Governance policies and guidelines

Articles of Association cover the regulations for the company's organization, including information on shareholder rights and its purpose.

Organizational Rules are based on art. 716a and 716b of the Swiss Code of Obligations and on art. 10.2 of the Articles of Incorporation of Sika AG. They define the duties, powers, and responsibilities of the following executive bodies of Sika AG and the Sika Group:

• the Board of Directors (“Board”) and each of its members; 
• the Audit Committee (“AC”)*; 
• the Nomination and Compensation Committee(“NCC”)*; 
• the Sustainability Committee (“SC”); 
• the Chair of the Board (“Chair”); 
• the Vice-Chair of the Board; 
• the Chief Executive Officer (“CEO”); 
• the Vice Executive Officer; 
• the Group Management (“KL”) and each of its members; 
• Board of Directors of local subsidiaries; 
• AC, NCC and SC are jointly referred to as Board Committees.
  

Values & Principles (V&P) reflect Sika’s corporate culture through the following principles: “Customer First”, “Courage for Innovation” “Manage for Results”, “Sustainability and Integrity”, and “Empowerment and Respect”. The latter two principles constitute the foundation of Sika’s corporate culture, reflected in its Code of Conduct (CoC). At the center of that culture are two claims - “Building Trust” and “compliance with all applicable laws and rules.”

All employees joining Sika pledge with their signature to uphold these claims, the V&P, and the CoC. Every two years, Sika Senior Managers, including General Managers (GMs), are asked to renew their commitment to the V&P and CoC, to be role models through living up to their commitment, and to ensure that their local employees are trained regularly about both the V&P and the CoC.

The Sika Code of Conduct (CoC) is revised periodically to assure compliance with newly emerging regulatory frameworks. The most recent revision took place in 2022, emphasizing and strengthening Sika's commitment to human rights, labor rights (including the prohibition of child labor, forced labor or modern slavery), equality, diversity, inclusion, speak-up culture, anti-corruption, environmental protection, and overall sustainability.

The CoC today is available in 49 languages, making Sika’s corporate culture accessible to all its employees worldwide. All employees joining Sika receive a copy in local language and must confirm their commitment to the CoC. Targeted e-learnings and classroom trainings about the CoC are made available in more than a dozen languages, with all employees working digitally being asked periodically to complete these trainings. All other employees receive regular classroom trainings about those CoC principles applying to their professional activities.

The Supplier Code of Conduct (SCoC), seeks the explicit participation of all suppliers with Sika’s commitment to universal human and workers’ rights, fundamental environmental, health and safety standards, sustainable development, and corporate responsibility. Sika’s suppliers must embrace Sika’s zero tolerance policy regarding child or forced labor, modern slavery, bribery, and corruption.

Suppliers further promise to assure fair wages and working hours, the freedom of association, the right to collective bargaining, equality, diversity, and inclusion, to the extent possible under local law. They must have systems in place that ensure the proper implementation, training and monitoring of these fundamental human and labor rights among their own personnel as well as the employees of their own subcontractors and suppliers. Sika regularly performs supplier audits and assessments to monitor compliance with the SCoC’s requirements. Suppliers must immediately inform Sika about violations of the SCoC.

The Trust Policy at Sika fosters a “speak up” culture and encourages employees to report, in good faith, any instances of fraud, corruption, unfair competition, or other serious misconduct related to business activities. Reports can be directed to a superior, HR, senior management, or—if these channels are not appropriate—directly to Corporate Compliance. To support anonymous reporting in situations where contacting managers is not feasible, Sika provides the “Sika Trust Line,” an online whistleblower platform hosted on the secure servers of an external provider.

As of 2023, the Sika Trust Line has been opened for third party reporting. Third parties can also report grievances or observed misconduct via other channels such as email or phone.

The Gift & Entertainment Policy (GEP) spells out in detail Sika’s zero tolerance for bribery and corruption. It defines the formal requirements and value thresholds regarding the granting and accepting of gifts, entertainment, donations or sponsoring. Each Sika entity has adopted a localized version of the GEP, implementing not only the overall corporate guidelines but also national anti-corruption requirements. Corporate functions have adopted specific manuals (i.e., Manual of Authority, Procurement Manual) mirroring the GEP requirements.

