Compliance at Bayer
Bayer expects the conduct of every employee to be characterized by integrity at all times. The company does not tolerate any violation of applicable laws, codes of conduct or internal regulations.
In the Corporate Compliance Policy [ 49 ]
, the Group Management Board outlines the company’s clear commitment to corporate compliance and specifically states that it will forego any business that involves violating these principles. This policy contains commitments to fair competition, integrity in business dealings (i.e. zero tolerance for corruption), the principle of sustainability and product stewardship
, the upholding of foreign trade laws and insider trading laws, proper record-keeping and transparent ﬁnancial accounting, fair and respectful working conditions, and avoidance of all forms of discrimination. Other requirements of the policy include protecting the company’s intellectual property and the legally recognized rights of others, keeping corporate and personal interests separate and cooperating with the authorities.
We updated the Group’s Anti-Corruption Procedure with effect from January 1, 2012. This is designed to help our employees around the world avoid possible corruption problems. In the procedure, we explicitly refer to our LIFE values system and our obligations within the framework of the United Nations Global Compact. The aforementioned principles include responsible marketing. For more information on our guidelines concerning the marketing of medicines, see the Innovation & Product Stewardship chapter
Each Group company with business operations has at least one Compliance Officer. Some foreign companies have several local compliance functions with clearly defined responsibilities for the different business units within the respective companies. These functions in turn report to the Chief Subgroup Compliance Officers at the Group management companies or to the Group Compliance Officer appointed by the Group Management Board. At least once a year the Group Compliance Officer and the Head of Corporate Auditing report to the Audit Committee of the Supervisory Board on any compliance violations that have been identified. Corporate Auditing also regularly evaluates the effectiveness of the Corporate Compliance Policy.
We centrally trained a total of 43 compliance officers at two Compliance Officer Workshops in 2011. These workshops also serve as a platform for sharing experiences and establishing a compliance community.
We provide continuous information and training for our employees, and the brochure on our Corporate Compliance Policy is available in 42 languages. To ensure that employees are aware of the importance of this issue, we developed a web-based training module entitled “Corporate Compliance Basics” that was introduced among managerial employees in 2010. By the end of 2011, 22,434 managers worldwide – with the exception of those in the United States – had successfully completed this module. In addition, 5,203 non-managerial employees also completed the training course – particularly in China, Spain, France, Colombia, Morocco, Taiwan, Peru, Singapore, Belgium and Ecuador. A separate, mandatory compliance (ethics) training course was implemented for all employees in the United States, with about 12,500 of 15,800 employees in that country taking part in 2011. Excepted from this obligation were employees with a temporary employment contract. This corresponds to a participation rate for the compliance training courses of about 36 percent of the total workforce and 90 percent of Bayer managers.
Our managers have a special obligation to set an example to their employees, communicate the compliance requirements within their companies and take organizational measures to implement them. Senior managers can lose their claim to variable compensation components and must expect further disciplinary measures if systematic violations of the applicable legislation with financial damage to Bayer have occurred in their sphere of responsibility and could have been prevented if they had taken appropriate action. The issue of corporate compliance is a permanent part of the performance targets agreed with the members of the Group Leadership Circle (GLC).
Bayer plans continued expansion of business in Japan
Bayer’s subsidiary in Japan celebrated its centennial in 2011. Despite the difficult conditions following the earthquake and tsunami disaster, the Bayer Group plans to further expand its business in Japan and continue to grow sales in the coming years. “Japan will remain one of the world’s most attractive markets for Bayer in the future too,” said Dr. Marijn Dekkers, Chairman of the Board of Management, at a news conference held to mark the centennial of Bayer’s Japanese subsidiary. Dekkers emphasized Japan’s importance for the Group’s global business: “Japan is more than just a market to us. This country is known for its strong innovative drive and has contributed significantly to the development of our global business over the years.”
Every employee is required to report any infringement of the Corporate Compliance Policy without delay. Hotlines allowing anonymous reporting have been set up worldwide. The only exception is in France, where this reporting obligation does not apply due to the nature of national law there. In the year under review, our central compliance hotline registered 64 reports, 28 from Germany and 36 from other countries. Of these, 46 reports were received by e-mail (17 of them anonymously), 16 by phone (eight of them anonymously) and two anonymously by mail. All suspected case of compliance infringements are recorded according to uniform criteria and processed according to defined rules in line with the Directive on the Management of Compliance Incidents.
At the end of 2011 the Bayer Group decided to intensify its global activities in the area of corporate compliance. Among other steps taken in this connection, a Group Compliance Office was established to handle compliance issues of relevance to the Bayer Group as a whole. Bayer is stepping up the focus on prevention. The compliance organization aims to provide advice, education and support. For example, counseling options for employees are to be expanded and access to these services facilitated, and additional training measures are planned. Risk assessment is also to be improved, and regular checks will be carried out on Bayer’s contractual partners in certain areas of the business (third party due diligence project). Internal checks will also continue to be made. Rapid action is planned in the event of any irregularities. Bayer aims to ensure that its compliance principles are observed throughout the world. Violations can have very serious consequences, both for the company and for individual employees. A compliance program comprising seven elements is being put in place to prevent such violations. The existing Corporate Compliance Policy will retain its validity.
The new setup also requires uniform and efficient structures, along with global processes encompassing the subgroups, service companies and country organizations. With this objective in mind, a high-ranking Compliance Committee has been established to make policy decisions.
We are convinced that responsible marketing must be based on sustainable principles. Bayer does not tolerate any legal violations in the marketing of its products. Yet responsible marketing also includes further ethical and moral principles that are expressed, for example, in transparent, consistent and reliable communication, as well as in the obligation to regularly assess our products and introduce the appropriate measures where necessary.
To transparently document our commitment to responsible marketing throughout the Bayer Group as well as to increase the strength and focus of this commitment, the Community Board for Sustainable Development decided in 2011 to summarize our principles in a Responsible Marketing & Sales Policy [ 50 ]
. Parallel to this process, our subgroups have begun emphasizing their commitment to compliant and ethical conduct and the observation of industry-specific requirements in product marketing. With this initiative, we are establishing the foundation for the further emphasis of this issue in ongoing training measures.