The Board of Directors is Novus’s highest governing body and
represents the interests of Novus’s shareholders and all stakeholders. The
Board determines Novus’s long-term strategy, ensures that the necessary
practices for risk management and compliance are in place, appoints the
executive management and guides Novus management in regard to overall
sustainable business practices. Novus’s Board of Directors is composed of
12 members, reflecting the ownership and management structure. All members
of the Board of Directors currently are male. All but one of the Board
members are non-executive.
The shareholder representatives of the Board of Directors are selected
by the two shareholders based on their skills and experience, judged to be
commensurate with leadership of a large business such as Novus. As
directors of a corporation formed under Delaware law, each director owes
duties of care, loyalty and good faith in the management of the
corporation’s affairs. If a director breaches those duties of loyalty and
good faith, he may be personally liable to the corporation or its
shareholders for such breach. Thus, the very nature of the directors’
duties requires each of them to avoid conflicts of interest that could
arise between the director and the corporation and its shareholders.
The Chairman of the Board is a representative of Novus’s major shareholder,
Mitsui & Co. (U.S.A.), Inc., or its shareholder, Mitsui & Co.,
Ltd., and is not an executive officer of Novus. Currently, this position is
held by Mr. Katsurao Yoshimori, who serves as an Associate Officer of
Mitsui & Co. (U.S.A.), Inc. The President and CEO of Novus, Thad
Simons, also is a member of the Board of Directors.
Compensation of non-executive Board members is determined by the
shareholding companies in line with compensation policies for their
employees and is not directly linked to the financial performance of Novus.
The Board of Directors assesses its own performance against economic,
social and environmental factors on an annual basis at a Board meeting
discussion in which performance against established targets are reviewed
and insights are gained for the following year’s program.
The Novus Board of Directors maintains five committees which assist the
Board in fulfilling its responsibilities to ensure that Novus operates in
accordance with the law and with financial, social and environmental
Shareholder Recommendations to the Board
Novus is a privately held company with two large shareholders who are
represented both on the Board of Directors and also at Novus headquarters,
where appointed managers from Mitsui & Co. (U.S.A.), Inc., and Nippon
Soda Co., Ltd., work alongside the Executive Management team. Employees who
may wish to make recommendations to the Board of Directors are encouraged
to do so through the office of the President and CEO.
Board Engagement in Sustainability
Both of Novus’s parent companies demonstrate their corporate leadership and
responsibility by publishing annual sustainability reports. Board members
are familiar with sustainability principles and take a keen interest in the
way Novus integrates sustainability into our business practices. The Board
of Directors formally assesses Novus’s sustainability performance on an
annual basis. Throughout the year, Novus department heads provide briefings
to the Board at quarterly meetings. Board reports cover many topics,
including compliance, environmental indicators, safety, Novus’s Responsible
Care program, major charitable donations, community activity and adherence
to ethical practices.
Ensuring Compliance and Managing Risk
Novus’s Chief Compliance Officer is appointed by the Board of Directors and
reports to the Board as needed and on an annual basis on all compliance
matters. One Compliance Leader is appointed in each Novus region to ensure
information is properly communicated and to assist in monitoring global
Anti-corruption is an important aspect of Novus’s compliance performance.
During 2012, all Novus business units were analyzed for risks related to
corruption, representing 100 percent of the Novus business. All new
employees receive training in the Novus Integrity System (NIS), which
includes anti- corruption policies and procedures. Refresher courses for
existing employees are conducted as required.
Financial and Compliance Auditing
Novus is financially audited every year, on a quarterly basis, by three
independent firms. During 2011, a very thorough audit, focusing on
compliance, was completed. The team of auditors visited 29 Novus world
offices and facilities, involving a large number of Novus employees.
Findings from the audit were communicated to Novus in March 2012 and all
key processes audited were found to be consistent with expected good
practices for governance and compliance. Opportunities to improve included
ensuring that key strategic decisions are incorporated more effectively
into annual budgeting processes, increased frequency and scope of reporting
to the Board of Directors regarding strategic projects and revision of
guidelines for hiring external transportation companies in certain
countries of operation. All these items have now been addressed.
Novus maintains an Internal Audit Group which complements the rigorous
financial internal and external auditing, focusing on accounting and
operational processes. This is maintained globally and enables Novus to
identify business processes which require improvement and to take action.
In addition to process audits, Novus also conducts location audits,
comprehensively assessing processes across the entire operation in a
specific country location. Business process audits typically include the
knowledge of Novus people about matters related to sustainability,
including vendor selection and environmental considerations.
Insights from David Dowell
Director, Internal Audit, EHS&S, QA and CSO
“This report signals another year of advancing our mission using
sustainable principles and practices. This is our fifth report and a
significant step in our ongoing journey. In the coming year, we intend to
reassess where we are and develop a revised strategy going forward. The key
areas of opportunity will be in our environmental practices in our own
operations and in our supply chain with our suppliers. Also, we will look
to collaborate with customers on issues relating to sustainability so that
we can be as good a partner to them as we expect our suppliers to be to
We strive to be ethical an act with integrity at all times. Our ethical
framework is embodied in the NIS, which defines policies and expectations
of all employees with regard to conflict of interest, all forms of
corruption, insider trading, intellectual property, antitrust and
international competition laws, environmental protection, health, safety
and security, anti-harassment and non- discrimination, data privacy,
records management, whistle blowing and more.
The NIS is accessible to employees in different countries in six languages:
English, German, Portuguese, Spanish, Thai and Chinese. All new employees
are trained on the NIS as part of their company orientation and all Novus
employees are requested to positively affirm their compliance with the NIS
in writing on an annual basis. For the reporting year 2012, 90 percent of
employees fulfilled this requirement.
Novus offers a range of options to make it easy for employees to report
suspected breaches of the NIS, either in person or anonymously, without
fear of reprisal. These include reporting to a Manager, a Human Resources
Manager, the Compliance Officer, a telephone report to the NIS Message
Service, a web-based report via an external service (Ethics Point) or by
letter to the Novus Legal Department. During 2011, one suspected breach was
anonymously reported through the Ethics Point service, alleging that
certain Manager decisions were not in line with the NIS. This report was
fully investigated under the leadership of Novus’s General Counsel. Minor
management inconsistencies were discovered and corrective action was
Protecting Human Rights
We adhere to strict standards of respect and compliance for human rights.
The NIS is the cornerstone of our approach to human rights and all business
practices are in line with the NIS. During 2012, there were no significant
incidents of discrimination or complaints relating to any of our
operations. We take complaints seriously and ensure that employees receive
training to better understand their role in ensuring a workplace free of
discrimination or harassment.
Sustainability at Novus is led by the President and CEO and is integrated
into all Novus operations via the World Area Business Teams in all parts of
the world and by supporting staff functions at Novus headquarters. The core
business of Novus is based on products and services which deliver
sustainable outcomes. Our Chief Sustainability Officer (CSO) leads the
development of sustainability strategy and supports the integration of all
aspects of sustainability into Novus’s business and business processes
throughout the different parts of Novus’s global organization. The CSO is
directly accountable for the Quality Assurance, EHS&S and Internal