Novus International
About Novus
Part: 01
Collaboration
Part: 02
Community
Part: 03
About this Report
Part: 04

Governance and Ethics at Novus

Corporate Governance 

Novus is committed to maintaining the highest standards of corporate governance and taking the necessary measures to ensure that best governance practices are upheld. First and foremost, Novus acts in accordance with the law and all applicable regulations in every country in which Novus has a presence. Beyond the law, Novus aspires to achieve the highest possible standards of corporate ethics and integrity in all actions and in respect of all Novus stakeholders. 

novus international board of directors

The 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 are currently 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. 

"At Mitsui USA, our mission is to “strive to contribute to the creation of a future where the aspirations of the people can be fulfilled.” 

In a world where so many people suffer from economic hardship and food insecurity, one of the ways we strive toward fulfilling our mission is through our connection with Novus, a company which makes a strong contribution to creating a sustainable future and raising the quality of life. 

Although the words of the Mitsui USA and Novus mission statements may be different, our direction is the same and our values are shared. Mitsui USA is proud to be a shareholder of the Novus enterprise. As Chairman of the Board, I, together with the other Directors, lead the strategic direction of Novus, contributing to the shared values that Novus creates through its science-based innovative solutions for sustainable agriculture. As I have come to know the Novus leadership, I have been deeply impressed with their passion and commitment to fulfilling the Novus vision in a sustainable and ethical manner." 

Susumu Katagiri,
Chairman of the Board, Novus and SVP & DOO, Chemicals Division, Mitsui & Co. (USA), Inc. 

The Chairman of the Board is a representative of Novus’s major shareholder, Mitsui & Co. (USA), Inc., or its shareholder, Mitsui & Co., Ltd., and is not an executive officer of Novus. Currently, this position is held by Mr. Susumu Katagiri, who serves as an Associate Officer of Mitsui & Co. (USA), Inc., and the Divisional Operating Officer of the Chemicals Division, Americas Business Unit. 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 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.

In 2010, Novus purchased this oil-on-canvas painting in support of the Vassar Haiti Project. This project, founded in 2001, is a collaborative volunteer effort supporting the welfare of artists in Haiti and the education and nutrition of school children in the village of Chermaitre, located in the mountains of rural northwest Haiti. The Project generates the majority of its revenue from the auction and sales of Haitian artwork and crafts. The bright color palette and whimsical composition present in “Rooster Advice” is typical of Haitian paintings and complements the hopeful message of the Vassar Haiti Project.

Rooster Advice by Jean Claude Paul Haiti
Rooster Advice by Jean Claude Paul, Haiti.

Committee

Membership

Key Purpose

Audit Three Novus Directors appointed by the Board of Directors. Assist the Board in fulfilling its responsibilities with regard to the integrity of Novus’s financial statements, system of internal control, audit process and monitoring compliance with laws and regulations.
Employee Benefits The President and CEO, CFO, and Secretary of the Board appointed by the Board of Directors. To ensure equitable treatment of all employees in Novus Benefit programs.
Executive Compensation Three Novus Directors appointed by the Board of Directors. To set the annual compensation for the President, and compensation ranges for the Executive Management Team and in general ensure that Novus’s compensation policy is fair, competitive and appropriate to the company’s strategic objectives.
Compliance Eight Members of Novus Executive Management team including the CEO, CFO and the General Counsel. Monitor and ensure compliance of Novus with all laws and regulations including policies and standards relating to compliance.
Risk Four Members of Novus Executive Management team: CFO, General Counsel, SVP Operations and Head of Internal Audit. This is a sub-committee of the Audit Committee and acts to assist the Audit Committee by identifying major strategic, operational, regulatory, information and external risks inherent in the Novus business.

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 HQ, where appointed managers from Mitsui & Co. (USA), Inc., and Nippon Soda Co., Ltd., work alongside the Executive Management team to ensure timely communication with the Board of Directors on all relevant matters. 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, therefore, 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 Management program, major charitable donations and community activity and adherence to ethical practices.

