Ethics and compliance: accountability in action

Our governance

A governance structure designed to advance accountability and integrity throughout the enterprise

While all of us at Dow are held accountable to the highest standards of ethical conduct, setting the tone so that every decision and action is taken with integrity starts at the top of our enterprise.

Dow’s Global Ethics and Compliance Committee provides company-wide direction and oversight to ensure that all Dow employees exhibit behavior consistent with our core values and Code of Conduct. The Global Ethics and Compliance Committee consists of the chief financial officer, the chief human resources and inclusion officer, the general counsel, corporate auditor, and the director of the Office of Ethics and Compliance. The Committee meets quarterly to review ethics and compliance related statistics, conduct periodic risk assessments, and to provide direction and support for timely and effective interventions in response to a constantly evolving compliance and risk landscape.

Four regional Ethics and Compliance Committees provide oversight and leadership for ethics and compliance matters in each of Dow’s four major geographic regions. The Committees also meet quarterly to review prior quarter substantiated cases, ensure adequacy and consistency of employee discipline, review statistics to evaluate trends, take action in response to changing risk environments, encourage reporting of misconduct by employees and protect reporters and witnesses. The Regional Committees are accountable to the Global Committee and provide regular reports and feedback to ensure transparency and effective oversight over all ethics and compliance matters. All Committee members receive training for their roles on an annual basis.

Values, principles, standards and norms of behavior (GRI 102-16)

Integrity is one of our core values at Dow, alongside Respect for People and Protecting Our Planet. These values reflect who we are as a company and how we conduct business. Our people hold themselves and each other responsible for operating ethically and honestly, no exceptions. Our governance practices reflect our commitment to serve all of our stakeholders, cultivate a culture of trust and accountability, and to create a business environment that ensures the long-term viability and vitality of our business.

Dow Code of Conduct

As the global economy expands and the business environment increases in complexity, the Dow Code of Conduct provides a framework to focus our employees, officers and directors on our values, abide by the law, and be highly principled and socially responsible in all our business practices.

Dow’s Code of Conduct (Code) summarizes the ethical principles and policies intended to deter and prevent corrupt activity such as bribery, and ensures that we hold ourselves to high standards. It also provides Dow’s position on a wide array of topics, including equal employment opportunity, respect in the workplace, and environment, health and safety. All Dow employees are expected to understand and comply with all company policies and applicable laws. Employees are trained annually on the Dow Code of Conduct to ensure that they understand and abide by its requirements. In addition, in depth training is provided to employees, based on job profile, to provide more comprehensive knowledge on potential risks related to their individual job responsibilities.

The Code was developed by the Office of Ethics and Compliance (OEC) and key stakeholders and approved by Dow’s Board of Directors upon the separation of Dow as an independent company on April 1, 2019. The Code is available in 16 languages. Additional information can be found here.

Office of Ethics and Compliance

Dow established its OEC in September 1998 to reinforce the company’s long-standing commitment to ethical business conduct. The OEC communicates the company’s standards, provides guidance on issues related to ethical conduct and has oversight over mechanisms for action. This includes promoting lawful activity everywhere we do business, as well as helping the company to manage risk, maintain a positive reputation and avoid litigation.

The OEC regards the input that it receives from employees as essential to Dow’s goal of providing an inclusive workplace. The OEC encourages reporting from all employees whenever they see any behaviors that may violate laws or Dow policy. Dow takes its nonretaliation policy seriously and will protect any reporter or witness who participates in an investigation in good faith.

Accountability and transparency (GRI 102-16)

Accountability and transparency are core components of Dow’s overall ethics and compliance program. The OEC regularly monitors Dow’s compliance programs and uses these statistics to assess and continuously improve its processes and programs. In addition, the OEC regularly reviews its own performance on matters such as substantiation rates, cycle times, trainings and certifications, and employee engagement and trust. The OEC holds itself to high standards of responsiveness and adherence to compliance policies. Relevant statistics are disclosed to the Global and Regional Ethics and Compliance Committees and the Audit Committee of Dow’s Board of Directors on a quarterly basis.

Risk management

Dow recognizes the potential compliance risks associated with actions, like the use of third-party intermediaries, and has a robust due diligence and risk mitigation programs in place. All third-party intermediaries are subject to periodic due diligence reviews based on standardized risk assessments. These due diligence reviews inform strategies, including providing training and oversight, to ensure that all Dow intermediaries are acting in a manner that is consistent with all applicable laws and Dow’s Core Values.

Mechanisms for advice and concerns about ethics (GRI 102-17)

Our employees are expected to behave in a way that protects our business interests, our reputation and each other. This includes taking action to promptly report any conduct inconsistent with our Code of Conduct, our values or the law. The Office of Ethical Conduct (OEC) is responsible for communicating to all stakeholders the mechanisms that are in place to seek advice and report potential misconduct. These options are listed on Dow’s website and intranet page, on the OEC’s ethics and compliance training website, and in many other communications. We respect those who raise concerns about potential misconduct, and we do not tolerate retaliation against anyone who reports a potential violation in good faith.

Dow EthicsLine

2020 Ethics Reports

The Dow EthicsLine is a safe, reliable and convenient alternative to report ethical concerns in person (by calling or via online form). It is available globally, with multilingual capabilities, 24 hours a day, seven days a week. The Dow EthicsLine is operated by NAVEXGlobal, a professional vendor located in Lake Oswego, Oregon. No call tracing or tracking of IP addresses or recording devices are ever used, and in some countries, as allowed by local law, callers may remain anonymous.

 

Other reporting options

In addition to the Dow EthicsLine, employees may choose to report concerns to their supervisors or other leaders, Dow attorneys, human resources personnel or directly to the OEC. All concerns are evaluated, and all potential Code violations are investigated. Confidentiality is essential in order to maintain the integrity of the investigation; those who participate in good faith are protected from retaliation. Dow’s strict policy against retaliation helps ensure that those who raise concerns about improper conduct in good faith or who participate truthfully in an investigation are protected. Reports about alleged violations of the Code or the law are provided quarterly to the Audit Committee of the Board of Directors.