Koppers Holdings, Inc. (NYSE: KOP), headquartered in Pittsburgh, Pennsylvania, is an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Our products and services are used in a variety of niche applications in a diverse range of end-markets, including the railroad, specialty chemical, utility, residential lumber, agriculture, aluminum, steel, rubber and construction industries. We serve our customers through a comprehensive global manufacturing and distribution network, with facilities located in North America, South America, Australasia and Europe.
More than 2,000 employees manufacture products and provide services that help move the economy, transport goods, keep the lights on and provide enjoyment for families around the world. As a critical supplier to vital industries and a recognized leader in wood preservation technology, we understand the importance of operating in a safe, sustainable manner that creates value for all of our stakeholders.
Our “People, Planet, Performance” approach to Sustainability exemplifies our understanding, and we recognize our success is intertwined with each of these three pillars. As such, we aim to lead the industry by operating safely and responsibly to ensure our business continues to thrive no matter the challenges that might arise.
At Koppers, our actions are guided by our Purpose — “Protecting What Matters. Preserving the Future.” — and demonstrated by our Mission, Vision and Values. Through our Purpose-driven approach to business and Zero Harm culture, we protect what matters by placing the care and protection of people, the environment and communities first. With our products and services, we preserve the future by providing solutions essential to global infrastructure and our modern world. Taken together, the dual facets of our Purpose enable us to deliver on our enduring, essential and sustainable business model.
Vision: To be recognized as the standard bearer for safely delivering customer focused solutions primarily through the development and application of technologies to enhance wood.
Values: Accountability, Customer Focus, Excellence, Innovation, Integrity, Respect, Simplicity, Sustainability, Teamwork and Transparency drive our overarching Zero Harm culture.
At Koppers, our success stems from the power of our strategy, the dedication of our worldwide team and the strength of our people-first culture. Our company prides itself on three core attributes:
ESSENTIAL: We provide products and services that build and support the backbone of global infrastructure.
SUSTAINABLE: We are committed to creating a better future by valuing our people, the health of the planet and the strength of our performance.
Koppers maintains facilities around the world and serves customers globally through our business units, described as follows:
Koppers Railroad and Utility Products and Services (RUPS) is a leading manufacturer of treated wood products, primarily used by the railroad and electric utility/communications industries to preserve critical infrastructure. Our products are central to everyday life, from keeping railroads safe and operational for transporting goods to supporting the infrastructure that keeps the lights on and technology running.
Using treated wood for railroad ties and utility poles provides improved durability and decay resistance. Treated wood also increases the safety of the products, reduces replacement costs, preserves valuable forests and immobilizes carbon, preventing its release into the atmosphere. RUPS serves all North American Class I railroads and many of the nearly 600 short-line and regional rail lines.
We also operate a railroad services business that conducts engineering, design, repair and inspection services for railroad bridges within the North American Class I customer base.
RUPS also manufactures pressure-treated utility poles and cross-arms in the United States and Australia. Koppers is estimated to be the second-largest North American utility pole manufacturer and the largest producer of utility poles for electrical communications utilities in Australia. In addition to utility poles, RUPS markets smaller poles to the agricultural landscape and vineyard markets.
Koppers also operates a crosstie and utility pole recovery service, Koppers Recovery Resources, which provides railroads and utilities with integrated, environmentally friendly solutions to wood waste disposal, enabling them to work with a single vendor throughout the crosstie and utility pole lifecycle.
Koppers Performance Chemicals (PC) is a leading global developer of innovative wood preservative and fire-retardant systems and technologies for decking, fencing, utility poles, construction lumber and timbers and vineyard stake applications. We take pride in our role in creating safe and beautiful outdoor spaces for people across the globe to enjoy. PC is also a leading supplier of fire- retardant chemicals for the pressure treatment of wood, primarily in commercial construction. Koppers provides wood preservative and fire-retardant chemical engineering services to valued customers in more than 70 countries around the world. PC supplies seven of the ten largest lumber-treating companies in the United States and the four largest lumber-treating companies in Canada.
The PC team’s innovative wood science professionals work diligently to devise new uses for wood as a replacement for other, less- sustainable materials to meet the most demanding construction needs and offer advanced wood preservation and protection against termite damage, rot and fungal decay. Primary PC brands include MicroPro®, MicroShades®, NatureWood®, Advance Guard®, Hi-bor®, FlamePRO® and FirePRO®. Our PC brands hold numerous environmental certifications including:
Koppers Carbon Materials and Chemicals (CMC) manufactures essential inputs for the production of aluminum, steel, plastics, resins, treated wood and rubber products. CMC’s principal products include creosote, carbon pitch, naphthalene and phthalic anhydride. Creosote helps increase the durability of outputs, including railroad ties, utility and transmission poles, and marine pilings. Carbon pitch is a critical material in the complex components used to carry electricity into the raw material used in the production of aluminum and steel manufacturing processes, naphthalene is used as a feedstock in the production of phthalic anhydride and as a surfactant in the production of concrete, and phthalic anhydride is used in the production of plasticizers, polyester resins and alkyd paints, respectively.
