> Company Policies > Standards of Conduct (Contractors)

Standards of Conduct (Contractors) – Issued July 2011


Definitions

EMERALD means all companies and legal entities within the MCB UP Group Ltd group of companies

Contractors include all contractors, agents and associates acting on Emerald’s behalf.

Introduction

EMERALD is committed to the highest standards of ethical business conduct and expects that its contractors will apply these rules when acting on Emerald’s behalf. This document provides the standards that are expected.

No concise written policy can cover every ethical or legal issue that we may face. A good foundation for ethical behavior consists of individual conscience, common sense, good judgment and compliance with governmental laws and regulations. Should a situation arise where the contractor is unsure of how to handle a situation, he or she should seek guidance from their contact at EMERALD.

EMERALD may from time to time issue guidelines covering areas within the scope of this policy. In the case of conflict between any such specialized guidelines and this policy, the policy with the higher standard shall apply.

Standards of Conduct

All Emerald contractors are expected to act ethically, in a manner consistent with the tenets of behaviour outlined in this document, in conformity with these standards and all applicable laws, and in the best interests of EMERALD. No contractor should subvert Emerald’s interest to his or her own, nor should a contractor use his or her position at EMERALD to gain unfair personal advantage.

No contractor, regardless of his or her level of authority, or agent of EMERALD has the authority to act inconsistently with these standards, or to direct or authorize others to do so. The consequences of any departure from these standards will be very serious and subject to contract termination. In addition, EMERALD will cooperate with all official investigations of possible unlawful conduct. If any criminal violation occurs, EMERALD is committed to stopping such criminal conduct and preventing such conduct from recurring.
The following is a summary of principles that guide Emerald’s business practices under these standards:

A. Confidential Information

Contractors may obtain confidential information with respect to EMERALD or its customers during the course of their engagement with EMERALD. Contractors shall not use or disclose to any person, firm or entity any proprietary, confidential or trade secret information of EMERALD or its customers without Emerald’s express prior written permission except to their advisors who must be charged with the same level of care.

B. Bribery

Emerald contractors must ensure bribery is not commissioned or condoned, and, if a contractor becomes aware of such activity this is reported to their EMERALD contract handler in the first instance, as soon as possible. Bribery includes, but is not limited to:

  • offering, promising or giving of a bribe (active bribery) and the requesting, agreeing to receive or accepting of a bribe (passive bribery)
  • bribery of a foreign public official in order to obtain or retain business or an advantage in the conduct of business or failing to prevent bribery on behalf of a commercial organization.

Bribery is where one or more parties intend to procure an advantage to bring about the improper performance by another person of a relevant function or activity or to reward such improper performance; or believes that the acceptance of the advantage offered, promised or given in itself constitutes the improper performance of a relevant function or activity.

‘Improper performance’ means performance which amounts to a breach of an expectation that a person will act in good faith, impartially, or in accordance with a position of trust. The offence applies to bribery relating to any function of a public nature, connected with a business, performed in the course of a person’s engagement or performed on behalf of a company or another body of persons.

C. Gifts and Business Courtesies

It is a common and accepted business practice to exchange customary gifts and business courtesies in the course of business relations with anyone with whom EMERALD does business or may potentially do business. The purpose of business courtesies or gifts in a commercial setting must be to create good will and promote sound working business relationships.

Contractors may give or receive customary gifts or business courtesies consistent with accepted practices and within the guidelines described below. However, it is the contractor’s responsibility to exercise good judgment and to act with moderation.

Gifts and business courtesy must not be accepted if it does not fall within the guidelines below or if the donor expects something in return, may be attempting to gain an unfair advantage, may be attempting to influence the Contractor’s judgment, or if acceptance creates the appearance of any of the foregoing. Contractors should also avoid a pattern of accepting frequent gifts or business courtesies from the same persons or companies.

  • Gifts. Gifts accepted from or given to anyone with whom EMERALD does business should be promotional in nature and nominal (less than £25 in any period of 12 months) in value. Cash gifts should never be accepted from or offered to anyone.

  • Business Courtesies. Business courtesies include but are not limited to, meals, drinks, entertainment (including tickets to sports or social events), recreation, transportation, honoraria, or use of donor’s time, equipment, materials or facilities. Contractors may accept business courtesies if so doing is appropriate – the event promotes a legitimate business purpose; reasonable – the invitation is for a meal, entertainment or travel that is not lavish; and consistent with the ethical practices of EMERALD – the Contractor would not be uncomfortable discussing it with their contact at EMERALD.

