We are an Argentine company whose corporate purpose is the production of granulated urea, storage, distribution, wholesale and retail sales, and the export of surpluses. The corporate composition of Profertil S.A. is as follows:
GRI 102-5, 102-15, 102-16, 102-18, 102-19, 102-20, 102-22, 102-23, 102-26, 102-28, 102-29, 102-30, 102-31, 102-32, 405-1
The country’s main energy company, leader in the exploration and distribution of oil and gas products, both of conventional and non-conventional origin.
Canadian company, leader in the production and commercialization of inputs and services for agriculture worldwide. It was consolidated through the merger of PotashCorp and Agrium Inc. in January 2018.
To efficiently produce nitrogen fertilizers and commercialize other fertilizers in a sustainable manner, satisfying the expectations of shareholders, customers, employees, suppliers and communities where we operate.
To lead the wholesale nitrogen fertilizer production and commercialization in the Southern Cone.
In Profertil, we are committed to maintaining the highest standards of ethical conduct in all activities. Therefore, in 2020, the new Compliance and Legal Management was created, whose main objective is to continue consolidating our robust compliance culture. This culture has been forged over the years under the prism of our basic principles of action:
• Ethics: We develop our activities with integrity and honesty acting consistently.
• Respect: We promote mutual respect between people and responsible care for the environment and safety.
• Engagement: We do our best to achieve the agreed objectives.
• Professionalism: We perform our tasks applying the best knowledge and quality standards for each situation.
We have a Governance Management, made up of six regular directors and six alternate directors and made up, in equal parts, of members of YPF S.A. and Nutrien Inc.
Miguel Eduardo Morley
Mauricio Alejandro Martín
Mauricio Alejandro Martín
Gabriel César Grzona
Miguel Eduardo Morley
Trevor Leigh Williams
Composition as of December 31, 2020.
None of these directors hold executive or operational positions
67% MEMBERS OF ARGENTINE NATIONALITY
33% OTHER NATIONALITIES
The Board of Directors is responsible for the administration, policy implementation and management of Profertil’s activities. In this sense, it makes all decisions related to that end, designing the corporate governance structures and practices. The basic pillars of the Company’s corporate governance system are contemplated fundamentally in the Bylaws, the Shareholders’ Agreement and the Code of Conduct. The internal policies are transparency, integrity, honesty, shareholder participation, the proper functioning of the Board of Directors and the independence of the external auditor. Its members actively participate in the meetings, which are held once every three months and through which fundamental decisions are made for the proper functioning and management of the Company.
Up to December 2020, the executive governance structure, on which the Company’s daily management depends, consists of a Management Team composed of nine managers:
Eng. Horacio Federico Veller
Accountant Carlos Loustalet
Eng. Mario Suffriti
Eng. Claudio Pajean
Eng. Gustavo Lucero
INPUTS AND MANAGEMENT
Accountant Martín León
Biochemist Raúl Meder
B.A. Marcelo Bertolino
COMPLIANCE AND LEGAL
Attorney Diego Ariel Blázquez
100% MEMBERS OF ARGENTINE NATIONALITY
They are responsible for supervising and managing the Company’s performance through its Integrated Management System (IMS), implemented through procedures and policies (Mission, Vision, Values, Code of Ethics, Integrated Quality Policy, Health, Safety, Environment and Energy, and Management Objectives and Indicators), which define the Company’s actions. Among their functions are:
- Preparing the annual budget.
- Elaborate the strategic plan.
- Consolidate the risk matrix and develop the mitigation plan.
- Monitor the Integrated Management System.
The performance of the Management Team is measured through the degree of compliance with its annual objectives, in economic, social and environmental matters, such as reducing to zero the number of physical accidents and the occurrence of environmental incidents,
the satisfaction indicators of the institutional programs and the opinion of the different stakeholders, among others. Once these objectives are established, their evolution is monitored through the tracking of indicators and is submitted to the highest governing body for its information.
