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The Board of Directors is committed to the highest
standards of corporate governance practices, which are
essential to the success of the Company and to the enhancement
of shareholder value.
The Board appoints various committees including a Corporate
Governance Committee composed of independent (non-Alcan
management) directors, and an Environment, Health and
Safety Committee.
The Corporate Governance Committee has the broad responsibility
of regularly reviewing corporate governance practices
in general within Alcan. In addition to outlining responsibilities
for the Board of Directors as well as the Chairman and
the Chief Executive Officer, one of the main duties
of the Corporate Governance Committee is to monitor
the size and composition of the Board to ensure that
it functions independently of Alcan management. Alcan's
Board of Directors regularly reviews its corporate governance
practices in light of developing requirements in this
area. As new provisions come into effect, the Board
will reassess its corporate governance practices and
implement changes where appropriate.
The Board's EHS committee, which is required to include
a majority of independent Directors, is responsible
for reviewing and making recommendations to the Board
of Directors on Alcan's major environmental, health
and safety risks and our policy, management practices
and performance.
Furthermore, at the operations level, Alcan's
Worldwide Code of Employee and Business Conduct
ensures that consistent ethical guidelines are in force,
both internally for employees and externally in dealing
with customers and suppliers, no matter where an Alcan
facility is located. This Code of Conduct includes policies
and guidance related to human rights and ethical business
behaviour, which is especially relevant as we expand
into territories or regions where business practices
may differ from ours or where human rights may not be
subject to a fully functioning system of protections,
environment, health and safety, anti-corruption and
more.
An Office of the Ombudsman is also in place with a
senior-level Ombudsman for Alcan as a whole, and Ombudsmen
in each Alcan business group. The primary role of the
Office is to monitor overall compliance with the Code
of Conduct and its uniform application across functions
and business groups.
The Office of the Ombudsman develops and oversees incident
management processes, and reports to management and
the Audit Committee of Alcan's Board of Directors on
performance relative to the Code of Conduct. Employees
may also contact the Office of the Ombudsman directly
as a final resource for assistance.
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