Compliance with ethical principles
The Bouygues group endeavours to comply with the strictest rules for the conduct of its business and to ensure that managers and employees adhere to shared values. It pays particular attention to prohibiting and preventing anti-competitive practices, unfair competition and corruption. For several years, Bouygues SA, Bouygues Construction, Bouygues Immobilier, TF1 and Bouygues Telecom have renewed their commitment to the UN Global Compact, one of the principles of which is to eradicate corruption in all its forms, and report back on an annual basis on the measures undertaken in this domain.
The Ethics and Sponsorship Committee
Created in 2001, the Ethics and Sponsorship Committee, an offshoot of the Board of Directors of Bouygues, helps define the Code of Conduct and principles underpinning corporate behaviour applicable to senior management and employees alike. The committee makes recommendations or gives an opinion on initiatives aimed at promoting exemplary ethical conduct in business. It also ensures compliance with the values and rules of conduct thus defined. The boards of directors of Bouygues Construction, Bouygues Immobilier, Colas and Bouygues Telecom have set up their own ethics committees along the same lines as the parent company. Bouygues appointed a Group ethics officer in 2006, and each business area has today its own ethics officer as well.
The Group Code of Ethics
The Group’s Code of Ethics has been distributed to all Bouygues group employees since 2006. An updated version is currently being produced and is due to be finalised in 2014. The Code of Ethics reminds staff that all operations within the Group, especially the negotiation and performance of contracts, must under no circumstances give rise to acts of corruption or influence peddling or related offences, irrespective of whether operations take place in the private or public sector. It reminds managers of their particular responsibilities and encourages employees to comply with the Group’s ethical principles, pointing out that they should not confront an ethical dilemma alone. Line managers, legal departments, compliance officers and a whistleblowing procedure are there to help employees deal with such situations. The Code of Ethics forbids employees to offer or grant favours or benefits, pecuniary or otherwise, to third parties. These principles, which are supplemented by internal control benchmarks and, most importantly, by the anti-corruption compliance programme (since January 2014, see below) states that while support given by representatives, consultants or intermediaries in the area of commercial dealings may be required in the sectors where the Group’s presence is reduced or due to their technical skills, calling on such intermediaries is only justified within this scope and only if the services provided are genuine. Their remuneration must be in keeping with the services and the payment compliant with internal procedures. The Group systematically initiates legal proceedings against any employee who wilfully breaks the law in the realm of business ethics.
The anti-corruption compliance programme
At the suggestion of the Ethics and Sponsorship Committee, the Board of Directors of Bouygues approved an anti-corruption compliance programme at its meeting on 21 January 2014. This document specifies and sets out the provisions of the Group’s Code of Ethics in preventing and fighting corruption.
It clearly states the position of the Group along with the resulting duties and responsibilities. It lays down the measures with regard to information, training and prevention, along with monitoring and sanctions that must be taken within each business area, on the initiative of each CEO. The programme also summarises the anti-corruption legislation that is in force. It devotes specific sections to Group rules and recommendations applicable to various practices that are prone to a risk of corruption, namely gifts and services, financing of political parties, sponsorship, use of business intermediaries and lobbying.
Senior managers are given training in ethics and the Bouygues group’s values, dispensed by the Bouygues Management Institute. Resources and training courses include an international cycle and seminars on “Respect and Performance”, “Corporate, Social and Environmental Responsibility”, the “Development of Bouygues Values” and, more recently, seminars on “Responsibility within Organisations” and “Respect and Management”. More than 700 senior executives have attended training courses since the Bouygues Management Institute (IMB) was set up in 2002.
Specific actions are taken within each business area, designed to supplement Group rules with codes of conduct suited to the characteristics of each business. The Group’s five business areas are expected to take measures to prevent, detect and deal with business practices that do not comply with its ethical principles and values. Each subsidiary also organises training courses tailored to the different levels of management. They transmit the Group’s ethical principles and values in practical ways, addressing the specific issues and risks associated with the subsidiary’s business.
“A commitment to business ethics and compliance in relation to our customers and business partners” is one of the 12 pillars of Bouygues Construction’s “Actitudes” sustainable development policy.
Bouygues Construction continues to implement an ethics policy designed to raise managers’ awareness of compliance issues. All existing training programmes for sales staff and future managers include an ethics and compliance module. An entire ethics and compliance training course is available. The programme is implemented within each Bouygues Construction entity through training modules targeting specific categories of employees. In addition, an ethics component has been added to training for young and seasoned managers viewed as high potential. Furthermore, legal training is taken by buyers that have been in their posts for less than a year. Altogether, more than 50 training modules relating to business ethics are delivered every year.
At Bouygues Immobilier, presentation of the Code of Ethics is an integral part of the induction process.
A training module on “Business ethics and fighting anti-competitive practices in property development” has been provided since 2011. In addition, twice yearly, an Ethics and Sponsorship Committee meets to control and approve the terms for conducting sponsoring actions carried out by Bouygues Immobilier and its subsidiaries. The Code of Ethics is reviewed annually at one of these committee meetings.
Bouygues Telecom’s approach to business ethics aims to help staff navigate through the issues inherent in its operations, especially in terms of respect for customers, protection of their personal data and free competition.
The policy is conveyed to all staff using various media and resources, i.e. through the Code of Conduct (which is available on the internet), a business ethics guide (to be revised in depth in 2014) and an e-learning module. A structure for implementation of these rules is planned for 2014.
Colas has long had rules to promote compliance with business ethics and standards of integrity, contained in a code of conduct and a brochure on management principles, in connection with the Bouygues group Code of Ethics.
Given the group’s decentralised structure and the large number of employees in a position to enter into contracts, particularly with public sector customers, risks associated with business ethics cannot be eradicated with complete certainty. That is why training and refresher courses, including in audit and reporting, are regularly provided in programmes that aim to cover all subsidiaries. The main initiatives include:
- seminars organised by the Legal Affairs department as part of a multi-year programme that aims to cover the entire Colas group. This is supplemented by training programmes provided by the subsidiaries themselves. Regular refresher courses about the issue are given in all meetings of subsidiaries, executive management committees and senior management teams and at Colas group level;
- at US subsidiaries, implementation of a special communication and training programme on ethical issues in connection with compliance with the Federal False Claims Act. Staff can call an anonymous hotline to raise the alarm on ethical issues: 23 such alerts were handled in the US last year. An online training course on ethics has been set up, available to all staff that possess an email address;
- in Canada, the position of Ethics and Compliance Officer was created on 24 July 2013. A circular was sent to all staff in Canada restating the undertakings of Colas group in the areas of ethics and compliance, along with its zero-tolerance policy in these matters. Two training courses were delivered in 2013 to all managers of the subsidiary Sintra, in Quebec, on the risks inherent in operations within this province. Lastly, a hotline was set up for the reporting of all cases of proven or suspected misconduct in this area (see Chapter 4 “Risk Factors”).
These initiatives will be maintained and expanded in 2014.
In 2013, TF1 opted for its own Code of Ethics, so that the specific nature of its business can be better taken into account.
A whistleblowing procedure will also be put in place. The Code of Ethics, which is currently being drafted, will be supplemented by four compliance programmes on major issues: anti-corruption, conflicts of interest, competition and stock-market affairs. Three charters will be appended to the code to deal with more specific themes relating to certain types of operation: a corporate relations charter, an editorial charter and a responsible purchasing charter. The work is being spearheaded by the Corporate Secretary of TF1 group, who also oversees business ethics, with help from legal, financial, human resources, editorial and CSR departments and will be available in 2014.
(Updated: January 2016)