For the response to emergencies, such as the COVID-19 in 2020, we have an Incident Command system (CIE, in Spanish), in which all the management, headquarters or areas of the company participate and assume the responsibility in the decision making process. It has a series of components that work together interactively and that provide the basis for the concept of effective operation of the CIE: common and simple terminology, modular organization, integrated communications. The CIE is formed by:
The CIE is formed by:
• 1st Command
• 2nd Command
• 3er Command
The Ethics Committee was formed in 2005 and is made up of the Management Team. Its objective is to address issues related to the interpretation of the Code and to periodically recommend improvements, for approval by the Board of Directors. The Compliance Officer coordinates the general aspects of the implementation of the Code and related regulations. It is in charge of managing the complaints made to it, transferring them to the Ethics Committee and taking care of their follow-up and investigation, according to the established procedure. The meetings are held periodically, to deal with the complaints that are presented and to analyze the cases of conflict of interest or specific cases to be resolved.
ETHICS, ANTI-CORRUPTION AND COMPLIANCE
Because we strive to maintain the highest standards of ethical and legal conduct in all of our activities, and because our shareholders are listed on the U.S. Stock Exchange, we must comply with various laws, including the Foreign Corrupt Practices Act (LPCE) and the Criminal Liability Act 27,401, which were included, in general, in our Code of Ethical Conduct.
This Code details the principles and values with which we carry out our business activity and to which all the staff adheres without restrictions, in order to respond to the following objectives:
- To promote the highest standards of ethics and the application of the values of honesty, justice, integrity, loyalty and cooperation in all acts.
- To provide a fundamental guide for the people who make up our company to carry out their tasks with maximum transparency.
- To avoid interference between those who make up our Company and businesses or conflicts of interest that are alien to its activity and could harm it.
- To safeguard and protect reserved and/or confidential information, as well as the Company’s assets.
- To ensure an image of commercial integrity in business with shareholders, institutions and society in general.
GRI 102-16, 102-17, 102-25, 103-2, 103-3, 205-1, 205-2,
205-3, 307-1, 406-1, 416-2, 417-2, 417-3, 419-1
Material Issues: Regulatory Compliance and Anti-Corruption, Sustainable Agriculture, Labor Practices, Practices with Distributors and Agricultural Producers
COMPLIANCE MANAGEMENT PROCESS
To meet the objective of consolidating our robust compliance culture, during 2020 we continued to develop the Integrity Program, aimed at ensuring total transparency in each of the Organization’s activities. In this sense, all the tools of the aforementioned program were analyzed in depth, a diagnosis of each of them was made, improvements were designed, and their implementation began.
CODE OF ETHICAL CONDUCT
Our Code of Ethical Conduct defines the guidelines and standards of integrity and transparency for all those who act and interact with Profertil: employees, interns, directors, suppliers, contractors, shareholders, and anyone who provides services to the Company or works on its behalf.
It regulates the principles of conduct that must be respected in the workplace, while reaffirming our commitment to the health and safety of people, environmental protection and sustainable development.
It also embodies the guidelines to promote respect for diversity and inclusion, establishes guidelines for liaison with third parties, and provides for various measures to secure the Company’s assets, among other relevant points.
The Code of Conduct contains the principles of conduct in the workplace, business practices and asset security:
Conduct principles in the workplace:
- Compliance with the legislation and procedures of Profertil S.A.
- Conduct in the workplace
- Accounting and auditing
- Environmental protection and safety
Conduct principles in business practices
- Relations with suppliers and contractors
- Relations with shareholders and investors
- Political contributions
- Money laundering prevention
- Anticorruption policy
- Conﬂicts of interest (gifts, relationships with third parties, supply of Company goods or services, employment outside the Company, financial interests in other organizations).
- Hiring of business partners
- Defense of competition or unfair competition
- Company Assets
- IT Policy
- Use and handling of internal information
The Code of Conduct contains specific guidelines for the identification, management and solution of present and/or potential conflicts of interest that may arise among the members of Profertil and the Company and the relationships between partners and third parties.
