GOVERNANCE FRAMEWORK POLICY
Document No.: | 1I-APO-001 | |
Governance Owner: Chief ESG and Integrity Officer | ||
Version: | 03 | |
Approved by: Board of Directors | Approval Date: | 2022-05-05 |
Revision Date: | 2022-05-05 | |
Issued by: Integrity | ||
Issuance Date: | 2022-06-23 | |
Purpose
The purpose of this policy is to establish the guiding principles and mandatory requirements related to governance documents management. It details:
- The classification and approval levels of governance documents;
- Governance documents standards;
- Consistent processes for the development, publication, review and withdrawal of governance documents;
- The process to request and manage deviations; and
- Information about governance documents violations and how to report them.
Revision Index | ||
Version | Date | Revision Details |
01 | 2018-01-03 | Initial version - Complete review and merge of former Policies 1000 (Policy on Policy) & |
1001 (Deviation) | ||
1.1 | 2018-12-29 | Minor changes including organizational change from Ethics & Compliance to Integrity |
2.0 | 2019-07-24 | Modification of the Document Hierarchy structure; addition of Governance Documents |
Review section and minor changes (including format). | ||
2.1 | 2019-10-31 | Modification to the Governance Documents Review section and to the document types in |
the Document Hierarchy. | ||
03 | 2022-06-23 | Complete re-write of the Policy |
Users must always verify that they use the most current version available on the Governance Documents section of the intranet.
SNC-Lavalin | Policy - GOVERNANCE FRAMEWORK |
1. Scope
The scope of this policy is defined in the Global Glossary.
2. Audience
This policy applies to all SNC-Lavalin personnel.
3. Definitions
All terms in bold and italic are defined in the Global Glossary.
4. Classification Related Requirements
4.1. Policy Coordinator Pre-Assessment of Changes
In order to comply with the mandatory review and approval requirements as detailed below, the nature of the changes made to existing Class 2 procedures and Class 1 governance documents must be assessed by the policy coordinator. The policy coordinator must determine if changes are minor or substantial in nature as per the Governance Framework Process Work Instruction.
Changes made to the company's purpose, vision and values are excluded from this process.
Changes to Class 2 governance documents other than procedures and Class 3 governance documents do not need to be assessed by the policy coordinator.
4.2. Class 1 Governance Documents
Class 1 governance documents have high relevance for the whole organization. They are issued by top management and apply to the whole company (all sectors and regions).
All Class 1 governance documents must be approved by the Board of Directors or Executive Committee.
4.2.1 Elevated Requirements
Some Class 1 governance documents are subject to elevated levels of review and approval. In such cases, approval delegation is never permitted and compliance with all the requirements below is mandatory:
Policy | Required Approvals | ||||||||||||
Description of Changes | Oversight | Executive | Board of | ||||||||||
Committee | Committee | Corporate | |||||||||||
Review | Directors | ||||||||||||
Levels of Authority (LOA) Policy: | |||||||||||||
(i) | Any changes to Corporate and/or Board of | Governance, | |||||||||||
Directors' approval requirements and/or | Ethics and | ||||||||||||
delegation rights in relation thereto; | Sustainability | ||||||||||||
(ii) | Any addition or removal of any LOA Policy | Yes | Review | CFO, GC | Committee | ||||||||
section; | and | ||||||||||||
(iii) | Any other changes which in the opinion of | Board of | |||||||||||
GC or CFO require Board of Directors' | Directors | ||||||||||||
approval | |||||||||||||
Governance, | |||||||||||||
Chief ESG | Ethics and | ||||||||||||
Governance Framework Policy: | Sustainability | ||||||||||||
and | |||||||||||||
(i) | Any changes to Board of Directors' | Yes | Review | Committee | |||||||||
Integrity | |||||||||||||
approval requirements | and | ||||||||||||
Officer | |||||||||||||
Board of | |||||||||||||
Directors | |||||||||||||
Users must always verify that they use the most current version available on the Governance Documents section of the intranet.
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SNC-Lavalin Policy - GOVERNANCE FRAMEWORK
Policy | Required Approvals | |||||||||||
Description of Changes | Oversight | Executive | Board of | |||||||||
Committee | Committee | Corporate | ||||||||||
Review | Directors | |||||||||||
Governance, | ||||||||||||
Ethics and | ||||||||||||
Substantial changes to the Diversity and | Sustainability | |||||||||||
Inclusion on the Board of Directors and in | Yes | Review | EVP HR | Committee | ||||||||
Senior Management Positions Policy | and | |||||||||||
Board of | ||||||||||||
Directors | ||||||||||||
Audit and Risk | ||||||||||||
Substantial changes to the Disclosure & Insider | Committee | |||||||||||
Yes | Review | CFO, GC | and | |||||||||
Trading Policy | ||||||||||||
Board of | ||||||||||||
Directors | ||||||||||||
Any changes other than those indicated in the table above (including minor changes) are subject to the requirements indicated in Section 4.2.3 (below).
4.2.2 Commitments and Statements
All commitments and statements must be issued with the CEO's signature and therefore require his approval.