The Legal and Insurance Manual has a section on “compliance,” which reaffirms line management’s primary responsibility to ensure compliance with all applicable local laws and internal guidelines (first line of defense). In addition, the Manual delegates the responsibilities of the second line of defense to the corporate assurance functions Compliance, Legal, Finance, Tax, Operations, Quality & EHS, etc.) and a third line of defense responsibilities to Internal Audit.

Values & Principles (V&P), reflect Sika’s corporate culture (“Customer First”, “Courage for Innovation” and “Manage for Results”) and the Group’s strong commitment to “Sustainability and Integrity” and “Empowerment and Respect.”

All employees joining Sika pledge with their signature to uphold the V&P and the CoC. Every two years, Sika’s Senior Manager Group, including General Managers (GMs), are asked to renew their commitment to the V&P and CoC , to be role models through living up to their commitment, and to ensure that their local employees are trained regularly about both the V&P and the CoC.

The importance of sustainability, in general, and sustainable solutions in particular, is underscored in the “Sustainability and Integrity” principle, which states: “Sustainability is a key component of our drive for innovation. For both buildings and motor vehicles we aim to enhance durability and improve both energy and material efficiency. We consistently make every effort to reduce resource consumption both within our own company as well as for our partners who trust in our products.”

The Sustainability Portfolio Management (SPM) methodology supports Sika’s employees in applying and using Sika’s SPM consistently. SPM is a holistic approach to evaluate, classify and position Sika’s products throughout the product life cycle, covering the most relevant aspects for Sika from sustainability and performance perspectives.

The Life Cycle Assessment (LCA) Manual defines the standards and processes to carry out LCA at Sika and is a key resource for the Product Sustainability Specialist Network. To support internal Sika units in undertaking projects to develop Environmental Product Declarations (EPDs), Sika provides EPD Guidelines, giving guidance on data collection and general processes.

Product Creation Process (PCP) Manual defines the authority, responsibilities, and procedures for creating, modifying, and offering new products and solutions to the market.

The PCP supports Sika’s vision, policies, and goals for long-term profitability and customer satisfaction. Reducing risks related to new products and systems introduction, safeguarding EHS and considering product sustainability aspects along the entire value chain are elements of the PCP.

The Sika Code of Conduct (CoC), defines the rules of behavior for the Group and all its employees. The section called “Protect Health, Safety and Environment” requires all Sika employees to fully comply with all health and safety laws and internal guidelines to protect employees, customers, the public and the environment. The CoC is available in 49 languages to ensure that all Sika employees worldwide can understand it.

All employees joining Sika receive a copy in their local language and must confirm their commitment to the CoC. E-learnings about the CoC are made available in many languages, with all employees working digitally asked to complete them periodically. All other employees receive regular classroom training and the provisions that apply to their daily work.

In the Supplier Code of Conduct (SCoC), the section “Protection of environment and health, commitment to sustainable development” highlights how suppliers must implement all applicable environmental, health, safety, and transportation standards and maintain an appropriate management system, ensuring a continuous monitoring and improvement of its operational impacts on environment, health, and safety. If appropriate, it further implements adequate management systems to guarantee the safe and environmentally sound development, manufacturing, transport, and use of its products.

The Quality Manual describes the quality management approach of the Sika Group. General principles are explained and "Sika minimal requirements" – valid for every local Sika company – on how to operate an integrated and comprehensive management system are defined. The manual also provides the basis for all local and regional quality policies. Furthermore, processes and tools are outlined on how to best implement these rules.

Sika Substance Risk Management (SSRM) Policy regulates the use of defined hazardous substances in Sika operations and in products. Depending on the category, Sika prohibits or restricts the use of these substances in products above a defined concentration limit. Use in production is subject to specific permits.

Hazard Analysis and Risk Management Policy refers to the mandatory EHS and Risk Management procedures for every Sika company, depending on their range of activities.

Regulatory and Product Compliance Guidelines are used to ensure that raw materials, products, and services are assessed according to chemical regulations to make Sika products marketable and compliant. Sika identifies and classifies all chemical substances, raw materials, and finished products according to their hazard potential in compliance with chemical regulations for registration, classification, labeling, packaging, transport, and restrictions.

Sika products must be accompanied by a Safety Data Sheet (SDS) in accordance with the country's legal requirements and in the required languages. Packaging and labeling are managed for local compliance and the Sika branding and labeling rules. Safety Data Sheets (SDS) are created using the Product Compliance Software and are reviewed to ensure that the SDS are not older than two years.

