Excellence. Trust. Respect. Responsibility. Our core values guide what we do and how we do it.
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”) outlines a framework of guiding principles for directors, officers, employees and contractors globally, and supports the personification of our core values and the demonstration of ethical business practices. 102-16
Specifically, the Code of Conduct covers:102-25
The Code of Conduct is 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:
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 their employment 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, and our Executive Vice President People and Culture, hold responsibility for these policies, while our entire executive team operates with an open-door policy for staff concerns about any of these issues. This is augmented by a confidential email option on our website and a phone number that allow staff and members of the public to anonymously report concerns or seek advice from our Corporate Secretary, who is a senior partner of our external legal counsel and not a Vermilion employee, can then take those concerns directly to the Board of Directors.
Our whistleblower policy – 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
Third Party Vendors: 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.
Anti-Corruption Policy: Vermilion’s Code of Business Conduct includes a Vermilion Anti-Corruption Policy. Vermilion’s operating context significantly mitigates corruption risks for our company: regions noted for their stable, well-developed fiscal and regulatory policies related to oil and gas exploration and development. However, we recognize the importance of guarding against corruption in all forms, and have included it not only in our Code of Business Conduct, but also in our wider business context. The policy clearly defines possible issues, warning signs and red flags, and the due diligence and record keeping that is required. Our Chief Financial Officer is also our Chief Compliance Officer and administers our anti-corruption policy.
New Business Development, including Joint Ventures: Analysis of corruption risks is specifically included in all new business development. When we consider entering a new country of operations or entering into any 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 policy 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 anti-corruption policy.
To ensure that 100% of our staff and contractors have confirmed that they understand the policy 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:
Evaluation and Adjustment
Specific staff who may encounter anti-corruption issues in their work have undergone additional training. This includes our senior executive and management team, sustainability team, and business development / new ventures team. The requirement for additional training is assessed annually.