Governance & Ethics

A foundation of integrity

The governance of Molson Coors embraces both strong family traditions and performance-based management. We set our sights on the highest standards of good corporate governance in order to:

  • Strengthen shareholder value
  • Fulfill our responsibilities to our employees, customers and suppliers
  • Satisfy credit, environmental, legal and other regulatory requirements

Responsibility shared by all

Good corporate governance is the responsibility of our board of directors, senior executive team and employees, who all are bound by our Code of Business Conduct. This Code incorporates best practices for our business, and complies with the requirements of the New York Stock Exchange and Securities & Exchange Commission.

There is winning at all costs and there is winning the right way

At Molson Coors, winning the right way matters to us. Our Shared Values unite us and guide our actions. This belief is the cornerstone of our Ethics and Business Conduct program.

Our Audit Committee of the Board of Directors and our internal Ethics and Compliance Committee, comprised of our CEO and his direct reports, help set the direction of our program and hold themselves accountable to the same standards of ethical behavior.

Our Board of Directors is elected by the stockholders to oversee their interests and to foster the long-term success of the Company in accordance with the provisions of our Certificate of Incorporation and Bylaws. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged with conducting the business of the Company.

Certificate of Incorporation

Summary Description of Capital Stock

Bylaws

Corporate Responsibility (CR) is a Board priority, embedded into the Company's strategy and integrated into the expectations of senior and other leaders. To govern CR a CR Council was formed in January 2012, chartered by the Executive Leadership Team, and with accountability for delivering performance in the strategic, operational and commercial areas of the business including climate strategy. The Council enhances performance and the company's reputation and supports the business’ ambition to be ‘First Choice for Consumers and Customers’ through corporate responsibility. The Council is sponsored by the Chief People & Legal Officer and Chief Supply Chain Officer and chaired by the Chief Corporate Responsibility Officer. The Council reports to the Executive Leadership Team three times a year and twice a year directly to the Board of Directors.

Remuneration Tied to ESG

Monetary reward in performance pay is rewarded to the Corporate Executive Team; Chief Executive Officer; Chief Operating Officer; and the entire Management group on the basis of the following indicators:

  • Performance against our 2020 Sustainability Targets such as Energy used per hl of production (MJ/hl), and Water consumption per hl of production (hl/hl),
  • Performance in external benchmarking indices (such as Carbon Disclosure Project and Dow Jones Sustainability Index) , and
  • Responsibility of alcohol products as measured through performance of the CEO Producer Alcohol Commitments

These indicators form part of the BrewHouse Operating Scorecard and are integrated into a larger suite of metrics which drive our business at a global level. The Corporate Executive Team are rewarded on the basis of this entire suite of metrics.

Monetary reward in performance pay is rewarded to Business unit managers; Energy managers; Environment/sustainability managers; Process operation managers; and Risk managers on the basis of 4 indicators: 

  • Fuel used per hl of production (MJ/hl),
  • Electricity consumed per hl of production (MJ/hl),
  • Carbon emissions per hl of production (kgCO2e/hl),
  • Water consumption per hl of production (hl/hl).

Non-monetary recognition for efforts undertaken to reduce carbon emissions, energy use and water consumption is heavily used as a method of generating excitement amongst employees in sustainability. We employ Yammer as an internal social media network to recognize accomplishments.

Accountability

Corporate responsibility key performance indicators are integrated into the quarterly company performance review by the Executive Leadership Team, the company quarterly report to all leaders and quarterly communication to all employees, across all our regions. The Board of Directors also review CR performance as part of their overall company performance oversight. Twice a year, the Board undertakes a deeper dive into a corporate responsibility topic of particular importance or relevance.

Our Code of Conduct

At the heart of our ethical culture is the Code of Business Conduct, Living Our Values.

As we say at Molson Coors, we have a duty to ourselves, the communities we live in, the suppliers we work with, the customers we serve and the beer drinkers we seek to delight to always do the right thing. Our guide to doing the right thing is our Code of Business Conduct, Living Our Values. Together with our Values, the Code helps us to ensure our decisions and actions are consistent with the “right way.” All employees and the Board of Directors affirm the Code upon joining our company, and every two years after that.

