The ORLEN Group seeks to eliminate any instances of corruption and bribery.
Code of Ethics – a document describing the standards of ethical conduct by PKN ORLEN employees in situations involving accepting or offering anything of value.
Counteracting corruption and bribery
We are committed to ensuring a fair and transparent business model for the ORLEN Group which guarantees trust, safety, free competition and value for all stakeholders.
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Anti-Corruption activities are carried our by the Control and Security Office in cooperation with the Financial Control, Risk Management and Compliance Office as well as the Audit Office.
The responsibilities of the Control and Security Office include:
- Economic, physical, technical and IT security;
- Developing solutions and standards to improve perfor-mance of the internal control system;
- Implementing the ORLEN Group Anti-Corruption Policy by monitoring business processes, analysing information, and reporting irregularities and instances of misconduct using analytical tools;
- Coordinating criminal proceedings conducted by law enforcement authorities and the judiciary in which PKN ORLEN is involved in any capacity;
- Executing advanced safety analyses and control processes;
- Coordinating the whistleblowing system and coopera-tion with whistleblowers;
- Coordinating operation of the register of gifts;
- Reviewing the security of cooperation with trading part-ners in business processes.
Financial Control, Risk Management and Compliance Office:
Financial Control Department
- As part of financial audits performed at PKN ORLEN and other ORLEN Group companies – reveals irregularities and cases of misconduct of an economic nature, exami-nes employees’ compliance with the applicable laws, and assesses internal regulations; Estimates the consequen-ces of any identified irregularities or cases of misconduct, and defines remedial measures, designating the persons responsible for their implementation;
- Provides relevant information to support decision-making processes by formulating post-audit instructions which specify actions that must be taken to address the irregula-rities or improve performance of the area under review;
- Monitors the implementation of instructions issued fol-lowing financial audits at PKN ORLEN and other ORLEN Group companies.
Compliance Management Department
- Supervises compliance by the ORLEN Group companies with applicable laws, internal regulations, voluntary stan-dards of conduct and ethical standards;
- The key objective of the ORLEN Group’s compliance sys-tem is to proactively monitor the regulatory environment of all corporate business processes and to ensure a uni-form approach to implementing and reporting compliance requirements across the Group;
- At PKN ORLEN, the compliance system is a dispersed function, where compliance risk is managed by Directors reporting directly to a member of the Management Board, under the supervision of the Head of the Financial Con-trol, Risk and Compliance Management Office; the com-pliance management process is regularly reported to the PKN ORLEN Management and Supervisory Boards;
- Provides comments and prepares proposals for amend-ments to internal rules, procedures and regulations, both for PKN ORLEN and other ORLEN Group companies.
Enterprise Risk Management Team
- Coordinates the enterprise risk management process and provides methodology support during risk self-assess-ment and testing of controls put in place for PKN ORLEN and other ORLEN Group companies; assessment of process, project and strategic risks, and on controls testing methodologies;
- Supports business areas, project managers and persons involved in project activities in defining and eva-luating risks using the functionalities of the Magique system and the CA Clarity PPM system;
- Actively participates in meetings aimed at improving the functionalities of the Magique and PPM CA Clarity systems in enterprise and project risk management.
Management Systems Team
- Supervises the proper operation and improvement of: Quality, Environmental, Safety and Occupational Health, Information Security, Energy and ISCC and KZR INiG Management Systems, which form part of the Integrated Management System (IMS) at PKN ORLEN;
- Maintains contacts with independent certification bodies, institutions, research centres, associations and Management System users;
- Supervises implementation of the objectives adopted by the Management Board in the IMS Policy, their vali-dity and revision in response to changing internal and external conditions;
- Supervises assessment of the implementation of the Integrated Management System Policies by the heads of organisational units;
- Organises and performs audits of existing and newly implemented Management Systems;
- Assesses operation of the Integrated Management System based on the results of internal audits, Mana-gement Reviews, and submitted complaints;
- Prepares and supervises documented IMS information;
- Analyses data relating to, and evaluates the effective-ness of, corrective/preventive measures;
- Analyses data on the Management Systems at designa-ted ORLEN Group companies.
Audit Office
- Initiates preventive measures to mitigate risks to the Gro-up’s objectives, improve the efficiency of business proces-ses and effectiveness of the Group’s internal control sys-tem by recommending specific solutions and standards;
- Ensures continuous development of the functional con-trol system in order to improve the efficiency of business processes;
- Identifies inefficiencies in processes, procedures and structural solutions at the Group;
- Monitors the implementation of post-audit recommenda-tions at PKN ORLEN and other ORLEN Group companies;
- Cooperates with the Head of the Control and Security Office with respect to measures taken by the Company in the case of proceedings conducted by law enfor-cement authorities or competent external institutions, in order to safeguard the Company’s interests in such proceedings.