CMC creates its products through the distillation of coal tar, a by-product of coal to coke processing for steel and iron manufacturing. The coal tar distillation process used by CMC exemplifies Koppers Sustainability-focused business model — taking coal tar that would otherwise be disposed or burned (considered a mid-point in the circular carbon economy) and instead converting the substance to a productive use.
Koppers focuses on conducting business ethically and responsibly. Our Values reflect this focus and demonstrate who we are and who we want to be.
Our success as a company and high standards of ethics parallel one another. As such, we strategically designed our corporate governance structure to uphold our high standards. Our comprehensive Code of Conduct (Code) serves as the foundation of our corporate governance structure. The Code sets out targeted guidelines and standards for all Koppers Directors, Officers and Employees. We also expect all suppliers, contractors and other business partners to adhere to our Code and exhibit comparable principles.
To ensure our employees are familiar with and understand the Code, we require every Koppers employee to complete an annual training. Additionally, we conduct separate training sessions focused on specific ethics-related topics relevant to employees with particular responsibilities, including Anti-bribery & Anti-corruption, Modern Slavery & Human Trafficking and Sexual Harassment.
We encourage all employees with questions regarding the Code and other ethics issues to seek guidance from their manager or our Director of Compliance. We also encourage all employees who observe a potential ethics issue from any party — whether Koppers employees, including management, or visitors or contractors working for Koppers — to report their observations to the appropriate management personnel. Employees can also use the Koppers ComplianceLine or our third-party email reporting system to report observed ethics issues 24 hours a day, 7 days a week.
Koppers promptly investigates all reported ethics issues and strives to protect the confidentiality of reporters. Based on investigation results and the nature, severity and frequency of the issue, Koppers takes appropriate corrective action and employs disciplinary measures. We strictly prohibit any form of retaliation or reprisal against employees who report potential wrongdoing in good faith. Any employee found to engage in retaliation or reprisal will be subject to discipline, including termination of employment.
The Koppers Board of Directors is broadly responsible for contributing to the strategic direction and oversight of the Company. The Board’s duties and responsibilities include ensuring the Company acts in a legal, ethical and socially responsible manner; developing effective performance measurement systems; reviewing the Company’s long-term strategy; and overseeing risk management processes. The Board’s ultimate goal is to maximize long-term shareholder value.
The Board is composed of eight Directors, seven of whom are independent, including the Chairman. The Board has five Committees: Audit; Management Development and Compensation; Nominating and Corporate Governance; Strategy and Risk; and Sustainability. All Directors serving on the Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees are independent in accordance with independence standards and applicable laws and regulations, including the listing standards of the New York Stock Exchange. Each Committee’s charter outlines its purpose, authority and duties. Each Committee reviews its charter annually.
Audit Committee: Oversees the integrity of Koppers financial statements and the appointment, compensation and supervision of Koppers public accounting firm. Oversees Koppers compliance with legal and regulatory requirements and the performance of our internal audit function.
Management Development and Compensation Committee: Oversees the compensation of Koppers Directors and Officers and reviews and approves compensation goals and recommendations.
Nominating and Corporate Governance Committee: Identifies and recommends individuals qualified to become Directors. Develops and recommends corporate governance principles to the Board. Oversees the evaluation of the Board and the management of Koppers.
Strategy and Risk Committee: Assists the Board with long-range planning in the areas of transactions, operations, financial matters, shareholder engagement, risk management and related matters.
Sustainability Committee: Assists the Board in its assessment of Koppers policies, programs and performance in accordance with Koppers vision and commitment to environmental and social responsibility. Assists the Board in its assessment of the Company’s safety, health, environmental, security policies, programs and initiatives in accordance with Responsible Care® principles.
The Nominating and Corporate Governance Committee seeks to elect Director candidates from diverse educational and professional experiences and backgrounds. Potential candidates are evaluated by the Committee for their broad-based business skills and experiences, prominence and reputation in their profession, long-term interests and personal integrity. The Board elects Directors annually. All Directors, excluding Koppers CEO, elected after August 2, 2017, are limited to serving 15-year terms.
In 2020, Koppers held seven Board meetings, and attendance at each of the meetings was strong, with a cumulative Director attendance rate of 98 percent.
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