Transparency Act Report
FSN Capital Partners AS
This report covers the operations of, and describes the steps taken by, FSN Capital Partners AS (“FSN”) to assess, prevent and mitigate the risks of adverse impacts on human rights and decent working conditions in FSNC’s business operations and supply chain, during the fiscal year from 1 January 2022 to 31 December 2022. FSN was established in Norway in 1999 and now has subsidiaries in Sweden (FSN Capital Partners AB), Denmark (FSN Capital Partners ApS) and Germany (FSN Capital Partners GmbH). FSN and its subsidiaries are jointly referred to as “FSNC”.
This report has been published in accordance with the requirements of the Norwegian Transparency Act and has been approved by the board of directors of FSN Capital Partners AS.
WHO WE ARE
Who we are and who we want to be as a responsible company
FSNC is a leading private equity investment adviser in the Northern Europe. FSNC operates with a clear and strict ethos that is promoted from the top and captured by the phrase “We are decent people making a decent return in a decent way” and encompasses responsible investment practices, proactive ESG-management and a commitment to ethical behavior and decision-making. FSNC’s three core values are Growth Mindset, Integrity and Team First.
The FSNC ethos is codified in our internal code of conduct and is deeply rooted in our culture and our people. At FSNC we take our responsibility to having a positive impact on the people and communities where we work very seriously, and we are committed to protecting the human rights of people who work throughout our value chain. We have built our ESG-policies and approach on international conventions, standards and guidelines, such that our Code of Conduct being based on the UN Global Compact, Supply Chain Code of Conduct being based on the UN Convention on the Rights of the Child and the ILO Convention and our Responsible Investment Policy being based on the United Nations Principles for Responsible Investment (PRI). FSNC became a signatory to the UN principles for Responsible Investment in 2012 and has reported publicly on ESG-performance since 2014.
How we are set up (governance)
FSN acts as investment advisor to the FSN Capital Funds. The FSN Capital Funds invest in growth-oriented Northern European companies, to support further growth and to transform companies into more sustainable, competitive, international and profitable entities. Such transformation is sought achieved in a responsible manner through interaction and engagement with portfolio companies’ employees, suppliers and the local communities in which they operate.
FSNC does not provide other products or services than its investment advice services to the FSN Capital Funds.
FSNC is owned and led by its 11 partners and has in addition a team of 78 fulltime employees across its four offices in Oslo, Stockholm, Copenhagen and Munich, bringing together a complementary combination of private equity, financial, consulting and operating experience. FSNC applies a robust governance framework with a dedicated Investment Committee and Portfolio Performance Committee, in addition to several other firm committees such as the Executive Committee, Valuation Committee and Allocation Committee.
The commercial value of FSNC’s ESG-work is strongly anchored in the organization. Our ultimate ESG-goal is to create net zero sustainability leaders with good governance and high ethical business standards. To achieve this goal, we have invested substantial resources into our strong ESG and Legal teams whose primary mission is to support the FSN Capital Funds’ portfolio companies in achieving FSNC’s ultimate ESG-ambitions. The ESG and Legal teams also devote substantial resources in supporting FSNC’s own internal processes and general compliance.
Our policies and procedures
FSNC has implemented policies that are deeply rooted in our culture and people. Our policies emphasize the personal responsibility of all board members and employees of FSNC to comply with applicable laws, regulations and guidelines that are issued by any public authorities, emphasizing also that such compliance shall always prevail over business goals and needs. The FSNC Code of Conduct make specific reference to the obligation of all employees and board members to respect the principles set out in the UN Global Compact, deriving principles from the UN Convention against Corruption, the UN Declaration of Human Rights, the ILO Convention on Fundamental Principles and Rights at Work and the Rio Declaration on Environment and Development. Equally, the FSNC Code of Conduct specifically require compliance with the OECD Guidelines for Corporate Governance for multinational enterprises and the UN Convention on the Rights of the Child.