Any contractor who receives a gift or is offered a business courtesy that does not fall within the guidelines described herein or feels uncomfortable with receiving a gift should arrange to have whatever is received, together with a letter declining the gift or business courtesy, mailed to the donor, return receipt requested, with appropriate insurance. The EMERALD contact must be notified as soon as possible.

Contractors with a question as to whether the acceptance of a gift or business courtesy is appropriate should ask their EMERALD contact for a determination. Any person who believes they have been offered a benefit with a deliberate attempt to influence a decision has an obligation to report this to their EMERALD contact.

D. Fair Dealing

Each contractor should endeavour to deal fairly with Emerald’s customers, suppliers, and competitors. Contractors should avoid taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

E. Financial Integrity

Dishonest or fraudulent activity is a violation of these standards and the law. EMERALD requires honest and accurate reporting of information in order to make responsible business decisions and safeguard Emerald’s assets. One should be mindful however, that business records and communications often become public, and contractors should, therefore, avoid inappropriate characterization of people and companies. This applies equally to all forms of communication including e-mail, internal memos and formal reports.

Emerald’s financial books and records must properly document all assets and liabilities, accurately reflect all transactions of EMERALD, and be retained in accordance with all applicable laws and regulations. In this connection, contractors should adhere to the following guidelines regarding financial integrity and accurate record keeping:

  • No false entries shall be made on the books or records of relating to EMERALD for any reason, and no undisclosed or unrecorded fund or asset of EMERALD shall be maintained or established for any purpose.
  • No payment on behalf of EMERALD shall be made or approved with the understanding that it will be used, or might be used, for something other than the stated purpose.
  • No action shall be taken, directly or indirectly, to influence, coerce, manipulate or mislead any auditor or inspector engaged in the performance of an audit, inspection or review of the records relating to dealings with EMERALD.

F. Political Contributions and Activities

No contractor may make any political contribution of any kind in the name of, or by utilizing EMERALD funds, assets, services or facilities.

G. Record Retention Policy

Materials relevant to pending or threatened litigation, subpoenas and official investigations are to be retained until the action or inquiry is concluded. This applies to documents and other relevant materials in every form, including e-mails and versions of documents maintained electronically. No materials relevant to such an action or inquiry shall be destroyed, including through ordinary document retention procedures and automated electronic deletion programs.

Reporting of Violations

Any contractor who becomes aware of any conduct that he or she believes to be prohibited by these standards or a violation of law is expected to promptly report the facts forming the basis of that belief to their EMERALD contact. Should the breach be perceived to relate to EMERALD employees of any status this should be reported to the MCB UP Group Company Secretary, or failing that, the MCB UP Group directors. In the event of inaction (no feedback within 21 days of reporting) or the reporting individual is unhappy with the result, the individual can ask to have this presented to the MCB UP Group Chairman.

EMERALD will treat each report seriously and any individual who reports or participates in an investigation of a report of a violation of these standards or law is covered by the Anti-Retaliation Policy described below. However, knowingly submitting a false complaint will subject that contractor to discipline up to and including termination of contract.

Upon receiving a complaint, EMERALD will promptly conduct a thorough investigation, normally within 14 days of the report being given. It is the obligation of all EMERALD employees and ontractors to cooperate in such an investigation. Those responsible for the investigation will maintain the confidentiality of the allegations of the complaint and the identity of the persons involved, subject to the need to conduct a full and impartial investigation, remedy any violations of Emerald’s policies, or monitor compliance with or administer Emerald’s policies.

In the event that an investigation establishes that a contractor has engaged in conduct or actions constituting a violation of these standards, EMERALD will take immediate and appropriate corrective action up to and including termination of that contractor’s engagement.

Anti-Retaliation Policy

EMERALD prohibits by all parties discrimination, harassment and/or retaliation against any employee or contractor who provides information or otherwise assists in an investigation or proceeding regarding any conduct which he or she reasonably believes to be in violation of these standards or applicable law. If a contractor engages in any such activity, EMERALD will not terminate, suspend, threaten, harass or otherwise discriminate or retaliate against because of that activity.

Help and Information

These standards set forth guidelines that specify the ethical and legal conduct expected of contractors in a variety of identified business situations. They do not and cannot cover every situation involving ethical questions. Questions will arise concerning interpretation, intent and application. Contractors are encouraged to seek advice about any issues raised by these standards. From time to time a general notice will be issued regarding the application of certain sections of these standards. Advice and guidance may be obtained from the MCB UP Group Company Secretary or HR officer.