Messer Compliance Management System

The Messer Compliance Management System (Messer CMS) is our organizational concept that describes the value system of the Messer Group and its practical implementation, as well as defining related responsibilities. It represents a binding framework for actions to handle conflicts of interest and to comply with applicable laws, regulatory provisions and external / internal operational rules in all business areas of the Messer Group. The Messer CMS is supported by a clear commitment of the managing directors and management and serves as an instrument for creating trust with our customers, partners, employees, as well as competitors, the general public and the media.

Messer Compliance Management System

Preamble
The value system of the Messer Group is used with the aim to achieve a relationship based on fairness, solidarity and  confidence with the customers and competitors, as well as within the Messer group, their managers and employees, to deal with conflicts of interest and to ensure the required compliance with applicable laws, regulatory requirements and inter- and intra-company rules and regulations in all business areas of the Messer group. The Messer Compliance Management System developed for this is supported by a clear commitment of the Managing Directors and the executives to this organisational concept. It generally defines the respective responsibilities and supports the persons in charge in establishing and implementing the organisational concept. The organisational concept aims to prevent violations of the Messer Code in advance.

Messer Code
The Management Body of Messer Group GmbH has summed up the principles of the organisational concept in a set of rules ("Messer Code"). The Messer Code stands for an active corporate governance and is intended to serve all employees as an orientation for their daily work in conformity with the Messer's corporate mission statement. The Managing Directors have to ensure through appropriate measures that all employees have free access to the Messer Code and are informed about where and how the Messer Code can be looked at.

The Messer Code of Conduct is the key document of the Messer Code. It is complemented and substantiated by the Group Guidelines and the other group-wide or locally applicable guidelines, manuals and other internal regulations. The Messer Code takes into account the results of regular risk analysis for the determination of specific risks, to which the company is generally exposed.

The professional competence and the entrepreneurial spirit of our employees form our most important resource to achieve our corporate objectives. We appreciate the commitment and the passion with which the employees contribute to the company's success. While exercising their activities, the employees must follow the relevant laws and the rules of the Messer Code.

We also expect from our business partners, customers and other parties, with whom Messer works, that they observe the applicable law and the principles of the Messer Code.

Compliance officers
The Management Body of Messer Group GmbH is responsible for monitoring the Messer Compliance Management System. This organisational concept is binding for all Managing Directors, managers and employees of the Messer group.

In accordance with the applicable legal provisions, the Managing Directors are responsible for implementing this organisational concept in their own local company and for ensuring its compliance. For supporting the Managing Directors and the supervisory bodies, the Management Body of Messer Group GmbH has nominated a Corporate Compliance Officer (CCO). There are also local Compliance Officers (LCOs), who are designated by the regional managers in agreement with the respective local Managing Directors. The group of compliance officers is complemented by the heads of departments in the corporate office, who deal with departments, as so-called department/area-related compliance officer (BCO). The Management Body of Messer Group GmbH has established the tasks, rights and duties of the compliance officers in compliance officer guidelines.

A model role is assigned to the Managing Directors, Managers, the CCO, the LCOs and BCOs. A high degree of social and ethical competence is expected of them. The Managing Directors and Managers have to orient their actions to an appropriate organisation, leadership, communication, selection, supervision and guidance. Furthermore, they are committed to the protection of customers, employees and the environment. In this context, their clear commitment to clean, legally compliant economies is just as essential as preventing and sanctioning illegal practices.

Risk analysis
Potential weak points within the Messer group have been defined through a detailed risk analysis, including all regional subsidiaries and Corporate departments.

Training program
In addition to classroom trainings, webinars and e-learnings can be arranged on selected topics concerning the Messer Code. The Corporate departments, and the local Management bodies and departments basically determine the training contents and the employees to be trained. They adopt the design and implementation of the trainings, if necessary, supported by outside service providers, and ensure their proper documentation. The Management Body of the Messer group can specify mandatory trainings and training contents, as well as the group of employees to be trained.

Reporting and auditing
Through the Group Guidelines, the largely unified articles of associations, the rules of procedure for the Management Body of the (local) companies, the signature rules which follow the four eyes principle and the individual requirements of the central departments, various items are subjected to a defined approval and reporting.

Further topics are discussed and agreed, experiences and information are exchanged and reported in regular meetings at the local or regional level or in departmental meetings.

The essential processes have been defined at Messer and often certified (e.g. ISO, GMP).

In order to comply with the Messer Code, the existing organisational structures should be resorted to. The individual departments, the persons responsible at the regional level, and the management bodies are directly responsible. This ensures the personally accountable implementation and compliance with the Messer Code for the respective area of responsibility.

With the support of Corporate Legal, the Internal Audit carries out reviews lasting several days at regular intervals in all local companies. Thus, facts (e.g. articles of associations, business rules, signature rules, trainings provided, observance of reporting, etc.) relevant for the Messer Code are subjected a closer checking. Besides, individual departments also carry out detailed audits (e.g. SHEQ, Medical, IT). Remarks and improvement proposals are recorded in a report, which is forwarded to the Management Body of the Messer Group. The implementation of improvement proposals is checked through followup audits within a given time frame.

Pending and potential/threatened litigations based on a certain value/risk are centrally queried every three months where the details regarding facts, litigation value, case status, process risk and, if necessary, reserves built or to be built are entered.

The Managing Directors/LCOs and BCOs are obliged to notify the CCO about suspected any case of a serious violation of the Messer Code. All the processes relevant for the Messer Code within the respective regional subsidiary or within the respective department must be reported to the CCO for the preceding year as part of an annual compliance report at the latest by 31 January.

The CCO reports to the Management Body of Messer Group GmbH regularly and in individual cases, on request, promptly about any serious violations of the Messer Code reported to him, otherwise reports once in a year.

Once a year, all local subsidiaries and central departments report to the EVP Strategy relevant facts for the risk report. This is discussed in the Management Body of the Messer Group, which will decide further on the required measures, if necessary. The Supervisory Board of the Messer Group receives this report and, if necessary, also detailed clarifications on it by way of information.

Once a year the Messer Group summarizes all activities in a sustainability report and gets it certified within the framework of the global reporting initiative (GRI).

Reporting compliance violations and established suspected cases
The Managing Directors and executives must organise their responsibility in such a way that reports of employees about the violation of applicable law or the Messer Code ("compliance violations") as well as reasonably suspected cases can be brought to their notice any time in order to ensure an immediate remedy.

The compliance officer guideline contains further detailed regulations regarding reporting.

A hotline: +49 800 447 1000
and own email address: compliance@messergroup.com

are available for messages.

As part of reporting, a report has to be created, which will list the response to identified compliance violations. This should include a description of how the incident was investigated, the determination of the consequences of the identified wrongful conduct and the decision on further action.

The Managing Directors have to ensure through appropriate measures that all employees are informed about how and to whom the Messer Code violations should be reported, including the public notification of the hotline and compliance email address.

 

Bad Soden, 5th November 2015

Messer Group GmbH

 

Stefan Messer                    Dr. Hans-Gerd Wienands

Chief Executive Officer       Chief Financial Officer