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In this section we cover three key aspects of business ethics: corporate governance, anti-bribery and anti-corruption, and transparency.

Corporate Governance

VimpelCom is a public company listed on the NASDAQ, and is subject to all of the applicable listing and disclosure requirements as a foreign private issuer. VimpelCom is also subject to the applicable Securities and Exchange Commission reporting requirements, including filing an annual report on Form 20-F each year, with audited consolidated financial statements.

Our Supervisory Board has authority for strategic decisions for the Group. Shareholder approval policies and procedures are also in line with applicable requirements. The Supervisory Board has a number of committees, including the Finance and Strategy Committee, the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee.

Further information on our approach to corporate governance, the members of our leadership teams and the Supervisory Board and its committees is available in the Form 20-F and our corporate website. 

RiskClarity Survey

Nearly 24,000 employees participated in the company’s second RiskClarity survey (conducted by the Corporate Executive Board), helping to assess how our corporate culture is developing. The ‘Integrity Index’ measures attitudes and perceptions about seven key drivers influencing a business’s ethical climate. Our overall score was 5.41 out of 7.00 (5.30 in 2014) and all seven drivers showed improvement. 

Anti-bribery and anti-corruption

In 2015, we continued to strengthen the governance, policies and procedures focused on anti-bribery and anti-corruption compliance, with a particular emphasis on building a strong compliance team and carrying out extensive training and awareness-raising across the business.

We recognize that a strong and comprehensive approach to compliance is needed to protect our business and our stakeholders. We have put in place a risk management, compliance, and governance structure that includes a focus on anti-bribery and anti-corruption risks and issues and that extends from the group level through to each operating company. We have continued to make progress in establishing a more coordinated and strengthened framework, adding resources, relevant procedures, training, and awareness initiatives to the program. This will remain a key focus as we regard it as a critical part of our future development and a particular focus of our senior management team. 

Transparency relating to disclosures on anti-bribery and anti-corruption

In November 2015, Transparency International (Hungary) published its report ranking the 35 largest telecoms companies (29 operators and six equipment suppliers) on the reporting of the measures they take to prevent corruption, information on subsidiaries and holdings, and key financial information. VimpelCom ranked eighth out of the 35 businesses assessed, scoring 88% for disclosures relating to its anti corruption program.

On February 18, 2016, VimpelCom announced agreements with the U.S. Securities and Exchange Commission (SEC), the U.S. Department of Justice (DOJ), and the Dutch Public Prosecution Service (Openbaar Ministerie) (OM) relating to the previously disclosed investigations under the U.S. Foreign Corrupt Practices Act and relevant Dutch laws, pertaining to VimpelCom’s business in Uzbekistan and prior dealings with Takilant Ltd. The relevant agreements have been approved by the authorities and relevant courts. 

As part of the agreements, VimpelCom paid fines and disgorgements to the SEC, DOJ and OM in an aggregate amount of USD795 million. VimpelCom has agreed to a deferred prosecution agreement with the DOJ, a consent with the SEC, and a settlement agreement with OM. In addition, VimpelCom’s subsidiary in Uzbekistan, Unitel LLC, has entered a guilty plea with the DOJ. VimpelCom has also agreed to oversight by an independent compliance monitor to promote continued, and regular, compliance enhancements across the Company and its subsidiaries. VimpelCom’s cooperation in the investigation and actions in rapidly resolving this matter, together with substantial upgrades to its compliance program, have been recognized by the authorities in the settlements.

Our comprehensive Group Compliance Charter sets out the organization, operation and governance of compliance management for the Group, including the role and responsibilities of our global Risk, Ethics and Assurance Committee, the Group Compliance Program and Group Compliance Function. The Group Chief Compliance Officer reports to the Group Chief Executive Officer, also having direct access to the Audit Committee of the Supervisory Board of Directors to which he reports at least quarterly. 

