Preventing the risk of corruption
The law of 9 December 2016 on transparency, the fight against corruption and the modernization of the economy, known as the "Sapin II" law, which introduced new measures.
Eight pillars are thus prescribed for businesses meeting the criteria of size and annual turnover: a code of conduct, an internal whistleblowing system, a risk mapping, procedures for assessing third parties, accounting controls procedures, a training programme, disciplinary sanctions and internal control procedures to assess the efficiency of the measures.
The Code of Conduct Ethics and Compliance
The Code of Conduct Ethics and Compliance is the cornerstone of the anti-corruption arrangements required by the law. Integrated with the Company’s internal regulations, it constitutes the reference text for the prevention of corruption, describing the conduct required and setting the rules to be followed by all employees.
Its purpose is to protect employees by clearly setting out what is allowed and what is prohibited, enabling them to identify situations of risk and showing them the proper behaviour to adopt.
It aims to ensure the preservation of EDF’s culture of integrity.
The Code of Ethical Conduct Ethics and Compliance was delivered to all employees of EDF SA in the second half of 2017.
The roll-out of the Code of Conduct Ethics and Compliance was accompanied by a programme of awareness-raising.
EDF’s whistleblowing system, managed by the Ethics and Compliance Division, enables any employee acting in good faith to flag up a violation of the Group Code of Ethics, the Group Ethics and Compliance Policy and, from 2017, the Code of conduct Ethics and Compliance, confidentially and securely. Since it meets the conditions provided by the "Sapin II" law it benefits from special protection and immunity from criminal liability.
The input interface is a page of the EDF website allowing the whistleblower to indicate the subject of the alert and to describe its main features. The whistleblowing system is accessible 7 days a week, 24 hours a day and whistleblowers receive an acknowledgement within 72 hours, notifying them that their alert is being processed. In line with the zero tolerance policy, each alert is processed.
The aggregate annual results are presented to the Corporate Governance and Social Responsibility Committee of the Board of Directors.
In 2017 the Group Ethics and Compliance Division worked on bringing its whistleblowing system into line with both the requirements established as of the beginning of 2018 by the "Sapin II" law and those relating to EU developments, notably the new General Data Protection Regulation (GDPR) from May 2018 onwards.
This instrument allows the Group entities to identify the risks associated with their activities and then to view them on a map of the ethics and compliance risks. Based on this, the entities draw up action plans appropriate to their operational contexts to prevent and mitigate these risks. This work meets the requirements of the regulations applicable to the Group1, the recommendations of international organisations2, and the best practice identified among groups comparable to EDF.
(1) Federal Corrupt Practice Act in the US, United Kingdom Bribery Act in the UK, Law no. 2016-1691 of 9 December 2016 known as "Sapin II" in France.
(2) World Bank, OECD, Organisation for Economic Co-operation and Development, International Chamber of Commerce (ICC), Transparency International.
Integrity checks on business relations
Integrity checks on business relations is the subject of a specific memorandum of instructions in application of the Group Ethics & Compliance Policy.
Applicable since 1 January 2017, it defines the third party evaluation procedures to be implemented by the Heads of Ethics and Compliance of the entities before any commitment and throughout the course of the relationship.
The control procedures defined in EDF are presented in its supporting guide to the fight against fraud accompanying the memorandum of instructions on the fight against fraud of 18 April 2017. The control procedures defined for the various processes (procurement, sales, treasury, personnel, fixed assets-stock, accounting) meet the objective of the "Sapin II" law.
The Group Ethics and Compliance Division has designed a specific training programme on the prevention of corruption, and provides deployment tools for all employees. It coordinates a network of professionals in the various entities and has a dedicated forum on the Group intranet.
The Group Ethics & Compliance Division has put in place a training course on “Prevention of the Risk of Corruption” thus meeting the requirements of the "Sapin II" law. It has been specifically defined as of mid-2016 for directors and managers. This digital training course, which is mandatory for directors, was rolled out in 2017 to managers and exposed personnel.
Furthermore, the Group Ethics and Compliance Division has produced awareness-raising videos on the nine subject areas of the Group Ethics & Compliance Policy and made them available on the ethics and compliance intranet.
The nine subject areas are: privileged information; international sanctions; harassment and discrimination; the fight against corruption; the fight against fraud; sector regulations; security of personal data; competition law and conflicts of interest.
Complementary to this, the Group Legal Division and Group HR Division offer an e-learning module called “Preventing corruption” designed for all employees: this programme deals operationally with the right conduct to adopt in situations involving business relations, conflicts of interest and gifts.
In the framework of its policy of zero tolerance, any employee of EDF SA breaking the rules laid down by the Code of Conduct Ethics and Compliance is liable to the sanctions provided by Article 6 of the Statutes for Electricity and Gas Industry employees and in the provisions of the French Labour Code. Depending on the circumstances and situations, the penalty may range from a warning to dismissal.
The internal control and evaluation system
In order to make sure of the appropriateness and effectiveness of the measures for preventing and detecting any breach of ethics or failure of compliance, in 2016 the Group Ethics and Compliance Division put in place a dashboard enabling entities to evaluate the degree of deployment of each key requirement. The exercise meets the internal control requirements defined by the Group Ethics and Compliance Policy by allowing the implementation of the measures to be controlled, breaches to be identified and corrective measures established.
The Group Ethics and Compliance Policy having established the prevention of the risk of corruption as a priority, the Group Ethics and Compliance Division has defined a specific mechanism for the following two high-risk practices: Guidance on gifts and hospitalities and conflicts of interest.
Guidance on gifts and hospitalities
The Ethics & Compliance Policy obliges directors to put in place in their entities a system governing gifts and hospitalities appropriate to their activities.
Conflicts of interest
The Group Ethics & Compliance Policy obliges Group directors to implement a system to prevent conflicts of interest and raise employee awareness of hight-risk situations, provide a system for employees to declare their links to bodies in which they have a personal interest (elective mandates, corporate mandates, etc.), and an obligation to withdraw from an activity in the event of a potential conflict of interest.
The Group Ethics & Compliance Division has developed internal instruments for raising awareness of all employees to situations of conflict of interest.