The Audit Office contributes to Company value growth by providing recommendations of solutions and standards to be implemented to enhance the probability of achieving the Company’s goals by reducing the risks, improving effectiveness of the internal control system assessment, and enhancing the efficiency of business processes.
Policies in place
The anti-corruption and anti-bribery policies and internal regulations include:
laying down the principles of Enterprise Risk Management for PKN ORLEN and the roles and responsibilities of each individual involved in the process.
a document prepared on the basis of the applicable Organisational Rules of PKN ORLEN in order to lay down the principles of control and verification procedures conducted by the Control and Security Office.
lay down detailed procedures to be followed in counteracting money laundering and terrorist financing at the ORLEN Group. The rules are addressed to all companies’ employees in customer-facing positions and employees who have direct access to financial documents or participate in the execution of transactions.
governs regu-latory risk management processes resulting from existing or proposed legal regulations, excluding tax risks.
the sys-tem provides a framework for identifying potential irregularities and instances of misconduct, which can be reported via indicated information channels.
in which PKN ORLEN Holds Equity Interests to PKN ORLEN Management Board.
a document containing instructions on the selection of candidates for members of the ORLEN Group companies’ governing bodies and the rules for setting and reviewing Individual Bonus-Related Targets for members of the ORLEN Group companies’ management boards. It provides for full corporate supervision over the ORLEN Foundation.
Attributes information and guidelines on the process of managing the risk of losing security attributes.
ORLEN Group Anti-Corruption Policy– a declaration that our business objectives are to be pursued in a transparent, fair and ethical manner. The policy is desi-gned to raise employee awareness, encourage positive attitudes and behaviours, and streamline procedures and business process oversight. The document under-scores the importance of training and awareness-raising among employees and the responsibility of company managements for creating conditions that help to pre-vent and counteract corruption at the ORLEN Group.
governs identification and management of conflicts of interest.
Supplier Code of Conduct – defines ethical standards that must be met by the ORLEN Group suppliers. It includes guidance on activities related to counteracting corruption, and promotes high ethical standards in business activities.
Integrated Management System Policy – a document describing the working standards for quality assurance, reduction of environmental impacts, health and safety at work, information security and food safety.
set out the rules governing financial audits at PKN ORLEN and other ORLEN Group companies.
set out the framework for management, performance and quality assurance in audit activities. The purpose of the Stan-dards is to ensure and maintain a professional level of financial audits carried out by the Financial Control Department of the PKN ORLEN Financial Control, Risk and Compliance Management Office and to standardise the approach to preparation, conduct and recording of financial audits and assessment of their findings.
define the rules for conducting audits, consulting projects and business analyses at PKN ORLEN, other ORLEN Group companies and other entities, to the extent permitted by law.
define how PKN ORLEN employees should behave when accepting or giving gifts.
define how employees should act to reduce the level of risk associa-ted with establishing relations with business partners.
govern the conduct of relevant PKN ORLEN units to minimise the risk of misconduct in business processes where a medium or high risk of misconduct is identified.
Non-financial key performance indicators
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PERCENTAGE AND TOTAL NUMBER OF OPERATIONS ASSESSED FOR RISKS RELATED TO CORRUPTION; IDENTIFIED RISKS
At PKN ORLEN and the ORLEN Group companies covered by the Enterprise Risk Management (ERM) System, the fol-lowing risks in the anti-corruption and bribery area have been identified and assessed, depending on each compa-ny’s specific characteristics:
- Fraud and other misconduct – the risk of employees acting unethically and committing fraud or other misconduct. The risk of fraud and other misconduct has been identified in 34 processes in the areas of retail, wholesale, procurement, marketing, safety, and finance..
- Violation of ethical standards or their inappropriate implementation – The risk that ORLEN Group employees will undertake actions inconsistent with corporate tation and enforcement of these standards will not be effective and consistent with the corporate objectives. The risk has been identified in the Value System and Rules of Conduct process.
- Violation of ethical standards or their inappropriate implementation – the risk that ORLEN Group employees will undertake actions inconsistent with corporate standards of ethics or that the definition, implementation and enforcement of these standards will not be effective and consistent with the corporate objectives. The risk has been identified in the Value System and Rules of Conduct process Misconduct by customers, employees or agents involved in the sales process – the risk of an inappropriate sales process or system or inappropriate sales system safeguards enabling customers or employees to commit financial fraud. The risk of misconduct by customers, employees or agents in the sales process has been identified in three processes in the areas of retail, wholesale, and marketing.
The risks related to anti-corruption and bribery were assessed in a controls effectiveness review conducted by the relevant business areas in respect of 38 processes and in an independent review performed by the Internal Control Department based on the irregularities identified during inspections.