In the context of work environment and safety, FSNC has implemented policies to ensure a professional, inspired and safe workplace in accordance with mandatory legislation. It is FSNC’s policy to show respect for all individuals and make active efforts to ensure a good and inclusive working environment characterized by equality and diversity. FSNC believes that a healthy workforce contributes to stronger and safer performance in the workplace.
As per the FSNC Code of Conduct, no harassment, discrimination, differential treatment or other conduct which may be interpreted as threatening or degrading shall ever be permitted.
As per the FSNC Supplier Code of Conduct, FSNC’s business partners and suppliers are required to apply the very same principles in respect of work environment and safety.
Our Code of Conduct is available on FSNC’s website in the annually published ESG report.
Notification channels and complaint mechanisms
FSNC has adopted a whistleblower policy outlining our policy and procedures for reporting and handling of any non-conformities (Nw. kritikkverdige forhold). Employees are encouraged to report on any “censurable conditions” – defined as any violation of applicable laws and regulations, firm policies or commonly approved ethical norms, including, by illustration, circumstances that would endanger employees lives or health and any unsound working conditions.
FSNC fosters an open-door policy and encourage employees to share questions, concerns, suggestions or complaints with an individual who may address them properly. FSNC’s whistleblower policy outlines to whom reports can be made, and also provides for an external channel to address concerns where internal whistleblowing may not be appropriate.
The whistleblower policy applies to all employees in FSNC, whether fulltime, temporary or hired personnel. An electronic whistleblower channel available to third parties (whether affiliated to FSNC, such as business partners and suppliers, or non-affiliated parties) has been established and reports can be made anonymously through the FSNC webpage.
FSNC has adopted separate procedures for due handling of reported issues of concerns. Ground principles for handling of reports are:
- All reports are taken seriously;
- All reports will be sufficiently investigated within reasonable time in a fair, open-minded and objective manner;
- Confidentiality and information security;
- Protection of whistleblowers;
- Whistleblowers reporting in good faith will not be subject to reprisals;
- Non-anonymous whistleblowers will get timely feedback and information about the process;
- Right to be informed of the nature and cause of the accusation against oneself and to be heard (principle of contradiction); and
- Process to be documented in writing (principle of notoriety)
PROCESS FOR DUE DILIGENCE
The Transparency Act and OECD guidelines for multinational enterprises
The Transparency Act and the OECD guidelines for multinational enterprises supports the United Nations Guiding Principles (UNGP) and OECD guidelines for multinational enterprises’ approach to due diligence and recognizes the need to have processes in place to assess, identify, prevent, mitigate, and account for how the impact on human rights is addressed. It is understood that this is an ongoing activity, as risks may change over time in line with operational changes or external influences.
FSNC has established policies and guidelines for due diligence that harmonize with the OECD guidelines for multinational enterprises. The due diligence process has been established by and will be monitored by the ESG and Legal team at FSNC and will be owned internally by the Tax Compliance Manager at FSNC. Other firm functions will support the process depending on the matter subject to due diligence. The policy and FSNC’s routines for due diligence are made available to all employees on the FSNC intranet and will be made available to third parties upon request.
What FSNC aims to achieve through its policy based on the OECD guidelines for multinational enterprises is to prevent and mitigate risks and implement measures to mitigate de facto adverse impact.
The process for mapping our own operations, supplier and business partners
How do we assess risk?
The risk assessment done by FSNC on its supply chain and business partners builds on the list of high risk products and services and/or industries from the Norwegian Government Agency for Financial Management (“DFØ”) and industries in Norway who have defined a set of minimum legal requirements regarding wage and labour rights. FSNC has assumed that such industries are most likely high risk in other countries too. In FSNC’s Supplier Risk Matrix, these products and services are considered as high risk. Services and similar risk profiles have been classified as medium or high depending on our knowledge of the industry. Other products and services have been considered as low risk.
DFØ defines products as high risk “(…) when there are systematic documented high risk of human rights abuse occurring in the supply chain, meaning the value chain from raw material extraction to component production until finishing assembling.” The documentation is based on reports and studies by ILO and other relevant sources (for example research reports and reports from acknowledged civil society- and union organizations). To make the list relevant in the daily practice of public procurers, specific product categories have been selected based on Norwegian public procurement activities. The DFØ high risk list is a guidance tool, and not exhaustive. Products not on the list could therefore also be high risk purchase.
