Honesty, Integrity and Fair Play
The Company and its staﬀ are fully committed to the principle of honesty, integrity and fair play in the delivery of services and goods to the public. All staﬀ should ensure that the business operations, applications for services, procurement or staﬀ recruitment, are dealt with in an open, fair and impartial manner.
This Code of Conduct sets out the basic standard of conduct expected of all staﬀ and the Company’s policy on matters like acceptance of advantages and conflict of interest of staﬀ in connection with their oﬃcial duties. This Code also applies to temporary and part-time staﬀ employed by the Company.
Equal Opportunity for All Employees
The company is an equal employment opportunity employer. Employment opportunities are available regardless of race, color, sex, religion, national origin, age, disability or other legally protected status. This Principle applies to all aspects of the employment relationship, including recruiting, hiring, training, work assignment, promotion, transfer, termination, and wage and salary administration.
Safety, and Health Practices
The company is committed to an injury-free and illness-free workplace that is operated in an environmentally sound manner in compliance with all relevant laws and regulations that protect worker safety and the environment. Employees should perform work in a safe manner.
The company’s policy will prohibit any anticompetitive practices which could eﬀect in bounding, restraining or distorting competition, as well as any practices of an unfair competition. Accordingly, our employees cannot agree (formally or informally) with competitors to x prices or any other conditions of transaction; to limit or control the production, commercialization, technical development or investment; to manipulate or divide markets or sources of provisioning; to participate with fake oﬀers in tenders or any other forms of competitions for oﬀers; to limit or restrain access to market and freedom of competition for other enterprises; to apply unequal conditions for equivalent performance to commercial partners, creating in this way a disadvantage in competition; to condition signing of acceptancy contracts by the partners for supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of such contracts.
Our employees are prohibited from performing any act of unfair competition manifested through: misappropriating clients of a company by using the relations established with such clients within the function previously held at the company, dismissal or attracting employees of a company for the purpose of setting up a competing company to capture customers of that company or hiring employees of a company in order to disorganize of its work. At the same time, our employees must not take actions that harm the legitimate interests of consumers or other operations in breach of the competition law.
Governance and anti-corruption
The Company has zero tolerance for corruption. All employees must never oﬀer to provide anything of value directly or indirectly to government oﬃcials and business partners to secure an undue advantage. The company prohibits payment, oﬀers of payment as well as anything of value directly or indirectly with the purpose of influencing or obtaining undue business or personal advantage.
Third parties will only be contracted to perform tasks which aid business interests provided: fees to be paid are reasonable; all arrangements are clearly documented; arrangements are in compliance with company’s policies.
All transactions of the Company must be duly recorded so as to permit preparation of clear financial statements in conformity with generally accepted accounting principles. No false or misleading entries may be made in the books and records of the Company for any reason, and no employee may engage in any arrangement that results in such a prohibited act.
No undisclosed or unrecorded fund or asset of the Company may be established for any purpose. No payment on behalf of the Company (including those by cash) may be done without adequate supporting documentation or made with the intention or understanding that any part of such payment is to be used for any purpose other than as described by the documents supporting the payment.
From time to time, the Company may publish or inform of policies on financial reporting, disclosure and compliance to reinforce the financial reporting expectations in this Code. All employees at any level are expected to implement and strictly follow these policies.
Restrictive Agreements with Third Parties
The Company does not condone activities that seek to gain an unfair competitive advantage. No individual may engage in any activity which violates any valid restrictive agreements entered into by that individual for the benefit of a third party, and no individual may, directly or indirectly, use or disclose any confidential information or trade secrets of a third party that the individual obtained while employed by or associated with such third party.
Government Contracts and Services
The Company is committed to complying with all applicable laws and regulations relating to government (public procurement) contracts and services and to ensuring that its reports, certifications and declarations to government oﬃcials are accurate and complete and that any deviations from contract requirements are properly approved.
Acceptance of Advantages
It is the policy of this Company to prohibit all staﬀ from soliciting or accepting any advantage from any persons having business dealings with the Company (e.g. clients, suppliers, contractors). Employees who wish to accept any advantage from such persons should seek advice and permission from the responsible ethics oﬃcer.
Any gifts oﬀered voluntarily to the staﬀ in their oﬃcial capacity are regarded as gifts to the Company and they should not be accepted without permission. By default, staﬀ should decline the oﬀer if the acceptance could be perceived as against the interest of the company, or that of society, or lead to complaints of bias or impropriety.