In 2021, the ERM System covered: PKN ORLEN, ANWIL, ORLEN Lietuva Group, ORLEN Unipetrol Group, ORLEN Deutschland GmbH, ORLEN Paliwa and ORLEN Centrum Usług Korporacyjnych, which represent close to 10% of all the ORLEN Group companies. In 2021, as part of an annual risk self-assessment process and risk controls tests at PKN ORLEN, 536 risks were assessed based on tests of 1,002 controls in 164 business processes. The ORLEN Group companies assessed 191 risks and tested 660 controls in 95 processes[1]. Given the nature of anti-corruption and anti-bribery issues, the ORLEN Group seeks to eliminate any instances of corruption and bribery. The Audit Office personnel are acquainted with internal procedures to be followed by employees in the case of suspected corruption, whistleblo-wing options and channels, accepting and giving of gifts and building safe relationships with business partners. Any detected irregularities are in each case reported to the PKN ORLEN Control and Safety Office.
[1] The data does not include: ORLEN Lietuva Group, ORLEN Unipetrol Group, ORLEN Deutschland GmbH and ORLEN Paliwa.
A self-assessment process will be carried out at those companies in 2022.
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Communication and training about anti-corruption policies and procedures
The ORLEN Group’s Anti-Corruption Policy was made available at www.orlen.pl and on the intranet in 2019. Our trading partners and representatives are notified about the policy and the rules for counteracting corruption at the time of establishment of the business relationship. In addition, when registering on the Connect procurement platform, suppliers also receive information on the anti–corruption policies and rules. In 2019, all members of the Management Board (100%) were made familiar with the ORLEN Group’s Anti-Corruption Policy. In accordance with the procedure for educating the Group’s workforce on the internal regulations, the Anti-Corruption Policy was made known to all (100%) employees. In 2019, the Control and Security Office launched systema – tic training delivered on an annual basis across business functions with the highest risk of misconduct, in the form of classroom or e-learning training provided to ORLEN Group employees and new hires. The topics covered included criminal liability and disciplinary sanctions for cor-ruption offences, identification of such offences, procedu-res to be followed in the case of suspected corruption by employees, whistleblowing options and channels, accepting and giving of gifts and building safe relationships with business partners.
In 2021, 236 employees of the ORLEN Group companies received in-person training on these topics. The anti-cor-ruption e-learning course was provided to over 80 PKN ORLEN employees. In-person training was significantly reduced in 2020, but the anti-corruption awareness raising system for employ-ees was maintained.
The Policy for the Detection and Management of Con-flicts of Interest at Polski Koncern Naftowy ORLEN S.A. came into force in 2021 and is being implemented as a standard at most of the ORLEN Group companies. Also, an e-learning course on managing conflicts of interest has been completed by 976 people at PKN ORLEN and 31 people at other ORLEN Group companies so far.
Due diligence procedures
In accordance with the Code of Best Practice for WSE Listed Companies, PKN ORLEN has in place effective func-tional control, risk management and compliance supervi-sion systems, as well as an internal audit and control function. The simultaneous operation of all those systems and functions allows the Group to exercise ongoing and effective anti-corruption supervision.
PKN ORLEN has implemented a structured management control system, comprising a set of comprehensive pro-cedures. The procedures are managed through a dedi-cated IT system which ensures their consistency through multifaceted agreements as well as approvals at each level in the organisation.
Key roles in the Enterprise Risk Management System
In order to minimise the risk of misconduct and corruption, PKN ORLEN has adopted the popular Three Lines of Defence Model. The first line of defence involves risk management by employees and business units, and controls related to the operational processes. The second line is compliance functions, and the third – internal audit and control, supporting the correct functioning of the specified prevention measures.
Risk management is a continuous process, however it is revi-sed in response to the ever-changing economic environment. As part of enterprise risk management, risk self-assessment processes and tests of controls are carried out at PKN ORLEN and other ORLEN Group companies on a regular basis.
PKN ORLEN’s compliance function is based on the follo-wing four elements:
- the ERM system, which supports the process of assess-ment of financial and operational risk compliance with regard to the effectiveness of controls and the ERM Policy and Procedure;
- the internal audit and control function – with respect to compliance of the processes with internal regulations;
- assessment of compliance with integrated management systems (ISO);
- managing the risk of non-compliance with legal regulations, standards and ethical norms based on
the requirements of the PKN ORLEN Compliance System documentation, with a particular focus on risks related to the Company’s business sector.
PKN ORLEN’s Integrated Management System takes into account the findings of audits and reviews as well as complaints and grievances. Additionally, preventive/cor-rective measures are taken to address any irregularities identified in the above processes. All these activities are designed to ensure compliance with the adopted reference standards: ISO 9001 (quality management system), ISO 14001 (environmental management system), ISO 45001 (occupational health and safety management system) and ISO/IEC 27001 (information security mana-gement system), ISCC and KZRINiG (certification systems for biomass and biofuels), Factory Production Control System, and Food Safety Management System.
