KAEFER’s Executive & Administrative Boards
KAEFER’s Administrative Board consists of eight members, whereof one member identifies as female, with both KAEFER Holding SE & Co. KG and SMS Altor Holding SA nominating four each. The Administrative Board determines fundamental guidelines for our business activities, supervises their implementation by managing directors, provides support to the Group Management Board, and consults on important business, operational, and financial matters. The Administrative Board also serves as a forum where the partners contribute their respective expertise and know-how. Meetings of the Administrative Board are convened at least four times a year and include regular ESG-related topic updates. Decisions are generally made via a majority vote, with current members appointed until the conclusion of the KAEFER Management SE Ordinary Shareholder Meeting in 2027.
KAEFER’s Executive Board is the group’s highest executive body, with overriding responsibility for group management, the supervision of day-to-day management and operations, and compliance. The board focuses on strategic development, the implementation of standards and systems, and the promotion of regional activities. Members of the Executive Board are appointed by and report directly to KAEFER’s Administrative Board.
Outlook 2023 In October 2022, a change to KAEFER’s Executive Board was announced. As of January 2023, Dr. Roland Gärber will become the company’s sole CEO. Head of Corporate Finance Karsten Wirth is taking on the role of CFO. Sandro Barrach, Managing Director of RIP Serviços Industriais (KAEFER’s Brazilian subsidiary) is joining the board as COO on 1 April 2023.
At KAEFER, compliance is everybody’s business
As a global company, we make sure that all KAEFER employees understand their responsibilities and feel supported in their decision-making. We operate in accordance with principles for good governance in order to avoid any risk of unethical business practices. We define compliance as a series of internal rules and procedures that are voluntarily adopted by a company to prevent, detect, and resolve conduct or practices that are illegal or that fail to abide by the company’s ethical and business standards.
KAEFER’s Code of Business Conduct outlines the company’s corporate goals and values, defining how it affects the work and conduct of each member of the KAEFER team and making explicit our determination to fight corruption in all its forms. The KAEFER Code of Business Conduct is reinforced by numerous, supplementary rules. We have zero tolerance for unethical behaviour such as inappropriate gifts, entertainment, or other business courtesies. To prevent trading with “blacklisted” companies, KAEFER takes active measures and conducts continuous sanction screening of all business contacts, e.g. employees, clients, suppliers.
KAEFER’s Executive Board has ultimate responsibility for compliance, exercised through a risk-based Compliance Management System (CMS) under the leadership of the Group’s Chief Compliance Officer, to whom Local Compliance Officers at all KAEFER entities report directly.
Local Compliance Officers manage issues or violations where they occur, taking responsibility for concerns or questions, including but not limited to:
- Business Partner Due Diligence
- Anti-Corruption & Bribery
- Donations and Sponsoring
- Conflicts of Interest
- Cash Transactions
- Whistleblowing and the Protection of Whistleblowers
- Fraud Prevention & Detection
A 2021 Compliance Culture Survey at KAEFER demonstrated that employees – in all countries and at all levels of the company – are familiar with the KAEFER Code of Business Conduct and understand the importance of following compliance procedures. Respondents also indicated they:
- are able to talk openly with superiors about compliance-relevant topics and suggestions for improvement.
- would report violations (such as corruption, fraud, or theft) of the KAEFER Code of Business Conduct or internal guidelines to their supervisor, Local Compliance Officer, or via the KAEFER Compliance Helpline.
Reporting of violations
KAEFER takes compliance very seriously as KAEFER wants to avoid fundamental risks, ensure sustainable business success and build up and maintain trusting and reliable relationships with colleagues and business partners. This is of the highest value and must be protected.
KAEFER believes that direct exchange on a personal level is often preferred which underlines KAEFER´s open communication and trusting working environment. Suspected or actual misconduct can be reported via various channels. If personal communication is not an option, the KAEFER Compliance Helpline can be used.
The KAEFER Compliance Helpline is a secure, web-based reporting system, hosted by an external provider - that can be used by employees, suppliers, clients and other stakeholders to report suspected or actual violations of applicable law, KAEFER standards and policies in a structured process. It is also possible to report anonymously.
When a report is received, a member of the Compliance organisation evaluates whether an indepth investigation is required and initiates the relevant steps. All information received is treated confidentially in line with legal requirements.
KAEFER’s Compliance Helpline which was introduced in 2018, was updated in 2022 and now also serves as grievance mechanism for KAEFER’s new Supplier Code of Conduct and Human Rights Policy.
Data ethics and IT governance
KAEFER’s Code of Business Conduct includes a data privacy commitment to treat personal information confidentially and protect it according to applicable laws. Further rules, policies and guidelines covering the whole IT service lifecycle, enable KAEFER to manage IT risks effectively, ensure secure and fail-safe provisioning and operations of IT services, and align IT activities with KAEFER’s overall business objectives. KAEFER’s IT Governance framework also incorporates Critical Security Controls (Version 8) from the Center for Internet Security (CIS) – a prescriptive, prioritised, and simplified set of cybersecurity best practices and safeguards against the most prevalent cyberattacks on systems and networks.
Moreover, the framework ensures that IT operations and project delivery in our global IT organisation are executed according to agreed principles and quality standards. Our goal is to deliver user-focussed, high-performing, and reliable IT services without compromising on data protection and security standards.
In the third quarter of 2022, KAEFER launched a global IT security awareness campaign and committed to train at least 90% of all relevant employees in each country in IT security by the end of 2023. The global IT security awareness campaign consists of an e-learning module designed to familiarise employees with the various forms of IT security risk, explain protocols in the event of security incidents, and provide guidance on identifying and mitigating associated risks. At the end of February 2023, more than 2,000 employees (66% of the total target group) had completed the training.
Internal audits provide objective assurance and insight on the effectiveness and efficiency of risk management, internal control, and governance processes. A team of internal auditors regularly monitor and evaluate our risk management processes and controls. Within the three lines of defence model, the internal audit functions main roles are to ensure that the internal governance processes are operating effectively as well as advising on improvements. Where their evaluations identify issues, the auditors draw up action plans with the relevant managers and put measures in place to monitor progress against agreed goals. KAEFER internal audits include on-site inspections and frequent (re)evaluations of our CMS.
KAEFER has no significant role in an association or advocacy organisation and does not provide substantive funding beyond routine membership fees. KAEFER is a member of many local industry associations (covering relevant activities such as industrial insulation, scaffolding and construction). Typical memberships include the European Industrial Insulation Foundation, Thermal Insulation Contractors Association in the UK, the National Shipbuilding association Finland, and the Constructional Engineering Association of South Africa.
Although we take an active role in some of these associations, we do not regard it as within our remit to seek to influence their mission(s) and/or objective(s).
We are one team with many diverse and individual voices, sharing values across all entities, countries, and regions. Built on trust, our values guide us in everything we do.
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KAEFER’ Ethical Frameworks
An ethical, legally binding framework of rules for a globally active company All our policies follow the UN Global Compact principles on issues concerning human rights, working conditions, the environment, and anti-corruption.