In 2020, we have redesigned the Code of Ethical Conduct to make it easier to read and to better understand its contents. We have also developed different formats of this document to facilitate its accessibility, both in paper and digital format, and thus facilitate its permanent consultation. At the same time, a Code of Ethical Conduct for Third Parties has been created, which contains the guidelines that Profertil has defined and requires from each of the persons or entities with which it is linked, the due diligence of Third Parties was deepened, and several internal procedures were adapted, such as the General Conditions of Contracting and Purchasing, among others.
We are committed to maintaining the highest standards of ethical and legal conduct in all our activities, so all Profertil personnel have the duty to adhere to the principles and values arising from the Code of Ethical Conduct.
ETHICAL CONDUCT LINE
We have an anonymous and conﬁdential Whistleblower Channel that has been in operation since 2012 and is managed by an independent third party: the company RESGUARDA1. To ensure the dissemination and understanding of the Code of Ethics, the Foreign Corrupt Practices Act and the Criminal Liability Act 27,401, staff are trained through a multimedia platform. At the end of this training, the participants receive their annual Certifications, after sending the form to Human Resources that proves they have completed the training and accepted the Code’s regulations.
The Ethical Conduct Line is a communication channel for Profertil members and third parties to report any irregularity or situation that violates the provisions of our Code of Ethical Conduct.
ANNUAL TRAINING PROGRAM
Within the Education and Training Program, the following courses were provided:
- Healthy Links Program: Promote healthy links and the generation of work environments free of violence and harassment, aimed at managers, leaders and all staff.
- Liability of Legal Entities: Training on the contents of the laws on criminal liability of private legal entities, money laundering, tax fraud, customs crime, foreign exchange crime and financial intermediation crime.
- Prevention of Fraud, Corruption and Money Laundering:
An e-learning course was designed and implemented to reinforce knowledge regarding prevention, fraud, corruption and money laundering.
The course is to be conducted annually by the holders of the defined positions as critical for these topics and the new employees who move to these positions are incorporated.
- Compliance and the Decision Making Process: Geared for the Management Team to analyze the decision making process within the legal framework defined by national and international standards. At the same time, a program of workshops was carried out to diagnose the Risk Matrix and update it, with the participation of different levels of management from all areas of the Company. These workshops were conducted with the advice of IAE professionals. From these workshops, by the end of 2020, the Compliance Risk Matrix was updated and in 2021 the follow-up program and updating process of said matrix will be carried out according to its probability and impact. For its part, the Management Team reviewed the matrix that records the various risks with their probability of occurrence and impact on the Company and determined the mitigation actions, establishing their periodic monitoring.
Virtual meetings were held with all management when introducing the Compliance and Legal area, to launch the Tone on the Top, and the goals and objectives of the new management were communicated. Strategic alliances were created with different areas of the Organization, to achieve synergy in collaborative work on shared issues. Thus, we worked with the Procurement sector on all issues related to third party due diligence, with the Finance sector on those related to money laundering, with Human Resources on those related to diversity and inclusion, with the Systems area on those related to data protection, with Environment, Health and Safety on those related to environmental compliance, with Institutional Relations on those related to sustainability, among other tasks carried out in association. Contacts with the Compliance Officers for each partner as well as of other companies and organizations were established. All this made it possible to strengthen ties and promote the development of joint actions, as well as to share experiences and lessons learned, generating coordinated work with repercussions in all areas of our Organization’s activities. The Profertil website was updated, and a compliance section was created to communicate the principles, management processes and codes for Profertil employees and third parties, as well as the Resguarda data visible to all.
1 During 2020, we did not receive any Significant fines or non-monetary sanctions for non-compliance with environmental, social or economic legislation or regulations, or for discrimination or corruption. In addition, we did not have any claims, fines or non-monetary sanctions related to the impacts on the health and safety of people from the products sold and the services provided; nor did we have any claims, fines or non-monetary sanctions related to the labeling of products and services or non-compliance derived from our marketing communications.