The Messer Compliance Management System (Messer CMS) is a concept that describes an organizational framework based on Messer’s value system and the practical implementation of that concept, including the identification of related responsibilities. This organizational concept aims to proactively prevent violations of the Messer Code of Conduct. It serves as a clear framework for actions to resolve conflicts of interest and ensure compliance with current laws, regulations, and internal/external operational policies across all areas of Messer’s business. Messer CMS is supported by the clear commitment of the Executive Board and managing directors and acts as a tool to build trust with customers, partners, employees, competitors, the public, and the media.
The management of Messer SE & Co. KGaA has compiled the core principles of the organizational concept into a Code of Conduct (“Messer Code of Conduct”). This Code represents a proactive corporate governance approach and serves as a guide for all employees in their daily work, aligning with Messer’s corporate mission. Executive Directors must ensure, through appropriate measures, that all employees have free access to the Messer Code of Conduct and are informed about where and how to view it.
The Messer Code of Conduct is the core document of Messer’s Compliance Guidelines. In addition, there are also Group Guidelines, guidance documents, handbooks, and internal regulations that apply company-wide or locally. The Messer Code of Conduct emphasizes risk analysis results to regularly identify specific risks that the company commonly faces.
The professional competence and entrepreneurial spirit of each employee are the most important resources we rely on to achieve the company’s objectives. We highly value the commitment and passion that employees bring to the company’s success. While carrying out their tasks, employees must comply with relevant laws and the principles of the Messer Code of Conduct.
We also expect our business partners, customers, and other parties working with Messer to comply with applicable laws and the principles outlined in the Messer Code of Conduct.
The Code defines a global binding standard and guidance for all business partners, based on the 10 principles of the United Nations Global Compact. It focuses on internationally recognized standards in human rights, labor, environmental protection, and anti-corruption.
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Messer’s Code of Conduct establishes binding behavioral principles for all employees worldwide. The Code of Conduct is part of the Messer Compliance Management System (Messer CMS) and emphasizes Messer’s sustainable understanding of values and integrity in life.
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The management of Messer SE & Co. KGaA is responsible for overseeing the Messer Compliance Management System. This organizational concept is binding for all executive directors, managers, and employees at Messer.
In accordance with current legal regulations, executive directors are responsible for implementing and enforcing this concept within their companies and ensuring compliance. To support executive directors and supervisory bodies, the Board of Directors of Messer SE & Co. KGaA has appointed a Chief Compliance Officer (CCO). In addition, there are local compliance officers (LCOs) in each country, appointed by regional managers in coordination with the executive directors of the respective countries.The compliance team is further supported by department heads at the company’s headquarters, who are responsible for specific areas and are referred to as Business Compliance Officers (BCOs). Messer SE & Co. KGaA has established responsibilities, rights, and duties for all compliance officers in its compliance officer guidelines.
Role model responsibilities are assigned to executive directors, department heads, managers, CCOs, LCOs, and BCOs. They are expected to act with social and ethical awareness. Executive directors and managers must set the tone through structured leadership, communication, decision-making, monitoring, and guidance. Furthermore, they must commit to protecting customers, employees, and the environment. In this context, their clear commitment to integrity, legal compliance, and the prevention and sanctioning of illegal behavior is essential.
Potential weaknesses within Messer have been identified through detailed risk analysis, covering all regional subsidiaries and company departments.
In addition to classroom training, webinars and online learning sessions can be organized based on selected topics related to the Messer Code of Conduct. In principle, departments within the company, national management bodies, and individual departments have identified the training content and employees to be trained. They will determine the structure and method for conducting the training sessions. If necessary, support may also be provided by external service providers to ensure suitable training materials. The Executive Board of the Messer Group may define mandatory training courses and content, as well as determine which groups of employees will receive the training.
Through the Group’s guidelines, the provisions have been standardized in accordance with associations, rules, and regulations. These include the ongoing policies of the Executive Board of Messer companies in each country, specific rules based on the four-eyes principle, and individual requirements from central departments. Various items must be approved and reported as specified.
More in-depth topics need to be discussed and aligned, and experience and information should be exchanged and reported during regular meetings at each country-level company or at the regional or group level.
Critical processes have been identified at Messer and are certified (e.g., ISO, GMP).
To comply with the Messer Code of Conduct, the current organizational structure must be applied. Independent departments and individuals responsible at the regional level and within the management bodies are directly accountable. This ensures the implementation of individual responsibility and compliance with the Messer Code of Conduct in their respective areas.
With support from the Group’s Legal and Compliance departments, internal audits are conducted regularly over several days across all Messer companies worldwide. As a result, relevant regulations (e.g. provisions of associations, business rules, special regulations, training provided, compliance with reporting requirements, etc.) related to the Messer Code of Conduct must be strictly reviewed. In addition, each department also conducts detailed inspections (e.g. SHEQ, Health, IT). Feedback and proposed improvements are documented in a report, which is then submitted to the Executive Board of Messer SE & Co. KGaA. The implementation of these proposed improvements is reviewed through follow-up evaluations within a defined timeframe.
Pending legal cases and potential or threatened risks exceeding a certain value/risk level are to be reported every three months. This includes all relevant details regarding the incidents, the value of the litigation, case status, procedural risks, and, if necessary, provisions already made or planned.
Executive Directors, LCOs, and BCOs are responsible for informing the CCO of any suspected serious violations of the Messer Code of Conduct. All processes related to the Code of Conduct at the regional or departmental level must be reported to the CCO as part of the Annual Compliance Report no later than January 31st.
The CCO regularly reports to the Management Board of Messer SE & Co. KGaA and, in specific cases upon request, immediately reports any serious violations of the Messer Code of Conduct that have come to their attention. Otherwise, such reports must be submitted at least once a year.
Once a year, all subsidiaries and central departments submit reports to the Group’s VP of Corporate Audit regarding risk-related information. This is discussed at the Supervisory Board of Messer SE & Co. KGaA, which will decide on further actions if necessary. Messer’s Audit Committee receives these reports and, if needed, seeks clarification through further information.
Every year, Messer summarizes all activities in a Sustainability Report and seeks certification under the Global Reporting Initiative (GRI) framework.
Reports on compliance violations and confirmed suspected cases must be clearly identified.
Executive directors and specialists must assign, organize, and fulfill their duties in such a way that employees’ reports of current legal or Code of Conduct violations (“compliance breaches”)—as well as reasonable suspicions—can be reported to them at any time to ensure immediate corrective action is taken.
Guidelines for Reporting and Handling Code of Conduct Violations at Messer describe how to report violations of regulations or other misconduct, and how such violations are addressed.
Hotline: +49 800 447 1000 and dedicated email address: inherit@messergroup.com are always available for submitting messages.
As part of the reporting process, a report must be created detailing the responses to confirmed compliance violations. This should include a description of how the issue was investigated, the consequences of the identified misconduct, and the decisions on next steps.
Through appropriate measures, Executive Directors must ensure that all employees are informed about how and to whom to report Code of Conduct violations at Messer, including public communication of the compliance hotline and dedicated email address.
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