Labeling Guideline defines roles and responsibilities of regional and local organizations for all the applicable labeling requirements. It emphasizes that all packaging and labeling must be compliant with the laws and regulatory requirements in the markets where the products are sold. To assist local companies, Corporate Labeling Rules have been defined.

The guideline further strengthens the Sika brand and Corporate Identity (CI) on a global level, giving customers and users of Sika products confidence in their safety and quality.

Product Creation Process (PCP) Manual defines the authority, responsibilities, and procedures for creating, modifying, and offering new products and solutions to the market. The PCP supports Sika’s vision, policies, and goals for long-term profitability and customer satisfaction.

Reducing risks related to new products and systems introduction, safeguarding EHS and considering product sustainability aspects along the entire value chain from research to the satisfied customer are elements of the PCP.

Regulatory and Product Compliance Guidelines are used to ensure that raw materials, products, and services are assessed according to chemical regulations to make Sika products marketable and compliant. Sika identifies and classifies all chemical substances, raw materials, and finished products according to their hazard potential in compliance with chemical regulations for registration, classification, labeling, packaging, transport, and restrictions.

Sika products must be accompanied by a Safety Data Sheet (SDS) in accordance with the country's legal requirements and in the required language(s). Packaging and labeling are managed for local compliance and the Sika branding and labeling rules. Safety Data Sheets (SDS) are created using the Product Compliance Software and are reviewed to ensure that the SDS are not older than two years.

Labeling Guideline defines roles and responsibilities of regional and local organizations for all the applicable labeling requirements. It emphasizes that all packaging and labeling must be compliant with the laws and regulatory requirements in the markets in which the products are sold.

To assist local companies, Corporate Labeling Rules have been defined. The guideline further strengthens the Sika brand and Corporate Identity (CI) on a global level, which provides customers with confidence in the safety and quality of Sika products.

Values & Principles (V&P), reflect Sika’s corporate culture (“Customer First”, “Courage for Innovation” and “Manage for Results”) and the Group’s strong commitment to “Sustainability and Integrity” and “Empowerment and Respect.” All employees joining Sika pledge with their signature to uphold the V&P and the CoC.

Every two years, Sika Senior Managers, including General Managers (GMs), are asked to renew their commitment to the V&P and CoC, to be role models through living up to their commitment, and to ensure that their local employees are trained regularly about both the V&P and the CoC. Sika defines customer relationship management in the explanatory notes to the “Customer First” principle: “We are dedicated to providing and maintaining the highest quality standards with regard to our products and services.

Our commitment to innovation enables us to not only satisfy current demands, but also anticipate future expectations. All Sika solutions are designed with our customers’ success in mind, and we look to build long-lasting and mutually beneficial relationships rather than focus on short-term business. This attitude is emphasized by our corporate claim: Building Trust. We are proud and grateful that our commitment to fulfill the promise of our brand every day has made the Sika triangle – our 100 year old visual symbol – synonymous with performance, quality, reliability, and service worldwide.”

The Sika Code of Conduct (CoC), defines the rules of behavior for the Group and all its employees. The section dedicated to “Health, Safety and Environment” notes that Sika must fully comply with health and safety as well as environmental laws and internal guidelines to protect employees, customers, the public and the environment.

The Supplier Code of Conduct (SCoC), establishes expectations for the supplier network and reflects the ten principles of the United Nations Global Compact initiative, the United Nations’ Guiding Principles on Business and Human Rights, the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, the global chemical industry’s Responsible Care® program and the Conflict Minerals Regulations.

The Procurement Manual describes the principles, rules and authorities that have been defined for the procurement of direct goods (raw materials, packaging, traded goods), indirect goods and services (OPEX and CAPEX). It is addressed to all local, regional, and global procurement personnel, any other functions or Sika employees actively involved in any procurement activity. It provides the guidelines for regional and local procurement policy for all Sika organizations.

Sustainable Procurement Guidelines are an extension to the Procurement Manual. This document contains specific targets and processes related to responsible procurement practices to ensure that Sika enforces sustainability requirements along its supply chain.

According to principle 7 of Sika Code of Conduct (CoC), Sika employees are required to protect both sensitive business and person-related data.