Behaving Ethically at Novus

Novus Integrity Systems Ethical behavior in all that we do, including in our interactions with our stakeholders, is of fundamental importance to Novus. Novus's ethical framework is embodied in the Novus Integrity System (NIS). Adopted by the Novus Board in 1998, the NIS defines policies and expectations of all employees with regard to conflicts 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 employees are asked to review the NIS once a year and actively confirm with their signature that their behavior is compliant. For the reporting year 2011, 90% of employees fulfilled this requirement.

Behaving Ethically at Novus

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 webbased 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 Novus Integrity System. This report was fully investigated under the leadership of Novus's General Counsel. Minor management inconsistencies were discovered and corrective action was immediately taken.

Ensuring Compliance and Managing Risk

Novus's Chief Compliance Officer is appointed by the Board of Directors and reports to the Board both as needed and on an annual basis with respect to all matters relating to compliance. One Compliance Leader is appointed in each Novus region to ensure information is properly communicated and to assist in monitoring global compliance. During 2011, the Novus Compliance Team was strengthened with the addition of one full-time person from Novus's operations in Spain to support compliance and regulatory requirements for Novus in Spain where Novus maintains the Novus Research Center of Excellence and manufacturing operations.

"Novus has managed to deliver another year of expansion and growth with no significant governance, regulatory or legal issues. As the business grows and expands, there is a constant need to be vigilant in all areas of potential risk and ensure compliance at all levels, so we never rest on our laurels."

Alice Sterkel
Vice President, General Counsel and Chief Compliance Officer

Anti-corruption is an important aspect of Novus's compliance performance. During 2011, all five Novus business units were analyzed for risks related to corruption, covering 100% of the Novus business. As part of each new employee's training in the Novus Integrity System, they receive training in anti-corruption policies and procedures. Refresher courses for existing employees are executed based on management recommendations and all Novus employees are requested to positively affirm their compliance with the Novus Integrity System on an annual basis, in writing.

Rigorous 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 by Mitsui & Co. (USA), Inc., a Novus shareholder and co-owner. The Mitsui 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 at Novus

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 sustainability-related matters, including vendor selection and environmental considerations.

Protecting Human Rights

Novus adheres to strict standards of respect for and compliance with human rights regulations with regard to all those who are affected by Novus or interact with Novus in any way. The Novus Integrity System (NIS) is the cornerstone of our approach to human rights and all business practices are in line with the NIS. During 2011, there were no significant incidents of discrimination or complaints relating to any of Novus's operations. Novus takes complaints seriously and ensures that all relevant employees receive training to better understand their role in ensuring a workplace free of discrimination or harassment.

Novus's Position on Influencing Public Policy

Novus's mission is "to make a clear difference in sustainably meeting the growing global need for nutrition and health." Novus works toward this mission by providing innovative nutritional solutions which have positive impacts on global food security and sustainability. While Novus recognizes the massive influence political, economic and regulatory decisions can have on global and local food security, Novus does not participate directly in public policy development, lobbying or any form of affiliation with political parties and makes no cash donations to any political parties or candidates. Novus combines resources with those partners who share similar goals and core values, including trade associations, industry associations and with non-governmental organizations (NGOs). Novus maintains memberships with more than 170 trade and industry associations around the world. Additionally, Novus works in partnership with several trade and industry associations and nonprofit organizations to advance sustainable agricultural practices and food security, health and nutrition issues for the benefit of all. Novus believes that when organizations combine resources of infrastructure and human capital, together they can make exponential impacts.

Managing Sustainability at Novus

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 HQ. Given that the core business of Novus is inherently designed to deliver sustainable outcomes, sustainability considerations are seamlessly integrated in all business decisions. Novus employs a Chief Sustainability Officer (CSO) who 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 (Environment, Health, Safety and Security) and Internal Audit functions.

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