. For further details please refer to the Ethics and Compliance section.
The supplier code of conduct
Our customers and stakeholders are increasingly showing a growing interest in working conditions, workers' rights, the environment and the fight against corruption. For this reason, as part of our ongoing commitment to strengthen relationships with suppliers, we have decided to formalize a set of rules governing cooperation and the relationship with our suppliers to improve transparency and outline our expectations.
The Supplier Code of Conduct ensures compliance with those principles of loyalty, correctness, transparency, efficiency and orientation to the market, regardless of the importance of the supply.