Bringing the Code to Life

The Code is the cornerstone of our ethics and compliance program which includes communication, training, policies, and monitoring and auditing procedures on a variety of topics relevant to our business. These topics include, but are not limited to, accurate books and records, alcohol responsibility, anti-bribery and corruption, conflicts of interest, competition data privacy, discrimination and harassment, social media and speaking up. Communication and training elements focus on providing employees with an understanding of the compliance topic as well as tools to help them apply what they have learned to their area of responsibility. Our Ethics and Compliance intranet site puts ethics and compliance information and other resources into the hands of our employees wherever they reside. To ensure the company’s strong tone at the top spreads throughout leaders at all levels of the organization, we added resources in 2014 aimed specifically at middle management to better enable them to communicate about ethics and compliance issues and demonstrate “the right way” daily in their particular roles.

Under the Chief Ethics and Compliance Officer and our Executive Ethics and Compliance Committee, we work with partners in each or our regions to promote a consistent global approach to doing things the “right way” everywhere we do business.

Anti-bribery & Corruption

Molson Coors prohibits bribery and corruption by its employees or by anyone who is acting on behalf of the company. We expect our employees and business partners to “win the right way” through ethical and transparent business practices. Our anti-bribery and corruption program includes a global policy and training program, an intranet site with tools and other resources for employees, due diligence procedures and standard contract clauses for key business partners, and monitoring through internal/external audits and our Ethics and Compliance Helpline. Activities related to our anti-bribery and corruption program, along with our broader ethics and compliance program, are communicated to our executive leadership team and the Audit Committee of our board on a quarterly basis.

Ethics and Compliance Helpline

Our employees also have access to an Ethics and Compliance Helpline 24 hours a day. The helpline allows employees, or any stakeholder, to ask a question or raise a concern in their native language in a confidential and/or anonymous way. All questions and issues raised through this channel are responded to through the Ethics and Compliance Office at Molson Coors.

In 2015, we had 25 reports or inquiries through this channel. Of the 2015 reports where investigative action was necessary, approximately 50% were substantiated and resulted in corrective or disciplinary action. 37% of reports in 2015 were anonymous vs. 20% in 2014.

Reports were made in the following categories:

2015 Reports to the Helpline

Molson Coors engages in the political environment in order to inform public policy makers on company and industry issues and practices and to promote corporate responsibility, including the responsible promotion and consumption of our products. Only designated Company employees may engage in public policy influence on behalf of the Company, and these employees must adhere to registration, ethics and disclosure requirements in their jurisdiction see our Political Contributions Principles.

Guidance on political contributions is also covered within our Code of Conduct for all employees.

Molson Coors Europe, Molson Coors International or Corporate do not make political contributions.

In Canada our total political donation for 2015 was $37,000 CAD. Further details can be found on the relevant provincial websites: Alberta; British Columbia; New Brunswick; Newfoundland & Labrador; Ontario; Prince Edward Island; Saskatchewan.

In the US, MillerCoors makes political contributions to support candidates, and political parties and committees at the Federal and State government levels. In calendar year 2015, MillerCoors made contributions totalling $556,340 to candidates for state office, state political entities and ballot initiatives. Additionally, MillerCoors operates the MillerCoors Political Action Committee, a federal PAC. The MillerCoors Political Action Committee made contributions to candidates totalling $77,500 in calendar year 2015, through voluntary contributions to the PAC from a restricted class of eligible employees.

MillerCoors follows extensive internal protocols, legal policies and external controls to ensure that all political contributions are made and reported in strict compliance with appropriate state or federal laws and regulations. Contributions to candidates or parties at the state level are largely publicly available on individual state's website, as disclosures on the campaign finance reports required by that jurisdiction. Employee contributions to the MillerCoors Political Action Committee over $200, and expenditures by the PAC are publicly available on the PAC's reports filed with the Federal Election Commission at www.fec.gov.