Governance

Business conduct

In a period marked by continued geopolitical uncertainty, accelerating regulatory developments, and the ongoing transformation of the steel industry, strong business conduct remains a cornerstone of Tata Steel Nederland’s resilience. Ethical behaviour, integrity and responsible conduct are fundamental to maintaining stakeholder trust and the company’s licence to operate. 

Table. Summary of IROs, policies, key actions, metrics and targets related to business conduct

Impact, risk and opportunity management

Current financial effects

Financial effects are reported in connection with material risks of unethical corporate culture, lack of legal compliance and corruption and bribery. No instances of non-compliance or violations relating to these risks were identified during the reporting year.

Business conduct policies

Tata Steel Nederland’s policies on corporate culture and business ethics, anti‑corruption and bribery set the framework for responsible business conduct and integrity across all operations.

Table. Policies related to business conduct

Code of Conduct

Tata Steel Nederland operates under the TSN Code of Conduct, which is based on the Tata Group Code of Conduct and supplemented with TSN-specific interpretations. The Code clearly articulates five fundamental values that underpin Tata Steel Nederland’s approach to business conduct: integrity, pioneering, excellence, unity, and responsibility, which serve as guiding principles for ethical decision-making.

The Code sets expectations for ethical behaviour across TSN’s operations and is supported by policies and procedures covering key risk areas, such as conflicts of interest, gifts & hospitality, anti‑bribery and corruption, anti-money laundering, anti-fraud, anti-trust, data protection, trade sanctions, export controls, information security, ESG and human rights.  It also defines obligations for interactions with colleagues, customers, suppliers, financial stakeholders and governments, reinforcing transparency, fairness and professionalism. 

TSN Confidential Reporting Policy (Whistleblower Policy)

TSN encourages employees and stakeholders to raise concerns about suspected misconduct. TSN has established reporting mechanisms under its Confidential Reporting Policy, providing employees, contractors, and third parties with multiple safe channels to report suspected or actual wrongdoing in good faith, without fear of retaliation. The policy aims to ensure confidentiality, proper assessment, and professional investigation of all reports, supporting TSN’s commitment to ethical conduct and compliance including applicable whistleblowing laws.

The policy applies to all TSN entities globally and covers violations of the Tata Steel Code of Conduct and TSN policies, such as bribery & corruption, fraud, conflicts of interest, harassment, and concealment of misconduct.

Commercial Legal Compliance Policy

This is an overarching foundation policy that emphasises TSN’s commitment to conducting its business in an honest and ethical manner, with integrity and in conformity with the relevant laws and regulations in all jurisdictions relevant to its business operations. This includes compliance with competition law, anti-bribery and anti-corruption laws, anti-fraud legislation, data protection laws, export control laws and trade sanctions.

Anti-Fraud and Corruption Manual

The Anti-Fraud and Corruption Manual establishes a zero-tolerance approach to bribery, corruption, fraud, facilitation payments and money laundering. The policy aims to ensure that all business is conducted ethically, transparently and in compliance with applicable laws across all jurisdictions in which TSN operates. The policy places significant importance on conducting thorough due diligence regarding third parties.

The policy is currently being updated through a programme aimed at strengthening and further formalising the existing framework for anti-bribery & corruption (ABC), fraud and conflicts of interest (COI), as further described in the Actions section below.

Certain functions are more exposed to bribery and corruption risks due to their roles and activities. At TSN, these include Procurement, Sales, Regulatory Affairs, Project Management, Finance (including Accounts Payable), Third-Party Management, and Senior Management. Their higher risk profile arises from involvement in activities such as supplier selection, contract negotiations, regulatory interactions, financial approvals, environmental reporting, and engagement with third parties and public officials. These target groups require more attention than other employees in this respect.

Gifts & Hospitality Policy

This policy sets out clear rules to ensure appropriate business conduct in giving and receiving gifts and hospitality to reduce the risk of corruption and bribery. All gifts and hospitality must be proportionate, appropriate and have a genuine business purpose, to prevent influencing or appearing to influence impartial decision-making. 