The high-risk industries are defined by law as the construction industry, the maritime construction industry, cleaning workers, fish processing enterprises, electricians, freight transport by road, passenger transport by road, hotel, restaurants and catering.
For some categories of product/services and/or industries, the risk depends on the country risk for human rights and decent working conditions. When assessing country risk, FSNC has applied the Global Rights Index, Labour Rights Index and Transparency International’s Corruption Perception Index.
RISK ASSESSMENT RESULTS
FSNC’s own operations
FSNC has assessed the risk of causing or contributing to breaches of human rights and decent working conditions, and considered its own operations as a low-risk business in this context.
In regards to health, safety and environment (HSE), FSNC’s self-assessment concludes with low risk in connection with the workplace. As described in the foregoing, FSNC applies a set of governance policies that are implemented and deeply rooted in our organization. FSNC demonstrates zero tolerance for harassment, discrimination, differential treatment or other conduct which may be interpreted as threatening or degrading.
FSNC has initiated a number of initiatives to secure HSE-matters in our organization, and currently the focus is a firmwide initiative which includes and engages all employees in creating a sustainable and credible Diversity, Equality and Inclusion Strategy within FSNC. The strategy is aimed at including six main components; (i) Talent and Recruitment (improving how we search, find and attract the best talent); (ii) Career Opportunities (making sure everyone has a chance to shine and get the right opportunities), (iii) Career Development & Learning (creating equity in development and learning at FSNC regardless of background, experience and gender); (iv) Parenting (ensuring working parents want to have a fulfilling career at FSNC); (v) Work Conditions (creating an environment where you can perform at your best while having different life situations / commitments); and (vi) Teamwork and Collaboration (creating the optimal team environment which is high performing and highly collaborative).
FSNC generally has high scores on employee satisfaction and achieve solid eNPS scores, evidenced by the last three years shown in the table below.
eNPS (employee Net Promoter Score) is measured by asking all employees: “On a scale from 1-10, how likely are you to recommend FSNC as a good place to work?” eNPS shows percentage of “promoters” minus percentage of “detractors”. Promoters are those answering 9 or 10, detractors are those answering below 7.
FSNC is a high-performing human capital business with a complementary combination of certain competences that have the common feature of being ambitious, visionary and insisting on excellence – having the drive, perseverance and focus to deliver unusually good outcomes consistent with our commitments towards the FSN Funds’ ultimate clients. Working hours and overtime is an inherent and general risk in any comparable business, ours being no exception. For these reasons, FSNC has invested into engaging top tier firms (last during 2022) in all of our jurisdictions to consider and assess working hours within our organization without material adverse findings. Given the general and inherent risk related to our business in this area, this is an area which will continue to be considered on a frequent basis in the organization to ensure adequacy in our approach towards working hours.
FSNC acknowledges GDPR as having broad-sweeping implications throughout our organization. FSNC engaged with external expert privacy counsel upon the implementation of GDPR and did a mapping of company data, personal data transfers and procedures for handling personal data. Measures were implemented for compliance purposes and a legal framework of data processing agreements were put in place following advice from external data privacy counsel. As GDPR has evolved and our organization has been subject to significant growth over the last years, FSNC anticipates initiating a project to reassess its maturity level within the field of GDPR compliance during 2023 as a result of considering GDPR as a general risk – to further strengthen our processes and procedures, noting that FSNC has not as such identified any compliance gaps which is leading to the launch of this GDPR-project.
Supply chain and business partners
FSNC has conducted a mapping of its “supply chain”, i.e. the 484 entities in which FSNC paid for products of services during 2022. FSNC’s business model is confined to offering investment advisory services to the FSN Capital Funds, with no value chain of raw materials or products as such. Hence why the mapping of the supply chain has shown that FSNC has mainly business partners and only one identified supplier. FSNC has retained external advice from PwC to assist in the process, ensuring compliance with the requirements of the Norwegian Transparency Act and have established and updated, as applicable, certain of FSNC’s policies and procedures to adequately to ensure a holistic approach in FSNC’s third party mangement.
