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Novus International
Valuing Our Role
Part: 01
Valuing Partnerships
Part: 02
Valuing People, Passion & Purpose
Part: 03
Valuing Governance & Transparency
Part: 04

Our Board of Directors

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.

Board Committees

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 performance requirements.

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 compliance.

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.

Internal Audit

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.

David Dowell 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 us.”

Ethical Behavior

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 immediately taken.

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 Management

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 Audit functions.

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