Political influence and lobbying activities

TSN addresses lobbying activities and political engagement through its general governance framework, including the Code of Conduct, which sets clear expectations for ethical behaviour, integrity, and compliance with legal obligations. In addition, TSN follows the guidelines of the EU Transparency Register and the Dutch Professional Association for Public Affairs (BVPA).

These external standards provide a framework for responsible public‑policy engagement, including rules on transparency, ethical conduct, and avoidance of undue influence. At present, TSN does not maintain separate internal policies or dedicated procedures specifically governing lobbying activities or political influence.

The Corporate Communications & Public Affairs department reports directly to the CEO, ensuring clear oversight on matters related to political influence. The CEO holds responsibility for these matters within the Board of Management. The Board is regularly updated on political influence activities to maintain informed governance.

Business conduct actions

TSN maintains an ethics and compliance framework designed to assess, mitigate, detect and address risks related to unethical or non-compliant behaviour.

Corporate culture and business ethics

To support its business conduct commitments, TSN regularly reviews its Code of Conduct to assess whether updates are required. This ongoing review process ensures that the Code of Conduct remains aligned with evolving regulatory requirements, societal expectations, and the context in which TSN operates.

The transition, that TSN is going through, requires a cultural change, underpinned by the SCALE (Sustainability, Cost‑Efficiency, Agility, Leadership and Execution) framework, which sets the foundation for behaviour and decision‑making across the organisation. Further information on the culture shift through SCALE is provided in the Strategy chapter.

Ethical and compliance standards are embedded through a combination of internal communications and training and awareness programmes, with extra attention for senior management and higher risk roles.

Training to all staff was rolled out on the TSN Code of Conduct and the TSN Confidential Reporting Policy, supporting employees in understanding expected behaviours, recognising dilemmas, and knowing how to raise concerns. TSN will continue to develop its ethics and compliance culture through targeted training and awareness sessions for management.

TSN manages a large supplier network using a risk-based approach, as outlined in the Responsible Value Chain chapter. For sixteen priority materials, suppliers complete targeted questionnaires including social and environmental standards from the Responsible Supply Chain Policy. TSN is working to enhance due diligence by integrating social and environmental criteria into its selection process.

Protection of whistleblowers

For further details about grievance channels refer to the chapters Own workforce and Responsible value chain.

ABC, fraud and conflicts of interest

In 2025, TSN strengthened and further formalised its existing framework for anti‑bribery & corruption (ABC), fraud and conflicts of interest (COI) through its ABC and fraud programme. This programme aims to enhance consistency, improve alignment with regulatory expectations and ensure a more structured approach to risk management across the organisation to prevent, detect, investigate and respond to allegations or incidents related to corruption or bribery.

The following activities mark the first steps toward a more formalised and consistent framework that will be further developed and implemented in 2026:

• Development of the Committee for Ethics, Integrity and Fraud (CEIF) governance structure. The Committee will play a central role in oversight and decision-making. TSN will formalise the governance structure and carry out structured ABC, Fraud and COI risk assessments across its operations.

• Relevant policies will be updated. The ABC Policy, Anti-Fraud Policy, COI Policy and Gifts & Hospitality Policy are currently being reviewed and rewritten and will be finalised and implemented in 2026.

• Supporting processes were also initiated, including the development of a central Code of Conduct register for Gifts & Hospitality, Trade Associations and COI-related disclosures.

The updated ABC Policy framework, including the Anti-Fraud Policy and the Conflict of Interest (COI) Policy, will apply to all TSN employees, subsidiaries, contractors and third parties, and — where feasible — to entities in which TSN holds a non‑controlling interest. The framework references relevant international and national standards, including the OECD Anti-Corruption standards, and is aligned with the United Nations Convention against Corruption (UNCAC). It establishes a zero-tolerance approach to corruption, prohibits bribery and facilitation payments, requires accurate books and records, and mandates due diligence on third parties.