We now have over 30 full-time compliance officers across our headquarters and business units, covering all our operations. Compliance officers in our BUs report with a solid line to the Group Chief Compliance officer. Our compliance roadmap covers: risk analysis; policies and procedures related to key risk areas; organization and commitment (including appropriate messaging from senior management); training and awareness; screening; record-keeping and controls; reporting; internal audit and monitoring; remedial and corrective actions; and program leadership. 

We have carried out compliance risk assessments in all of our markets with the assistance of independent external counsel, and also put in place an Investigations & Disciplinary Committee. We are reinforcing the importance of our compliance program with both educational videos on key compliance topics, and reinforcing the ‘tone at the top’ regarding the importance of anti-corruption/anti-bribery compliance with a variety of approaches, including a video message from our Group CEO.

Our Code of Conduct provides group-wide standards designed primarily to deter wrongdoing and promote honest and ethical conduct, compliance with applicable governmental laws, rules and regulations, prompt internal reporting of violations, and accountability for adherence to the Code. The Code of Conduct reinforces the company’s requirements for compliance with all applicable laws, including the US Foreign Corrupt Practices Act (FCPA) and other applicable anti-corruption laws and regulations, as well as adherence to all company accounting policies and controls. 

The Code states that, in addition to applying to its employees, officers and directors, VimpelCom expects ‘anyone doing business on the company’s behalf’ – a category that includes agents and other third parties – to also comply with anti-bribery and anti-corruption laws. To reinforce this, in December 2015, we launched the Due Diligence Business Partner Compliance and Screening Procedure. This Procedure is an addition to the range of policies and procedures (addressing issues such as conflicts of interest, gifts and hospitality, incident management and investigation, and social investment project approval) that support the Group Anti-Bribery and Corruption Policy. We also implemented our M&A Due Diligence guidelines relating to compliance issues. As part of our headquarters ‘Supplier Day’, the importance of both our anti-bribery and anti-corruption program, and our Supplier Code of Conduct, were emphasized to our global strategic suppliers. 

We operate a whistleblower process that allows employees to contact a third-party service provider to raise concerns, anonymously if desired. All cases reported are duly assessed and, if appropriate, investigated by internal or external teams. We continue to take measures to ensure these policies are adhered to and the appropriate procedures are followed in each of the countries in which we operate. 

We continue to strengthen our culture of ethics and foster individual accountability by placing emphasis on compliance training, both at our headquarters and throughout the BUs. During 2015, more than 26,000 employees worldwide completed Code of Conduct training sessions which include an extensive module on anti-corruption/anti-bribery compliance. Additional specialized training was provided to around 2,900 key employees on applicable anti-bribery regulations, including the FCPA. The Supervisory Board received tailored compliance training in 2014 and the Management Board in 2015. We intend to repeat this in 2016.

Transparency

It is important for leading international companies to be transparent about their challenges as well as their successes. We engage regularly with our key stakeholders and see this report, our financial reporting disclosures, and our websites as key windows on our company. 

Our CR reporting continues to develop, with our 2014 CR report achieving core compliance with GRI v4, and introducing a ‘moderate’ level of assurance. Our progress is shown by our ranking in the Transparency Benchmark (http://www. transparantiebenchmark.nl/en), which rose from 179th (of the 500 largest Dutch companies) in 2013, to 92nd in 2015. WIND, achieved second prize at the Italian Social Reporting Award (Premio Bilancio Sociale), organized by the Social Reporting Library (www.bibliotecabilanciosociale. it) and Areté Foundation. Other BUs, including Jazz in Pakistan and Beeline in Russia, also prepare detailed CR Reports. 

Awards and ratings for Corporate Website

VimpelCom’s corporate website, is aimed at all key corporate stakeholders, providing timely and accurate information. The website uses responsive design, ensuring the layout adjusts for all screen sizes. 

Since its launch, VimpelCom’s corporate website has received 10 international awards, including two honoring it as best-in-class among participating telecom-related sites. Most recently, it was ranked the top corporate website in the Netherlands by Comprend in its annual 2015 Webranking review. 

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