Their review and approval must also comply with the following requirements:
Policy | |||||||||||
Description of Changes | Oversight | Executive | Board of | ||||||||
Committee | Committee | Directors | |||||||||
Review | |||||||||||
Minor changes that are not part of a yearly | No | Not required | Not required | ||||||||
renewal | |||||||||||
Annual renewals without any changes but the | No | Approval | Not required | ||||||||
date | |||||||||||
Changes to commitments and statements for | |||||||||||
which Board of Directors' approval is required | Yes | Review | Approval | ||||||||
by law | |||||||||||
Substantial changes to existing or new | Yes | Review | Approval | ||||||||
commitments and statements | |||||||||||
4.2.3 Other Class 1 Governance Documents
Except for the company's purpose, vision and values, all changes made to existing Class 1 governance documents must be assessed by the policy coordinator.
Users must always verify that they use the most current version available on the Governance Documents section of the intranet.
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SNC-Lavalin | Policy - GOVERNANCE FRAMEWORK |
When changes made to the documents in the table below are deemed substantial by the policy coordinator and when new policies are necessary, the following requirements must be respected:
Policy | |||||||||||
Governance Documents | Oversight | Executive | Board of | ||||||||
Committee | Committee | Directors | |||||||||
Review | |||||||||||
Purpose, Vision and Values | No | Review | Approval | ||||||||
Code of Conduct | Yes | Review | Approval | ||||||||
Supplier Code of Conduct and Counterparty | Yes | Approval | Not required | ||||||||
Code of Conduct | |||||||||||
Policies (except for elevated requirements as | Yes | Approval | Not required | ||||||||
per Section 4.2.1) | |||||||||||
When changes made to the documents in the table above are deemed minor by the policy coordinator, they can proceed without any further review or approval.
4.3. Class 2 Governance Documents
Class 2 governance documents are issued by corporate functions and apply to the whole company (all sectors and regions).
All Class 2 governance documents must be approved within the issuing corporate functions.
When changes made to the documents in the table below are deemed substantial (by the policy coordinator for procedures and by the policy custodian for the rest) and when new Class 2 governance documents are necessary, the following requirements must be respected:
Governance Documents | Policy Oversight | Approval |
Committee Review | ||
Procedures | Yes | governance owner |
Work instructions and guidelines | No | governance owner |
Workflows, manuals, templates, forms and | No | policy custodian |
checklists |
When changes made to the documents in the table above are deemed minor, they can proceed without any further review or approval.
4.4. Class 3 Governance Documents
Class 3 governance documents are issued by sectors and regions and applicable only to such sectors and regions.
Governance leads are responsible for reviewing and issuing Class 3 governance documents under their scope of responsibility while ensuring that these Class 3 documents always comply with Class 1 and Class 2 documents as per Section 5 (below).
Some corporate functions may require that they review or approve Class 3 governance documents that relate to their scope of responsibility. In such cases, they must indicate this requirement in their policies and procedures.
Users must always verify that they use the most current version available on the Governance Documents section of the intranet.
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SNC-Lavalin | Policy - GOVERNANCE FRAMEWORK |
4.5. Proof of Review and Approval
The issuing party must keep all proofs of review and approval of governance documents under their scope of responsibility as per the Records Management Procedure. These proofs must also be provided when issuing some governance documents as per the Governance Framework Process Work Instruction.
4.6. Review and Approval Validity
The time limit between the review of Class1 and Class 2 governance documents, their approval and their publication is indicated in the Governance Framework Process Work Instruction.
5. Governance Documents Consistency
The issuing party must ensure that all governance documents under their scope of responsibility are consistent and comply with governance documents at a higher level in the hierarchy. In the event of a conflict or inconsistency between governance documents, the provisions of the document with the highest classification level always take precedence.
6. Governance Documents Standards
All personnel must comply with the Governance Framework Process Work Instruction when drafting, issuing or otherwise handling governance documents.
7. Mandatory Revision of Governance Documents
Governance owners and governance leads must ensure that the governance documents under their scope of responsibility are up to date by reviewing them and drafting new documents as required.
Policies must be reviewed at least every three (3) years. Class 2 procedures must be reviewed at least every two (2) years. Both can be reviewed more often as needed.
Policies and Class 2 procedures can be reviewed once without making any modifications and seeking no new approval. However, approval requirements indicated for substantial changes as per Section 4 (above) must be respected at least for every second revision when no modifications are made.
Mandatory reviews must be documented as per the Governance Framework Process Work Instruction.
8. Governance Documents Publishing
8.1. General Principles
All Class 1 and Class 2 governance documents must be published on the Capability Hub.
When it is not possible to make a specific Class 1 or Class 2 governance document accessible to all employees, a formal deviation request must be filed in order to approve and document its location as per the Exceptions and Deviations section below.
Class 1 and Class 2 governance documents must be reviewed and approved (as per Section 4 above) and published on the Capability Hub before using, sharing or enforcing them. When governance documents need to be published elsewhere (infozone, website) or shared with personnel or third parties (clients, bid, etc.), they must be published on the Capability Hub first.
8.2. Effective Date
Governance documents become effective and enforceable on the date of their publication.
Users must always verify that they use the most current version available on the Governance Documents section of the intranet.
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Disclaimer
SNC-Lavalin Group Inc. published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2022 09:59:16 UTC.