Skip Links
Governance
3i has a policy of seeking to comply with established best practice in the field of corporate governance. The Board has adopted and promotes corporate values and Group standards, which set out the behaviour expected of staff in their dealings with shareholders, customers, colleagues, suppliers and others who engage with the company. One of the core values promoted within the Group is a belief that the highest standard of integrity is essential in business.
The company complies with the provisions of section 1 of the Combined Code on corporate governance published by the Financial Reporting Council in June 2006.
Risk governance
3i operates four committees that address corporate responsibility-related issues, each of which reports to the Operational Risk Committee and then to the Board. These are:
- Corporate Responsibility Committee
- Health and Safety Committee
- Conflicts Committee
- Regulatory Risk Forum
All employees have a responsibility to be aware of, and to abide by, 3i's policies and procedures, which have been developed to guide staff and regulate the conduct of the day-to-day operations of the business. These policies and procedures are available to all employees through 3i's portal, a web-based knowledge system. Employees are encouraged to make suggestions to improve these policies and procedures.
Corporate Responsibility Committee
The Board as a whole is responsible for corporate responsibility. The executive Directors are responsible for ensuring compliance with 3i's corporate values and standards. When setting executive Directors' remuneration, the Remuneration Committee is able to evaluate corporate performance on environmental, social and governance issues.
3i's Corporate Responsibility (CR) Committee considers and reviews environmental, ethical and social issues relevant to 3i's business and reports regularly to the Board. It promotes awareness of these issues across the business through training and communication. It promotes the development of corporate responsibility policies, procedures and initiatives and monitors and reviews their operation.
A risk matrix methodology is used to identify and assess potential risks and their impact, monitor developing trends and best practice and consider changes in 3i's business and culture. A Group-wide risk log is used to record identified risks and to monitor their management and mitigation. This log of identified risks is reviewed and updated at meetings of the Committee and significant risks are reported to 3i's Operational Risk Committee.
As Chairman of the CR Committee, Kevin Dunn has specific responsibility for 3i's corporate responsibility policies, leading the development of new initiatives and targets and reporting to the Board. The CR Committee's membership reflects the balance of 3i's business with representation from Europe, Asia and the US and from a range of business line and Group activities.
Corporate Responsibility Committee
Kevin Dunn |
Company Secretary and Chairman of the Committee |
| Deepak Bagla | a Director in 3i's India Infrastructure investment business |
| Douwe Cosijn | Head of Investor Relations |
| Patrick Dunne | Group Communications Director |
| Jan-Peter Onstwedder | Head of Risk |
| Tony Wang | an Associate Director in 3i's Asia investment business |
| Phil White | a Partner in UK Infrastructure |
The Committee's membership reflects the balance of 3i's business with representation from a range of business line and Group activities.
Health and Safety Committee
3i has an Occupational Health and Safety policy, as well as a series of arrangements and procedures. Our objective, achieved in the year to 31 March 2009, is zero accidents and incidents under relevant Health and Safety regulations.
A Health and Safety Committee has been established to oversee the application of the relevant policies and procedures and to consider health and safety risks across the business. The Chairman then reports to the Board, and the committee as a whole reports to the Group Operational Risk Committee. The members at 1 June 2009 were:
Alex Clayton
Security and Continuity Service Manager
Lorene Gibbons
Group Communications Executive
Janette Reid
Growth Support / Operations Manager
Joanne McCarthy
Health and Safety Manager
Kevin Dunn
Group Legal Counsel and Company Secretary
Michael Wilde
Group Facilities Manager
Michelle Grove
Human Resources Manager
Nick Brookes
Senior Manager, Group Risk Assurance and Audit
Conflicts Committee
Our reputation is one of our most important assets, and it is important that we maintain a reputation for high standards of professional behaviour at all times. Our core values include a commitment to act fairly and with integrity at all times. This includes ensuring that we identify and manage potential conflicts of interest.
Our conflicts of interest policy and associated procedures are designed to address our specific requirements to our regulatory customers (limited partners and portfolio companies); to underpin our corporate values, and to protect the reputation of both 3i and our employees. Our corporate values include a commitment to be commercial and fair, to respect the needs of our stakeholders, and to maintain our professionalism and integrity.
There are four situations where conflicts of interest can arise with regulatory customers:
- Conflicts between 3i and one or more of its portfolio companies and/or between two or more 3i portfolio companies.
- Conflicts between 3i and one or more of its managed or advised funds or between two or more 3i managed or advised funds.
- Conflicts between one or more 3i business lines.
- Conflicts between 3i and one or more carried interest and/or co-investment partnership or vehicle or between two or more such partnerships or vehicles.
The overriding principle is that 3i will treat its customers fairly and, specifically, will at all times act in accordance with 3i Investments plc's fiduciary position as manager and applicable FSA principles as to treatment of regulatory customers.
For conflicts with regulatory customers, primary responsibility for addressing a potential conflict lies with the relevant members of 3i's Management Committee. If necessary, the issue may be taken to the Conflicts Committee, which provides advice on the issue.
Kevin Dunn, General Counsel & Company Secretary, chairs the Committee and its members are drawn together from senior staff, depending on the nature of the specific conflict. Appropriate written records of consideration of conflicts and potential conflicts are kept, and copies of such records are provided to Group Compliance.
Regulatory Risk Forum
In order to conform to necessary legal and regulatory requirements across multiple jurisdictions, 3i operates a complex legal and corporate structure. This requires appropriate internal processes and procedures to be developed and followed, supported by professional teams with appropriate skills, drawing upon external resources where appropriate. There is also a Regulatory Risk Forum which meets periodically to review and plan for forthcoming and anticipated legal and regulatory changes which could impact the Group.