For gifts presented to staﬀ in their oﬃcial capacity and of low nominal value (below 50 Euro), the refusal of which could be seen as unsociable or impolite, can be exceptionally accepted. In other circumstances, the staﬀ should seek for a clear (i.e. in writing) and immediate (within 5 days from the oﬀer) consent from the ethics oﬃcer to accept the gifts.
The ethics oﬃcer should keep proper records of the applications and permissions. Each permission will indicate the name of the applicant; the occasion of the oﬀer; the nature and estimated value of the gift, and whether permission has been granted for the applicant to retain the gift or other directions have been given to dispose of the gift. The permissions must be signed and dated by both the ethics oﬃcer and the applicant. Possible ways of disposal of such gifts are listed at Appendix 2.
Conflict of Interest
A conflict of interest situation arises when the “private interests” of the staﬀ compete or conflict with the interests of the Company. “Private interests” means both the financial and personal interests of the staﬀ or those of their connections including: family members and other close aﬃliates; personal friends; the clubs and societies to which they belong; and any person to whom they owe a favor or are obligated in any way.
Staﬀ should avoid using their oﬃcial position or any information made available to them in the course of their duties to benefit themselves, their aﬃliates or any other persons with whom they have personal or social ties. They should avoid putting themselves in a position that may lead to an actual or perceived conflict of interest with the Company. Failure to avoid or declare any conflict of interest may give rise to criticism of favoritism, abuse of authority or even allegations of corruption.
In particular, staﬀ involved in the procurement process should declare conflict of interest if they have beneficial interest in any company which is being considered for selection as the Company supplier of goods or services. Appendix 3 provides some examples of conflict of interest situations that may be encountered by staﬀ.
When called upon to deal with matters of the Company for which there is an actual or perceived conflict of interest, the staﬀ member should make a declaration in writing to the ethics oﬃcer. He should then abstain from dealing with the matter in question or follow the instruction of the ethics oﬃcer who may reassign the task to other staﬀ.
Misuse of Oﬃcial Position
Staﬀ who misuses their oﬃcial position for personal gains or to favor their relatives or friends are liable to disciplinary action or even prosecution. Examples of misuse include a staﬀ member responsible for the selection of suppliers giving undue favor or leaking information to his/her relative’s company with a view to giving away an undue advantage.
Handling of Classified or Proprietary Information
Staﬀ is not allowed to disclose any classified or exclusive information to anybody without authorization. Staﬀ who have access to or are in control of such information should at all times provide adequate safeguards to prevent its abuse or misuse. Examples of misuse include disclosure of information in return for monetary rewards, or use of information for personal interest. It should also be noted that unauthorized disclosure of any personal data may result in a breach of the applicable legislation on privacy.
Property of the Company
Staﬀ given access to any property of the Company should ensure that it is properly used for the purpose of conducting the Company’s business. Misappropriation of the property for personal use or resale is strictly prohibited.
Employees who wish to take up paid outside work, including those on a part-time basis, must seek the written (date and signed) permission and guidance from the ethics oﬃcer before accepting the job. Approval will not be given if the outside work is considered to be in conflict with the interest and values of the corporation.
Compliance with the Code
It is the personal responsibility of every staﬀ member to understand and comply with the Code of Conduct (1). Every member of the staﬀ shall sign a declaration of Principle to this purpose. The ethics oﬃcer or other mandated employee will keep declarations of Principle.
Higher ranked employees should ensure that their subordinates understand and comply with the standards and requirements stated in the Code. Any doubts of interpretation or problems encountered, as well as any suggestions for improvement, should be addressed to the ethics oﬃcer for consideration and advice.
Any staﬀ member who violates any provision of the Code will be subject to disciplinary action. In cases of suspected corruption or other criminal oﬀences, a report will be made to the appropriate authorities.
(1) When facing a potential unethical behavior the staﬀ member should ask her/himself the following questions: a) Is it in accordance with the company’s practices and polices? b) Is it legal? c) What do my colleagues/Manager/HR Director/Ethics Oﬃcer think? d) How would I feel about telling someone else what I had done? e) How would our client react? f ) How would the company feel if this was reported in the National newspaper? f ) To what extent will this aﬀect the environment.
The Company can take prompt and appropriate remedial action in response to violations of the Code. Any employee who engages in conduct prohibited by the Code as determined by the ethics oﬃcer will be subject to discipline actions and sanctions in accordance with the labor law.