The procedures for preventing, detecting, investigating and responding to incidents or allegations of corruption or bribery are currently being further matured and formalised within TSN’s integrated ABC and fraud programme. To ensure that these elements are embedded into management practices, TSN is strengthening training and awareness initiatives — including targeted anti-corruption and anti-bribery training for functions and roles with higher exposure to risk, as well as for members of the administrative, management and supervisory bodies — and enhancing processes for addressing breaches, including the documentation and monitoring of actions taken in response to identified violations.

Metrics and targets

Business conduct targets

TSN monitors and evaluates its performance related to business conduct through policies, controls, and compliance‑related activities.

Corporate culture and business ethics

TSN demonstrates its commitment to ethical business practices by regularly updating its policy framework and improving business processes. These efforts reflect TSN's dedication to integrity and compliance. Currently, TSN has not set any measurable targets.

ABC, fraud and conflicts of interest

At present, TSN has not established measurable, time bound or outcome-oriented targets for topics related to business conduct. Our focus for the upcoming year remains on strengthening our Anti-Bribery & Corruption (ABC), Fraud and Conflicts of Interest (COI) risk framework. We ensure that anti-bribery and anti-corruption compliance remain an important focus area across our operations.

Once the policies are updated and implemented, the effectiveness will be evaluated through measuring trainings and awareness on the topic and keeping the cases of convictions for violations of anti-corruption and anti-bribery laws to zero. Monitoring will take place also through controls in accordance with the Risk & Control Framework for ABC.

Political influence and lobbying activities

We strive to maintain ethical compliance and adhere to all laws and regulations in our political lobbying efforts, focusing on material impacts, risks, and opportunities, and ensuring alignment with our code of conduct. At this stage, no measurable targets or quantitative indicators have been established.

Business conduct metrics

Anti-corruption and bribery metrics

There were zero convictions or fines related to anti‑trust infringements, bribery, corruption or fraud imposed on TSN or its employees during the reporting year.

Table. Convictions and fines for violations of anti-corruption and anti-bribery laws

Political influence and lobbying activities metrics

TSN confirms that it did not make any financial or in-kind political contributions during the reporting period. In alignment with the TSN Code of Conduct, TSN does not give any form of contribution to political parties, their elected representatives, or persons seeking political office. This includes monetary donations, in-kind support, sponsorships, or any other benefit that could be interpreted as political influence.

Furthermore, TSN does not make indirect political contributions. TSN does not provide support through intermediary organisations such as lobbyists, charities, or advisory groups when such support would ultimately benefit a political party or political actor. TSN also does not support organisations such as think tanks or trade associations that are linked to, affiliated with, or explicitly supporting political parties or political causes.

As a result, the total monetary value of financial and in-kind political contributions is zero for the reporting year.

Table. Financial and in-kind political contributions

Tata Steel Nederland is the largest local employer, one of the largest industrial companies in the Netherlands and a significant player in the EU. As such TSN is impacted by a wide range of policy developments in policy areas including industrial policy, decarbonisation, international trade, energy and other framework conditions for competitiveness. As well as broader themes like competition policy, strategic autonomy and the Single Market. The specific topics that receive particular attention at any point in time are determined by a combination of impact on the company and the (local, national and European) political agenda.

In the reporting period, TSN focused on the topics presented in the table below.

Table. Key topics for policy development activities

TSN conducts its public policy engagement in a structured and transparent manner. The activities related to lobbying are primarily carried out by the Public Affairs team, whose core responsibility is to represent the company’s interests in relevant regulatory and policy discussions. Their work involves monitoring legislative developments, participating in sector dialogues, and engaging with policymakers strictly in accordance with applicable transparency and ethical standards.

In addition, the JLoI is handled exclusively by a dedicated Negotiations team and consists of direct negotiations with the government. These activities are operational in nature and do not form part of the lobbying activities of the Public Affairs team. This separation ensures a clear delineation of responsibilities and maintains transparency in TSN’s interactions with public authorities.