Our business partners typically incur HR costs for FSNC, such as newspapers and media subscriptions, seminars, phone and internet, travel expenses, memberships and insurance. FSNC also has business partners in connection with our offices in our four locations, cantina, rent, cleaning, office supplies, furniture, software for our internal IT-department and basic amenities like power and water. In addition, FSNC also holds certain subscriptions, related to financial markets and trends, banking services and relevant industry journals.
Through mapping of the supply chain, FSNC has assessed the risk of adverse impact through a general risk assessment, and based on such risk assessment, FSNC will prioritize identified matters where the risk of adverse impact appears most imminent, taking into account the nature and scope of the potential adverse impact and the reversibility of any such impact.
The most significant risks that have been identified are related to industries with general application of collective agreements in Norway. These agreements contain their own set of minimum legal requirements regarding wage and labor rights. FSNC has considered that risk lies primarily in the cleaners and event organizers in Norway and abroad, due to sector specific risks. FSNC has acknowledged that it could, by virtue of having business partners within these sectors, be at risk contributing to adverse impacts. However, FSNC has considered that its contemplated measures are adequate and sufficient.
We have not identified any actual adverse impacts on human rights or decent working conditions through our mapping and risk assessment.
Measures to cease, prevent and/or mitigate risks
FSNC applies country risk ratings as well as industry risk ratings as a key determining factors in our third-party risk management process. These rating are also used for ethics and integrity screening and in our supplier and business partner selection process.
FSNC intends to apply a stringent follow-up system to ensure that any non-conformities are addressed within a specified time frame. We will put continuing efforts into assessing ways in which data management systems, tools and processes can be improved to better monitor how non-conformities are being resolved.
Based on our risk assessment we have identified certain specific follow up actions:
- Follow-up certain recurring business partners active within cleaning and event planning. Specific actions will be concentrated around ensuring adequate contract clauses are included in relevant contracts to safeguard remuneration- and working conditions for employees of these business partners. Routines will also be implemented to ensure such business partners respond to a questionnaire detailing specific requirements in terms of compliance with such requirements.
- Distribute supplier code of conduct to our new suppliers and recurring business partners whom written contracts are entered into as well as with select existing and recurring business partners and supplier;
- We will focus on strengthening the procurement process and third-party risk management as we have identified these measures to be crucial for us to be a responsible business partner. In our third-party risk management procedures, we will concentrate not only on adverse impact on human rights and decent working conditions, but adopt a holistic and risk-based approach with the aim of covering the broader ESG-perspective in our procurement and supply chain management, i.a. Know Your Business Partner (KYBP), sanctions, AML and similar risk areas.
FSN expects these measures to be adequate in order to reduce and/or mitigate the risks identified.
OUR RESPONSIBLE PATH INTO THE FUTURE
The way forward
FSNC has a firm commitment to integrity and a strong sense of responsibility. It is crucial to FSNC to be a responsible business partner, therefore FSNC will continue its efforts to ensure adequate measures being implemented to mitigate risks related to human rights and decent working conditions in our supply chain. FSNC acknowledges the continuous efforts that need to be invested in our third-party risk management work and see this as a continuous journey where we will apply the principle of positive dissatisfaction – where we constantly challenge the status quo to develop ourselves even further.
FSNC will continue its efforts to actively address risks related to human rights and decent working conditions, applying also a more holistic approach covering also other relevant third-party management risks going forward, looking not only to our business partners and suppliers, but also to ourselves. Our focus will concentrate on risk-based third-party due diligence and procurement procedures as well as adequate contractual regulations and monitoring and audit rights.
This work will involve a number of various functions within our organization depending on the area of operations of the business partners and/or suppliers, and will in particular involve functions from FSNC’s ESG, compliance, legal, finance, and administration teams, in addition to certain other departments, such as the digital department if relevant in the context.