Once a complaint has been placed, the ethics oﬃcer will initially analyze it and s/he may meet privately with the applicant to understand the facts surrounding the issue. Following a fact-finding phase, an investigative meeting could be held with the employee alleged of the violation, to further ascertain the facts and receive observations. The decision should be issued in writing (date and signed), indicating a summary of the facts, reference to the specific violation and motivations.
The sanction may be under the form of:
- Private or public letter of reprimand;
- Transfer to other tasks or unit;
- Suspension from duties;
- Termination or removal.
In every case of violation, the employee will be fined for an amount estimated between a 1/5 (one fifth) and 5 (five) times the most recent monthly salary. The ne will be applied through a direct deduction from the employee’s following salary or any past credit s/he may have towards the company.
The ethics oﬃcer shall report serious violations to appropriate government or legal authorities.
Employees have a responsibility to promptly report to the Company any violation of the Code. The Company shall put in place an appropriate mechanism (i.e. complaints/suggestion boxes, telephone, emails, etc.) as to allow employees to address communications to the ethics oﬃcer with the highest degree of trust and confidentiality.
Employees will not be disciplined or retaliated against in any way for reporting violations in good faith. Retaliation against any employee for reporting policy violations, or for testifying, assisting or participating in any manner to inspections is strictly prohibited. Any employee who believes he or she has been subjected to or has witnessed retaliation must immediately report the alleged retaliation to the ethics oﬃcer.
The ethics oﬃcer shall be appointed inside the Company. For small companies however, the tasks of the ethics oﬃcer can be mandated to an external professional.
The ethics oﬃcer shall be a person of trust, independence and competence; s/he should be prepared, trained and/or certified in dealing with matters related to this code of conduct. The ethics oﬃcer shall perform his duty with the utmost tact, confidentiality, respect, fairness and proficiency.
The ethics oﬃcer will handle day-to-day compliance matters, including:
- Receiving, reviewing, investigating and resolving concerns and reports on the matters described in this Code;
- Interpreting and providing guidance on the meaning and application of this Code; and
- Reporting periodically and as matters arise to senior staﬀ of the Company on the implementation and eﬀectiveness of this Code and other compliance matters, and recommending any updates or amendments to this Code deemed necessary or advisable.
Appendix 1: Definition of Advantage and examples of prohibitions
- any gift, loan, fee, reward or commission consisting of money or of any valuable security or of other property or interest in property of any description;
- any oﬃce, employment or contract;
- any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
- any other service, or favor, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted;
- the exercise or tolerance from the exercise of any right or any power or duty; and
- any oﬀer, undertaking or promise, whether conditional or unconditional, of any advantage within the meaning of any of the preceding paragraphs above.
Every employee commits to:
- Do not solicit, accept, oﬀer, promise or pay a bribe either directly or through a third party. This includes “facilitation payments”.
- Do not accept transportation, travel expenses or accommodations for trips that are not business related.
- Do not oﬀer or accept donations for parties, including going-away parties.
- Do not solicit or accept personal discounts that are not available to all employees or available to the general public.
- Do not oﬀer or accept personal rebates or refunds that are a result of company’s purchases.
- Do not oﬀer or accept excessive or inappropriate meals or entertainment. Generally, an excessive amount would be an amount you would not normally spend on yourself.
Gifts provided should not give the appearance of unduly influencing, obligating the recipient or providing an improper advantage to the company. Gifts or entertainment should not reflect adversely on the company or the recipient’s company and the gifts should be given openly. The gift or entertainment should be accurately accounted for in the employee’s expense report and on the company’s books and records. If you have questions regarding whether or not to accept or oﬀer a gift or invitation, consult with the ethics oﬃcer.
Appendix 2: Examples of ways to dispose of gifts presented to a staﬀ member in his oﬃcial capacity
- If the gift is of perishable nature (e.g. food or drink), it shall be shared among the oﬃce or during an activity organized by the Company.
- If the gift is a useful item, it may be sent to a charitable organization.
- If the gift is of historical or other interest, it may be sent to a library or museum.
- If the gift is suitable for display (e.g. a painting, vase, etc.), it may be retained for display in the Company’s premises.
- If the gift is a personal item of low value (below 1000 MDL), it may be retained by the recipient.
Appendix 3: Examples of Conflict of Interest Situations
- A staﬀ member has a financial interest in a company that is being considered for selection as the company’s supplier of goods or services.
- A staﬀ member accepts frequent gifts from the company’s suppliers or contractors.