Ethics & Anti-corruption
Excellence. Trust. Respect. Responsibility. Our core values guide what we do and how we do it.
Our Approach to Ethics
Every member of Vermilion, from the Board to our staff, understands they have a fiduciary and ethical duty to the company and its stakeholders, including the obligation to act honestly and in good faith. Our Code of Business Conduct and Ethics (“Code of Conduct”) and Anti-Corruption, Sanctions and Anti-Money Laundering Policy outline a framework of guiding principles for directors, officers, employees and contractors globally, and support the personification of our core values and the demonstration of ethical business practices. 102-16
- Conflicts of interest
- Compliance with the law
- Outside business interests
- Confidential information and securities trading
- Retention and destruction of records
- Accounting and auditing
- Recoupment of incentive compensation
- Entertainment, gifts and favours
- Fair dealing - Non-profit and professional association
- Protection and use of the corporation’s property
- Political participation
- No loans to executive officers or directors
- Disclosure
- Workplace conduct and safety
- Environment
- Reporting of inappropriate activity
- No retaliation
- Responsibility
- Improper payments, including bribes and facilitating payments
The Anti-Corruption, Sanctions and Anti-Money Laundering Policy further covers:
- Improper payments
- Facilitating payments
- Due diligence
- Agents
- Contractors in high-risk jurisdictions
- Accounting and auditing
- Foreign joint ventures
- Gifts, entertainment and travel expenses
- Political and charitable contributions
- Fair dealing - Non-profit and professional association
- Employment of public officials
- Violations
- Audit
- Private-to-private corruption
- Workplace conduct and safety
- Economic sanctions
- Anti-money laundering compliance
- Reporting
- Corrective action
These documents are available publicly on our external website, and are also contained within each country-specific Employee Handbook, which are available in English and in our other major languages, including French, Dutch and German. These handbooks are available 24/7 on our company intranet, and also contain Vermilion’s country-specific policies, workplace guidelines, and employment obligations.
Our employment obligations cover the following topics:
- Code of Business Conduct & Ethics
- Compliance with the law
- Social media
- Reporting of inappropriate activity
- Personal information privacy
- Anti-corruption policy
- Health & Safety - Environment
- Discrimination, harassment and workplace violence
- Fitness for Duty
Training on Codes of Conduct is provided as part of the onboarding process for new employees and contractors. We also require all of our directors, officers, employees and contractors to review these documents and their obligations annually, and to electronically confirm their understanding and compliance with these obligations using our People information management system. 102-17
Within the company, our President and CEO, Chief Financial Officer, and Vice President People and Culture, hold responsibility for these policies, while our entire executive committee operates with an open-door policy for staff concerns about any of these issues.
Our whistleblower policy – also known internally as our “Reporting of Inappropriate Activity Policy” – prohibits retaliation, harassment or discrimination against anyone making a complaint or reporting a concern. Further ethics reporting can be found in our Performance Metrics. 102-17
Vermilion’s Whistleblower Hotline is hosted by a third-party provider: Grant Thornton Care. This provides a confidential, accessible tool for anyone wanting to report a concern or ask a question. Anonymous reports can be made 24 hours a day, 7 days a week. All reports are promptly and thoroughly investigated in accordance with Vermilion’s Code of Business Conduct and Ethics.
We encourage the reporting of all types of inappropriate activity, including:
- Questionable accounting, internal accounting controls, or auditing matters ("Accounting/Audit Matters Concerns");
- Suspicions of fraudulent financial information or the reporting of fraudulent information;
- Conduct that results in a violation of law by Vermilion or in a substantial mismanagement of the company's resources and if proven constitutes a criminal offence or reasonable grounds for dismissal of the person engaging in such conduct ("Grave Misconduct");
- Any discrimination, retaliation or harassment against any person who reports incidents of Accounting/Auditing Matters Concerns, fraudulent financial information or Grave Misconduct, or who participates in an investigation of complaints about these concerns; or
- Any single or repeated incidents of objectionable or unwelcome conduct, comment(s), bullying, discrimination, harassment or action(s) by a person in the workplace that appears to, or reasonably would be expected to, cause offence or humiliation or may affect another worker's health and safety.
As part of our management guidelines, authorized Vermilion personnel must ensure that third-party vendors – suppliers and service providers – who enter an agreement with Vermilion for the handover of work and properties must communicate all appropriate Vermilion policies, standards, procedures and practices, and must monitor for their compliance. This is in place in all of our business units, and an audit protocol has been established to ensure this communication occurs. Examples of these policies include our Code of Business Conduct, and our obligations to provide a workplace free of harassment and violence.
Analysis of corruption risks is specifically included in all new business development. When we consider entering a new country of operations or into a joint venture or partnership, we conduct an initial assessment based on Transparency International. If we decide to proceed with that business development or partnership, we conduct additional research and due diligence based on the results of the initial assessment, including the degree of risk presented by the partner, location, and the nature and sensitivity of the joint venture. When we hire consultants and services in other countries as part of business development or new ventures, we provide our anti-corruption policies and require they sign a compliance certificate to abide by our policy and the country’s anti-bribery laws. Joint venture partners are also required to acknowledge both local and Canadian laws, and warranty that they will not violate anti-corruption laws, or authorize or provide any kind of payment that would be in contravention of those laws or our policies. Further information is contained in our Code of Business Conduct and Ethics, and our Anti-Corruption, Sanctions and Anti-Money Laundering Policy.
To ensure that 100% of our staff and contractors have confirmed that they understand the policies and are not aware of any contraventions, either by themselves or others, we track the response rate from the annual employee and contractor sign-off for compliance with our Code of Conduct. Sign-offs that are not completed are followed up, to ensure that the policies are understood and complied with.
To further demonstrate ethical and anti-corruption transparency, we track and publicly disclose:
- Payments made to all governments in countries where we operate, through our Extractive Sector Transparency Measures Act (ESTMA) report, which can be found on our website; Canada is a supporting country to the Extractive Industries Transparency Initiative, which has confirmed that ESTMA provides an equivalent level of reporting to the EITI Standard.
- Memberships in key industry-related trade associations, including those with advocacy mandates (see External Associations and Initiatives).
- Key community investment partnerships (see Our Communities section): our anti-corruption policy directly prohibits community support payments to political organizations, politicians and individuals. All payments must be made to a registered non-profit or charitable organization, are reviewed by our corporate community investment staff and authorized by leaders in accordance with our financial authority grid. They are entered into our accounting system, and thereby included in our annual financial audits.
- Political contributions: we do not contribute payments to political campaigns, political organizations, lobbyists or lobbyists.
Specific staff who may encounter anti-corruption issues have undergone additional training. This includes our senior executive and management, financial, sustainability and business development / new ventures teams. Training requirements are assessed annually.