The Code of Conduct also asks employees to follow Sika Group IT security policies and directives, protect confidential information and personal data of third parties and fellow employees, and ensure that any data processing is done fairly, transparently and in compliance with applicable local laws and regulations.

The Code of Conduct is available in 49 languages to ensure that all Sika employees worldwide can understand it. All employees joining Sika receive a copy in their local language and must confirm their commitment to the Code of Conduct. E-learnings about the Code of Conduct are made available in many languages, with all employees working digitally asked to complete them periodically. All other employees receive regular classroom training and the provisions that apply to their daily work.

The corporate website Privacy Notice available on sika.com provides information on data processing activities, including information about users' rights from a corporate perspective.

The corporate website Cookie Notice available on sika.com describes how Sika uses Cookies and similar technologies to collect and store information of Website visitors.

Countries in which a data privacy compliance project has been implemented have their own Website Privacy Notice and Cookie Preference Center adjusted to local requirements.

The Sika Data Privacy Portal focuses on privacy legal requirements established specifically in the EU, Switzerland and countries, where the corporate Data Privacy Team implemented a specific privacy compliance project with the aim of establishing a standardized data privacy compliance approach in these countries and providing a portal especially for Sika’s customers where they can exercise their privacy rights.

The IT Acceptable Use Policy ensures the acceptable use of IT services and the security of confidentiality, integrity and availability of Sika IT systems and business information. The policy gives guidance to making the right decisions as a user when it comes to protection of information and to comply with the IT Security requirements.

The Information Security Policy is the overarching policy to establish the which defines the requirement for adherence to the underlying IT Security policy framework to manage and control relevant IT Security risks. The IT Security policy framework ensures that adequate controls are in place to protect the confidentiality, integrity and availability of Sika business information and data where it is accessed, processed, transmitted, and stored.

The Social Media Policy ensures that all Sika employees understand the importance of social media channels to the Sika business, how they as individuals can contribute, and how they should act when using social media. This policy is relevant to all Sika employees and not only those who manage the official Sika social media channels.

Values & Principles (V&P), reflect Sika’s corporate culture (“Customer First”, “Courage for Innovation” and “Manage for Results”) and the Group’s strong commitment to “Sustainability and Integrity” and “Empowerment and Respect”.

The importance of economic performance primarily is underscored in the context of the principle “Manage for Results”, which states: “We aim for success and take pride in continuously achieving outstanding results and outperforming our markets. We pursue our vision and targets with persistency and a long-term view. Within our company, we believe in individual responsibilities. Functions and projects are clearly assigned. The overall profit and loss responsibility lies with the General Manager.

Sika has transparent benchmarks for financial performance following a defined strategy. Performance evaluation is based on market share, sales growth, profitability, and capital efficiency.” All employees joining Sika pledge with their signature to uphold the V&P and the CoC. Every two years, Sika Senior Managers, including General Managers (GMs), are asked to renew their commitment to the V&P and CoC, to be role models through living up to their commitment, and to ensure that their local employees are trained regularly about both the V&P and the CoC.

Controller Handbook is directed towards Group accounting and reporting. It defines the accounting framework (based on the International Financial Reporting Standards), valuation policies and management accounting practices along with reporting and disclosure requirements. It provides guidance and serves as the binding reference for all accounting issues in the Group.

Control System is a minimum standard for all local Sika companies to minimize risks and provide assurance about reliability of financial reporting, effectiveness and efficiency of operations, and compliance with applicable laws and regulations.

The Investment Manual sets the rules, principles, and practices for investment processes. It is a binding reference for all investment issues in the Group.

The Procurement Manual describes the principles, rules and responsibilities that have been defined for the procurement of direct goods (raw materials, packaging, traded goods), and indirect goods and services.

It is addressed to all local, regional, and global procurement personnel, and any other functions or Sika employees actively involved in any procurement activity. It provides the guidelines for regional and local procurement policies for all Sika organizations.

Acquisition Policy governs the specific inorganic growth level and defines the internal process, organization, and valuation principles related to acquisitions and alliances.

The Sika Tax Policy outlines the guiding principles to design, implement, and manage the Group’s Tax Strategy to achieve growth while operating in compliance with tax laws and regulations. The Tax Policy is mandatory and applies to all companies controlled directly or indirectly by Sika. The approach and principles described apply to corporate income tax and withholding tax, whilst the same principles should also be followed with respect to other taxes.