Corporate and Governance

We are one of diversified commercial companies. Through the scale and diversity of our industrial and marketing businesses, we responsibly supply chemicals and raw materials that are fundamental to the building blocks of life.

Our governance structure guarantees the transparency needed for us to have clarity in our positions and decisions. It is underpinned by policies and guidelines, such as the following:

  • Adopt the financial statements
  • Sustainability Policy
  • Global Climate Change Mitigation and Adaptation Policy
  • Global Anti-Corruption Policy
  • Human Rights Policy
  • Human Rights Guide
  • Suppliers’ Code of Ethics and Conduct

Venzaconducts an open and active information policy for its shareholders and other parties interested in the status (financial and otherwise) of the company. The objective is to provide quality information about developments at Venza, ensuring that relevant information is equally and simultaneously provided and accessible to all interested parties. This information is made available through annual and semi-annual reports, trading updates, press releases, presentations to investors and the Venza website. In addition, we organize analyst conferences and regular road shows to meet investors.

Venzashareholders exercise their rights at the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders. At least one General Meeting of Shareholders is held each year before 1 July.

The agenda of the Annual General Meeting of Shareholders must contain a number of items described in Venza Articles of Association or included in legislation, such as the adoption of the financial statements.

Extraordinary General Meetings of Shareholders are held at the request of the Executive Board, the Supervisory Board, or one or more shareholders and/or depositary receipt holders representing at least one-tenth of the issued capital.

Agenda topics requested in writing by one or more shareholders or depositary receipt holders who, individually or jointly, represent at least a one-hundredth part of the issued capital or whose shares and/or depositary receipts represent a market value, are included in the notice convening the meeting or announced in the same manner, provided that the request to do so is received no later than sixty days before the day of the meeting and no overriding interest of Venza prohibits their inclusion.

At Annual General Meetings of Shareholders, resolutions are passed by an absolute majority of votes cast, unless Venza Articles of Association or the law prescribe a larger majority.

Main powers of the Annual General Meeting of Shareholders

  • Adopt the financial statements
  • Endorse the conduct of affairs by the members of the Executive Board
  • Adopt remuneration policy relating to the members of the Executive Board
  • Appoint, suspend and dismiss members of the Executive Board
  • Appoint the independent auditor
  • Issue shares and grant rights to acquire shares (option rights), or delegate this power to the Executive Board for a period of time
  • Limit or exclude shareholders’ pre-emption rights when ordinary shares are issued, including granting option rights to acquire shares, or delegate this power to the Executive Board for a period of time.
  • Approve dividend proposals
  • Endorse the supervision thereof exercised by the members of the Supervisory Board
  • Adopt remuneration policy relating to the members of the Supervisory Board
  • Appoint, suspend and dismiss members of the Supervisory Board
  • Authorize the Executive Board to purchase own shares
  • Approve decisions by the Executive Board concerning major changes in the identity or nature of Venza or its business.
  • Pass resolutions on amending the Articles of Association, and dissolution, merger or division of Venza.

Our Leadership

Venza maintains a short chain of command to facilitate efficient decision-making, which ensures we act decisively to secure advantages in the interest of our partners and clients. Our executive team works in close coordination and comprises a part of the company’s private shareholder base.

Ethics and
Conduct Office

Our corporate “Do what is right” value stimulates us to act with responsibility, honesty, trust, respect and loyalty. The fundamental principles that guide the action of Venza and its subsidiaries in this area are to be found in our Code of Ethical Conduct. These principles must be followed by everyone who acts on behalf of the company: the Executive Board and employees, interns, contractors and partners. Reporting to the chairman of Venza Board of Directors, the Ethics and Conduct Office acts in accordance with our Code of Ethical Conduct, as well as good corporate governance principles and applicable legislations, including the Sarbanes-Oxley Act (Sarbox). The department’s value proposition is as follows: To promote continuous improvement in ethical awareness at Venza and guarantee for internal and external stakeholders a proactive, transparent, independent and impartial communications channel to handle allegations and complaints.

Ethics and Transparency

Venza Code of Ethical Conduct was updated in 2018, in line with our values, and it reinforces our commitment to ethics. It presents the concept of conflicts of interest and describes the types of conduct expected of employees, as well as types that are not tolerated, resulting in disciplinary measures.
To further reinforce our commitment to transparency, in 2013 we created our Ethics and Conduct Office, in order to promote the continuous enhancement of ethical awareness and to guarantee our internal and external stakeholders a proactive, transparent, independent and impartial communication channel to handle allegations.

Relations with Public Authorities

We maintain continuous dialogue with governmental authorities, preferably through industry associations, in the countries where we are present. In this way, we seek to participate proactively in the formulation of public policies and contribute to understanding of our points of view, aiming to establish or maintain a favourable environmental for the sector.

Corporate and Governance

We recognise that our operations can impact the health of our people. We set clear requirements with minimum mandatory controls to manage and protect the health and wellbeing of our employees and contractors.

Some of the harmful health risks and agents at our workplaces include exposure to musculoskeletal stressors, noise, coal mine dust, silica and diesel particulate matter (DPM). We manage our exposures with internally specified occupational exposure limits (OELs). Our OELs are in line with, or more stringent than, applicable regulated limits.

When setting OELs for our most material occupational health exposures, we monitor and review scientific literature; engage with regulators and OEL-setting agencies; benchmark against peers; and seek independent advice.

We conduct periodic medical surveillance to detect signs of potential illness at an early stage, and assist our people in the recovery and management of illness that is a result of exposure at our workplace.In line with Our Charter and our culture of care, we undertake activities to enhance the physical and mental wellbeing of our employees. This includes the provision of preventative health measures, such as influenza vaccinations, gym facilities, healthy food alternatives at our worker accommodation camps, and a Mental Health Framework focused on awareness, support and pro-active management of mental wellbeing.

Ourvalue of Sustainability articulates safety as a fundamental element.

The safety of our people and the communities in which we operate always comes first. Our working environments by their nature expose our employees and contractors to risk. This is why our objective is to identify those risks and implement controls. Our material safety risk assessments include potential community impacts and controls to mitigate these broader impacts.

We committed to a set of global safety priorities in FY2016 that continue to guide our decision-making and approach to safety. These four focus areas are:

  • Reinforce that safety comes before productivity;
  • Focus on in-field verification of material and fatal risks;
  • Enhance our internal investigation process and widely share and apply lessons; and enable additional quality field time to engage our workforce.