Solenis is committed to growing based on a core-value foundation of integrity, respect and accountability. The cornerstone of this foundation is our Global Standards of Business Conduct.
Success at Solenis depends on our steadfast focus on creating a Deliberate EthicsSM Culture. Deliberate Ethics is a mind-set of being intentional about driving and maintaining a high-performance culture while staying true to our core values and keeping the Global Standards of Business Conduct top of mind. Solenis’ Deliberate Ethics Culture helps ensure the company and its employees continue to adhere to honest and fair dealings with our customers, communities, fellow employees, suppliers and investors.
Internal investigation is a method by which Solenis examines the facts and reaches conclusions regarding the allegations of suspected or known misconduct or violations of the applicable laws and the Global Standards of Business Conduct and supporting Solenis’ policies or procedures.
Investigations focus on determining the existence of non-compliance, taking appropriate remedial actions to correct non-compliance, recovering any lost assets and correcting any control deficiencies to prevent repeated instances of non-compliance.
It is essential that investigations are handled in an appropriate, confidential and expeditious manner to ensure that: (a) individuals are treated fairly, justly and with respect during the investigation process, (b) the risk of litigation against the company is appropriately managed and minimized, (c) the opportunity for asset recovery is maximized and (d) improvements in controls are identified to prevent future recurrences.
Concerns – allegations of suspected or known violations of the law, the Global Standards of Business Conduct and / or Solenis’ policies or procedures.
Investigation(-s) – a privileged and confidential internal inquiry process, by which the company with or without the involvement of a third party, seeks to establish facts and reach conclusions regarding reported concerns and recommend remediation or disciplinary measures.
Investigation Process – a progression of steps for Investigators to follow within the scope of each individual Investigation, as further specified in the Investigation Protocol that supports this Investigations policy.
Investigator(-s) – a Solenis employee(-s) charged by Solenis’ Office of Ethics and Compliance, Legal Department, to conduct an Investigation.
OEC – Solenis’ Office of Ethics and Compliance.
SERC – Solenis’ Employee Review Committee.
OEC oversees Investigations and the Investigation Process. OEC may begin an Investigation at its sole discretion or in response to a report, submitted pursuant to Solenis’ Reporting policy, after assessing the information and credibility of the allegations in such report.
OEC conducts Investigations by itself or may delegate to or work jointly with another Solenis department, including Human Resources.
The Investigation Process may vary depending on the nature of reported Concerns, extent or gravity of suspected misconduct and complexity of the issues involved. Generally, the Investigation Process consists of document collection and interviews. OEC may choose to involve external consultants or forensic specialists to assist with any part of the Investigation Process.
Depending on the findings, an Investigation may result in remediation measures, including training or any corrective actions to address relevant control gaps or process deficiencies. An Investigation may also result in a disciplinary action, including employee termination, if the findings indicate that a violation of Solenis’ Global Standards of Business Conduct occurred.
If the Investigation findings contemplate a disciplinary action, the OEC shall refer the matter to SERC which shall review the findings and agree, reject or make its own recommendations with respect to appropriate disciplinary actions.
Although there are no formal time requirements for when the OEC must conclude a given Investigation, the company commits to conducting the Investigation Process expeditiously, taking into account such issues as evidence preservation, disclosure obligations, statute of limitations, as well as all other relevant time constraints, limitations, circumstances and considerations that may apply.
The OEC appreciates and depends on the cooperation of its employees when conducting Investigations. Solenis employees are required to cooperate with Investigations.
Cooperation includes participation in Investigation interviews, during which employees are expected to provide full and truthful information to the best of their knowledge or recollection in response to specific queries made by Investigators. Cooperation also includes preservation and orderly hand-over of documents or data in any format, as may be instructed by the Investigators.
An employee refusal to cooperate in an Investigation may result in disciplinary measures, including employment termination.
Preservation of relevant hard-copy documents, electronic data and other physical material is critically important upon indication of a potential issue that may trigger an Investigation.
Employees may receive a preservation or document hold notice from the OEC or the Legal department and will be required to ensure that potentially relevant material, indicated in the notice, is preserved. Employees may be interviewed to determine whether they possess data relevant to an Investigation, where it is stored, and how best to collect it.
The OEC may take immediate steps to preserve all data related to an Investigation, including relevant inactive data residing on backup tapes, archival media, cloud-based storage or elsewhere. The OEC may collect potentially relevant evidence (including hard-copy documents, data and other tangible items) from any source that the company owns, possesses or controls. In certain instances, as determined by Investigators, data preservation and collection may occur without notice to employees.
Information from sources owned by Solenis belong to the company. Solenis cannot guarantee that employee personal emails, documents, text messages or other data will not be collected, reviewed, or produced to a third party, including government agencies.
Employees are prohibited from deleting or destroying any data relevant to an Investigation. Destruction or tempering with the relevant data may lead to disciplinary action and, in some cases, may result in criminal liability for the individuals involved.
Solenis has a strong interest in maintaining the confidentiality of any information related to the Investigation Process.
Under this policy and unless instructed otherwise by the Investigators, Solenis employees are not authorized to disclose, discuss or share internally or externally, outside Solenis, any information, including recollections or personal impressions about the Investigations that the employees are or were involved in or may have become aware of.
Communications related to an Investigation are considered confidential and subject to attorney-client privilege. Such privilege shall exist between the OEC, the Legal department and Solenis, for the purpose of providing legal advice to Solenis’ Board of Directors. Communications between the Investigators and Solenis employees invited to participate in the Investigation Process, particularly in Investigation interviews, shall not create attorney-client relationship and privilege between the Investigators and such employees.
Because Solenis controls the privilege, the company may share the information gathered during the Investigation Process with Solenis’ Board of Directors and third parties, including government authorities, if necessary, without the employees’ consent.
Violation of any of the requirements under this policy may result in disciplinary action, including employment termination. Under certain circumstances, a policy violation, particularly if it concerns destruction of the relevant evidence, may lead to criminal liability for the employees involved.
Training on this policy will be provided as necessary.
Solenis’ general counsel is responsible for implementation of, and amendments to, this policy.
There are no exceptions to this policy.
This applies to Solenis.