Governance

Governance overview

At Mercuria, we believe that good governance is essential for the long-term success of our business and the well-being of all our stakeholders.

In this section, we provide an overview of our governance structure and practices, highlighting our business principles, due diligence and how we ensure ethical and compliant behaviour.

We believe that by adopting best practices in governance, we can create value for our stakeholders and contribute to a more sustainable future.

ESG reporting commitment

Mercuria Energy Group joined a growing coalition of top business leaders across industries to announce a commitment to the Stakeholder Capitalism Metrics; a set of ESG metrics and disclosures released by the WEF and its International Business Council (IBC) in September 2020 that measure the long-term enterprise value creation for all stakeholders.

The Stakeholder Capitalism Metrics, drawn from existing voluntary standards, offer a core set of 21 universal, comparable disclosures focused on people, planet, prosperity and principles of governance that are considered most critical for business, society and the planet, and that companies can report on regardless of industry or region. They strengthen the ability of companies and investors to benchmark progress on sustainability matters, thereby improving decision-making and enhancing transparency and accountability regarding the shared and sustainable value companies create.

These leaders and their organizations have committed to:

  • Reflect the core metrics in their reporting to investors and other stakeholders (e.g. annual report, sustainability report, proxy statements, or other materials) by reporting on the metrics most relevant to their business or briefly explaining why a different approach is more appropriate
  • Publicly support this work and encourage their business partners to do so
  • Promote the further convergence of existing ESG standards, frameworks and principles to support progress towards a globally accepted solution for non-financial reporting on common ESG metrics

“At Mercuria we are keen on industry collaboration and cooperation to bring more standardization to the transparency and operation of the commodity supply chain. We see progress in these areas as key to promoting and facilitating the energy transition through encouraging efficiencies and development. We welcome this initiative as an important step forward.”

Marco Dunand, CEO of Mercuria

In this and previous CSR reports, Mercuria has already begun recording and disclosing some of the metrics suggested in the WEF white paper and we continue to work on our program for collection and disclosure of the most relevant metrics about our business.

Business principles

Mercuria’s Business Principles provide the six guiding principles for how we conduct business. They are an extension of our Code of Conduct.

We comply with all applicable laws, rules and regulations

Mercuria maintains open, favourable relationships with its regulators across the globe. Every Mercuria employee is held accountable for knowing, understanding and complying with the rules and regulations applicable to their trading activity or back-office support function.

We ensure all of our records are accurate and reflective of Mercuria’s financial position

We will never falsify business records, or submit misleading information to any regulatory agency or financial institution. All business records must be maintained in accordance with Mercuria’s Record Retention Policy. There is zero tolerance for violation of this principle.

We conduct all of our business with integrity

Mercuria has a robust Know-Your-Customer procedure that all counterparties are required to be cleared through before any transaction can be executed. The process is intended to ensure that all of Mercuria’s counterparties meet standard legal and ethical requirements. The KYC process also helps to raise awareness regarding treatment of governmental agencies and politically exposed persons in order to ensure Mercuria employees interact with those counterparties in appropriate permissible ways and never risk having the appearance of trying to unduly influence their behaviour or decisions.

We treat all of our employees with respect

Our employees are our greatest asset. One of the most valuable characteristics of our workforce is its diversity; our workforce is diverse with respect to geography, culture, education and work experience. We encourage the diverse thought process of our employees, and are more successful because respectful, open dialogue among teams results in the best, efficient business solutions.

We are committed to conducting our business in a responsible and ethical manner

Mercuria holds itself to the highest legal, ethical and moral standards. As an extension of this principle, Mercuria recently signed the Commitment to Adopt and implement the Stakeholder Capitalism Metrics of the International Business Council of the World Economic Forum(the Commitment). By signing, Mercuria has committed to work to encourage progress toward a systemic solution for environmental, social and governance considerations relevant to long-term value creation by reporting on metrics to demonstrate its progress in these areas. This expresses another way Mercuria is committed to improving the communities in which it operates.

We protect the reputation of Mercuria at all times

These Business Principles coupled with the Code of Conduct as a whole ensure that Mercuria goes beyond just complying with applicable laws, rules and regulations. We challenge ourselves to be excellent corporate citizens by acting with integrity in our business transactions, and in the communities and the environment in which we operate.