Once a year, based on the reviews, a comprehensive report about the organisation’s Integrated Management System is prepared, submitted to the Company’s Mana-gement Board and posted on the intranet.
PKN ORLEN’s compliance with or preparedness (ali-gnment level) for applicable laws or draft legislation is monitored on an ongoing basis and reported to the PKN ORLEN Management Board. Where necessary, appropriate steps are taken to ensure that the Com-pany meets the requirements of Polish and EU laws and regulations.
Financial Control
The Financial Control Department carries out financial audits aimed at identifying any economic irregularities and fraud, verifying if PKN ORLEN and ORLEN Group employees respect the applicable laws, internal poli-cies and professional standards, estimating the impact of any potential irregularities or cases of misconduct, defining corrective measures and designating respon-sible persons, as well as assessing internal policies.
The audited area is scrutinised mainly against legal com-pliance, relevance, cost efficiency, reliability, efficiency and legitimacy criteria, with the interests of PKN ORLEN and ORLEN Group companies taken into consideration. Independence of the Financial Control Department is assured through appropriate functional reporting lines within the Company’s organisational structure.
Financial audit activities are performed on the basis of annual plans approved by the President of the PKN ORLEN Management Board. Additionally, the Financial Control Department can also perform ad hoc and inve-stigative audits upon requests submitted to the Head of the Financial Control, Risk and Compliance Manage-ment Office by Members of the PKN ORLEN Manage-ment Board and individual business functions.
On the basis of findings presented in the financial audit reports, follow-up instructions are issued which specify and prioritise measures to be taken to eliminate irregu-larities or improve the performance of the audited area. The implementation of post-audit instructions is monito-red continuously until it is confirmed that the corrective measures have been implemented.
Reports summarising the financial audits are drawn up for the PKN ORLEN Management Board and the Audit Com-mittee of the PKN ORLEN Supervisory Board twice a year.
The audit function is performed by the Audit Office. Its purposes include independent, impartial and objective evaluation of functional control systems and analysis of business processes in accordance with the gene-rally applicable laws and internal policies. The acti-vities of the Audit Office conform to the International Standards for the Professional Practice of Internal Auditing (IIA).
Independence of the Audit Office is assured through appropriate functional and administrative reporting lines within the company’s organisational structure. The Audit Office performs its functions (audits, con-sultancy projects and business analyses) on the basis of an annual audit plan approved by the company’s Management Board. The annual plan is presented to the Audit Committee of the company’s Supervisory Board in order to obtain its opinion, and then is submit-ted directly to the Supervisory Board for approval. As part of their activities, the Audit Office and the Con-trol and Security Office verify on an ongoing basis if processes are executed in line with the applicable internal regulations. Ad hoc audits may also be con-ducted by the Audit Office when and as requested by the company’s Supervisory or Management Board.
The Audit Office continuously monitors its recom-mendations, based on which it prepares a report containing information their implementation status. All monitoring reports are submitted to the compa-ny’s Management Board and the Audit Committee of the company’s Supervisory Board, which is in charge of ongoing assessment of the entire organisa-tion’s functioning.
The Control and Security Office, on the basis of the ongoing monitoring of recommendations and post-audit instructions, prepares a report on the status and scope of implementation of the recommenda-tions. Its activities consist in prevention and detection of irregularities. They are complemented by activities performed by ORLEN Ochrona, which has due authori-sations and appropriate tools, such as an authorisation to use the services of business intelligence agencies and detectives.
If any instance of corruption is suspected, relevant steps are taken in close cooperation with law enforcement agencies, including the police and Central Anti- Corruption Bureau (CBA). With simultaneous operation of all the systems and functions described above, the Group is able to exercise ongoing and effective anti-corruption supervision. Since 2018, ORLEN Group companies have appointed Anti-Corruption Compliance Officers or, in case of those companies which do not have separate organisational units in charge of security, persons cooperating with the Anti-Corruption Compliance Officer of PKN ORLEN S.A.
In 2021, an interdisciplinary project team was esta-blished at PKN ORLEN S.A. to develop assumptions for the Rules for Reporting Breaches of Law and Protecting Persons who Report Breaches of Law at the ORLEN Group (Whistleblowing and Whistle-blower Protection Rules) on the basis of Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23rd 2019 on the protection of persons who report breaches of Union law, and on the basis of proposed national legislation. The solu-tions developed by the team have been prepared for implementation across the ORLEN Group as an organi-sational standard, and implementation of the regula-tions is planned for 2022.
