At SNC-Lavalin, sound corporate governance practices guide us in always doing our best work and contributing to our fullest potential while ensuring our continued success.
Board of Directors
Strong governance begins with our Board of Directors. Its members supervise the management of the corporation’s business and affairs. Their duties fall into the following areas:
- Board and senior management
- Strategic supervision and monitoring
- Risk evaluation
- Corporate governance, ethics, policies and procedures
- Disclosure to shareholders and others
- Financial matters and internal controls
- Health & safety, security and environment
- General legal obligations applying to and governing conduct
The Board strives to incorporate a diverse group of individuals through, but not limited to, gender and ethnic diversity. In 2016, SNC-Lavalin joined the 30% Club, a global organization committed to improving gender diversity on boards.
In 2017, our Board set a goal of having women account for 20% of corporate directors by 2018. We quickly surpassed this target. At our Annual Meeting of Shareholders in May 2017, all nominee directors were elected and three women now sit on the Board, bringing the percentage of female corporate directors to 27%.
Board of Director committees
- Audit Committee - The Audit Committee assists the Board in supervising our financial controls and reporting. It also monitors, through reasonable measures, our compliance with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management.
- Governance and Ethics Committee - The Governance and Ethics Committee assists the Board in developing our approach to corporate governance and ethical and compliance issues, proposing new Board nominees and assessing the effectiveness of the Board and its committees, their respective chairs and individual directors.
- Safety, Workplace and Project Risk Committee - The SWPR Committee helps the Board discharge its responsibilities relative to the overall framework for managing our project risks and our health, safety, security, environmental, business continuity and emergency preparedness risks arising from our operations and business activities with clients.
- Human Resources Committee - The HR Committee is responsible for helping the Board fulfill its responsibilities to attract and retain an engaged workforce to deliver on our approved strategic plan and objectives.
- Chairman of the Board - The Chairman is responsible for the management, development and effective performance of the Board of Directors, and provides leadership to the Board in all aspects of its work.
- President and Chief Executive Officer - Among this position’s many responsibilities, the President/CEO manages the company’s business and affairs within the guidelines established by the Board of Directors and reports to the Board. The President/CEO recommends our strategic direction to the Board and, when approved by the Board, implements the corresponding strategic, business and operational plans.
- Corporate Secretary - Among other duties and responsibilities, the Corporate Secretary serves as a source of expertise and advice to the Board and management on new developments in corporate governance and best practices.
House of Policies
Established in June 2017, the House of Policies strengthens our governance by overseeing the standardization of policies and processes in terms of their issuance, approval and application. It covers policy relevancy, revisions and maintenance. It enables us to continually review all policies and procedures that guide employees in their daily decisions and activities. It also provides consistent guidelines and processes for creating and managing policies.
Our House of Policies initiative is driven by the Board and our ethics and compliance and legal affairs professionals with the support and commitment of all corporate functions and business units. Employees are encouraged to contact the House of Policies whenever they encounter a policy that is difficult to understand, outdated, missing information related to new or updated laws and regulations, culturally insensitive or not applicable to a particular region or business unit.
Our Policy Oversight Committee establishes good practices in policy governance. It meets monthly to review any new and revised policies and procedures. Members include the Policy Coordinator and a representative of the following functions:
- Corporate risk management
- Ethics and compliance
- Global human resources
- Legal affairs
- Internal audit
- Integrated management systems
- Marketing, strategy and external relations
As part of our Operational Excellence initiative, we have created the Project Delivery Centre of Excellence (PDCE), a proactive and centralized online repository for employee knowledge sharing. Rolled out in 2017, the PDCE will support the transparent communication of our updated policies and procedures.
In 2017, we introduced or reviewed more than 25 policies and Standard Operating Procedures (SOPs), including:
Conflict of Interest Policy - This SOP clarifies the concept of conflicts of interest as well as all disclosure obligations, the review and resolution process, and stakeholder roles and responsibilities. Approved by the EVP, Human Resources in September 2017
Disclosure & Insider Trading - This policy ensures that any communication regarding our business and affairs is timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements and generally accepted accounting principles. Approved by the Board of Directors in September 2017
Duty to Report – This SOP outlines employees’ responsibility to raise, in good faith, concerns of improper business conduct without risk of retaliation. It is available in English, French, Spanish and Portuguese (Deber de reportar, O dever de reportar). Approved by the Chief Compliance Officer in June 2017
Eligibility to Work on Canadian Federal Government Contracts – This SOP outlines the process for ensuring we don’t assign employees or third-party personnel deemed ineligible by the Minister of Public Services and Procurement to work on federal government contracts. Approved by the EVP, Global Human Resources in September 2017
Export Control and Trade Compliance – This SOP defines the responsibilities, process and required actions related to compliance with export controls and economic sanctions. Approved by the Chief Compliance Officer in February 2017
International Trade Compliance Policy – This policy summarizes our commitment to the highest standards of governance, ethics and compliance, and establishes guiding principles for compliance with export controls and economic sanctions. Approved by the Executive Committee in February 2017
Quality Policy and Statement Policy – This policy defines our approach to quality as it applies to delivering our contractual and managerial commitments in line with our core values, client expectations and our Code of Ethics and Business Conduct. Approved by the Executive Committee in January 2017
Risk Management Policy - The policy provides a framework for actively managing all risk exposure, whether at an enterprise, operational or project level, to maximize opportunities and minimize the impact of threats while creating value for our company and stakeholders. Approved by the Executive Committee in November 2017
Aligning with global initiatives and best practices
United Nations Global Compact
In late 2015, we joined the United Nations Global Compact (UNGC), the world’s largest corporate social initiative with more than 9,000 business and 4,000 non-business participants in more than 160 countries. Joining the UNGC underscores our commitment to putting our extensive know-how and resources to work to meet the world’s sustainability challenges.
It also signals our intention to align our strategies and operations with the UNGC’s Ten Principles on human rights, labour, environment and anti-corruption. Our 2017 Sustainability Report serves as our Communication on Progress (CoP) in terms of implementing these principles. The Global Reporting Initiative (GRI) index also provides information relative to our progress in complying with the UNGC principles.
UK Modern Slavery Act
At SNC-Lavalin, we adopt a zero tolerance approach to any form of forced labour, slavery and human trafficking in any part of our business and supply chain. As a signatory to the UNGC, we’re committed to implementing internationally recognized best practices. This includes adhering to the six UNGC principles that address working conditions and human rights.
Our Code of Ethics and Business Conduct also specifically prohibits human trafficking as well as child and forced labour. All our employees, business partners, consultants, loaned personnel, officers and Board members must abide by our Code. In fact, they must undergo mandatory annual training on the Code, followed by an exam that they need to pass to continue working with us.
Our approach is fully aligned with the UK’s Modern Slavery Act adopted in 2015. To manage our risks in this area, we strengthened our control mechanisms in countries where migrant workers are used on construction sites.
To help preserve the well-being of migrant workers, we:
- Provide them with and adhere to clear contracts
- Charge no placement fees
- Pay their room and board costs and provide adequate healthcare coverage
- Never retain their passports
- Only work with accredited third parties in countries of origin or operation
- Conduct regular audits of worker transportation and accommodations
- Carefully screen any new business partners
- Implement industry-leading health and safety practices and provide regular incentives and awards for compliance
- Provide them with personal protective equipment
We also require that our third-party agents treat migrant workers in the same manner.
In 2017, our leadership team–some 1600 employees including Board members-received online training to raise their awareness of modern-day slavery issues. The training program was developed by Trace International, a non-profit organization that advances corporate transparency worldwide.