Compliance & Business Ethics Committee

Mercuria has established two oversight committees to assist the Board of Directors with its responsibilities:

  • The Compliance and Business Ethics Committee (CBEC) is composed of a global, cross-functional group of senior employees who meet quarterly to review Mercuria’s business activities with respect to compliance and ethics. The committee also provides ongoing reviews of the company’s compliance and ethics programs, policies, and procedures. The reviews the committee conducts support senior management’s oversight of the company’s business activities and ensure that they are in compliance with international laws and regulations and conducted with integrity.
  • The Environmental, Health, Safety, and Security Committee (HSSE) is responsible for oversight of the company’s relevant HSSE programs, policies, and procedures. The committee also advises management about similar measures within the group’s various holdings and assets.

The establishment of these committees reinforces Mercuria’s commitment to conducting business in a responsible and ethical manner. The company is committed to managing its activities with the highest regard for the wellbeing of people, places, and the environment.

HSSE committee

The HSSE Committee is a group of senior executives responsible for overseeing Mercuria’s health, safety, security, and environmental (HSSE) programs.

The committee is chaired by the Group’s President and has representatives from all of Mercuria’s federations. The committee meets regularly to review HSSE-related issues and to ensure that Mercuria is meeting its HSSE goals.

The Mercuria HSSE strategy and committee work to three fundamental principles:

  • The welfare of Mercuria’s employees, contractors, and the general public is the highest priority. Mercuria is committed to ensuring that there is no situation, throughout its business activities, where unacceptable risk to a person’s well-being is tolerated.

  • Mercuria conducts its business in an appropriate and environmentally responsible manner. Mercuria recognizes the social contract it has with the communities where it conducts business. While the standards established at national levels may vary around the globe, Mercuria holds itself to conducting its business in an appropriate and environmentally responsible manner.

  • Mercuria is dedicated to strengthening security practices to bolster its defence against both physical and technological threats. Mercuria is committed to protecting its business, employees, external stakeholders, and wider community from physical and technological threats.

The HSSE Committee has a broad scope of responsibility, including:

  • Process and related safety management
  • Security
  • Crisis and emergency management planning
  • Compliance with operational permits
  • Protection of the environment
  • Sustainability topics

The committee also has the authority to identify and address any other HSSE-related issues that may arise.

The HSSE Committee is an important part of Mercuria’s commitment to safety, security, and environmental protection. The committee’s work helps to ensure that Mercuria is a responsible and ethical company that is committed to protecting its employees, customers, and the environment.

Financial responsibility

Mercuria is committed to fulfilling its legal and social obligations to collect and pay the correct amount of tax in each jurisdiction where it operates. The company seeks to exhibit best practice in timeliness and accuracy when fulfilling its tax obligations. This highly disciplined approach is unwavering across the thousands of tax returns its finance team files every year. Additionally, Mercuria ensures that its operations in low-tax jurisdictions remain grounded in appropriate commercial substance and economic activities.

When specialist technical expertise is necessary, or on matters of material uncertainty, Mercuria seeks the support of external advisers.

Mercuria strives for an open, transparent, and trust-based relationship with tax authorities in all jurisdictions where it works. The company’s efforts to achieve this include:

  • Complying with all relevant tax legislation, regulations, and obligations of each jurisdiction.
  • Meeting all tax filings, returns, and payment obligations on a timely basis.
    Paying the right amount of tax on a timely basis.
  • Working collaboratively with tax authorities to achieve early agreement on material uncertainties on a real-time basis, wherever possible.

Mercuria does not tolerate nor support tax evasion of any kind, including facilitation of tax evasion by any person employed or contracted to or on behalf of Mercuria.

Code of conduct

Mercuria’s Code of Conduct is an integral part of the company’s business and all activities conducted by the Mercuria group of companies. Employees are expected to work in accordance with Mercuria’s high moral, ethical, and legal standards, and it is their duty to look for opportunities to exemplify these traits in their internal and external activities.

Since the onset of the COVID-19 pandemic, some of Mercuria’s workforce has often been required to work remotely. The importance of a shared Code of Conduct during these uncertain times was more paramount than ever. The Global Compliance team ensured that the entire compliance training program was available and completed online, either by video session or as a digital training, by all employees. This approach extended to Mercuria’s Internal Market Abuse training, which ensures that all trading activity is conducted appropriately and in full compliance with market and regulatory rules and regulations. Special care is also given to ensure that new-hires across the business are introduced to the Compliance team in the relevant jurisdiction as soon as they join the company.

New employees are guided through the Code of Conduct with particular attention given to certain aspects, such as the Whistle-blower policy. Mercuria requires certain of its business partners to review and attest to compliance with its Code of Conduct. The company has implemented procedures to ensure that its business partners are aware of Mercuria’s guiding principles and the expectations it has for the way they conduct business. Mercuria’s Code of Conduct is published digitally on our website, our internal intranet site, and is available in hard copy in our offices around the world.

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