Table of Contents 1
Message from our Chief Executive Officer Our Core Values
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Introduction Purpose Scope Employee Responsibilities Social Responsibility Contact Information for Reporting Channels
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Guidelines for Ethical Decision-Making Compliance with Code of Ethics & Conduct, Relevant Laws and Regulations Investigations Process of Code Violations Non-Retaliation Statement Manager Responsibilities
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Workplace Safety and Health Discrimination and Harassment Prevention Human Rights and Fair Labour Fair Dealing with Everyone Substance Abuse/Drug and Alcohol-Free Workplace Data Privacy Proper Use and Protection of Electronic Communication Providing Best Quality in Service, Products, Value to Customers Environmental Stewardship
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Do What’s Right Anti-Corruption/Anti-Bribery Anti-Money Laundering Conflicts of Interest Fair Procurement Selection and Use of Third Parties Trade Compliance Insider Trading Government Requests and Subpoenas Political Activity/Lobbying Charitable Contributions Truth in Advertising/Marketing Competitive Intelligence
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Protecting Our Companies Maintaining Accurate Financial Records/Internal Accounting Controls Protection of Company Assets & Resources Protection of Intellectual Property (“IP”) Communicating with External parties Social Media Fraud Closing Remarks
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Our Core Values Our Core Values are informed by the Group’s DNA. They are inseparable from achieving excellence and are infused in all aspects of our operations. As a Group, we uphold integrity, honesty, transparency, discipline and the determination to succeed.
Employee Centred Successful businesses integrate business and employee values. We act on the conviction that the men and women of the ANSA McAL Group will always be our most important asset. We are continuously investing in our people through targetted developmental interventions. Our aim is to maximize our people potential, nurture and develop our internal talent, increase their effectiveness, reinforce our Company culture and values and provide opportunities for career growth within our Group.
Customer Excellence Our goal has always been to promote a business of sustainable development and growth that is profitable for our shareholders, generates value for our customers and fosters long-term confidence and respect. We promote high standards of sound business principles and practices, delivering superior customer service. We remain conscious of our duty to serve and strengthen the interests of our people, our country and our Caribbean region.
Creativity and Innovation We create opportunities, through tailored programs, specific recruitment selection, training and development in order to promote creativity, innovation and excellence within the Group. As the world becomes more evolved, we believe in delivery, quality and customer satisfaction. We never cease challenging ourselves to do better.
Social Responsibility We have long held the view that we must think beyond our own interests to the interests of those we lead and serve, and to the interests of the communities within which we operate. We value our customers, the people in our communities, our employees and their families. We are committed to assisting and supporting our people, our community and country.
Respect and Trust We treat our leaders, our employees, our customers and our stakeholders respectfully and ethically. We respect and value our people’s views, insights and recommendations. We build trust by providing reliable service to our customers and by working together as a team with full integrity.
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Introduction
Employee Responsibilities
Purpose
As an ANSA McAL Group employee, you are expected to comply with both the letter and the spirit of our Code. This means you must understand and comply with all of our policies, laws and regulations that apply to your job, even if you feel pressured to do otherwise.
The ANSA McAL Group is built upon strong corporate values and business practices. Our standards of business conduct serve as an important resource for employees in support of day-to-day decision making.
Our Code also requires you to seek guidance if you have questions or concerns and to cooperate fully in any investigation of suspected violations of the Code that may arise in the course of your employment.
Our standards represent the core of how we create the solid foundation of trust and success that is reflected in our relationships with customers, suppliers, shareholders and each other. Our Code of Ethics & Conduct is designed to deter wrongdoing and to promote:
Periodically, you may be asked to provide a written certification that you have reviewed and understand the ANSA McAL Group Code of Ethics & Conduct, comply with its standards, and are not personally aware of any violations of the Code by others. This certification is a reaffirmation of your pledge to live up to our Code and its expectations and to promptly raise concerns about any situation that you think may violate our Code.
• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. • Full, fair, accurate, timely, and understandable disclosure in reports and documents we file with regulatory agencies and in our other public communications.
Employees who violate our Code put themselves, fellow employees, and our Company at risk and may be subject to disciplinary action, including termination of employment.
• Compliance with applicable laws, rules, and regulations. • The prompt internal reporting of violations of this Code.
Social Responsibility
• Accountability for adherence to this Code.
We pride ourselves on being a Company that operates with integrity, makes good choices, and does the right thing in every aspect of our business.
Though this Code should help guide your conduct in the course of our business, many of the principles described in this Code are general and the Code does not cover every situation. In such cases, use common sense and good judgment. If you have any questions, it is your responsibility to seek guidance. This Code is not the exclusive source of guidance and information regarding the conduct of our business. You should consult all applicable policies and procedures in specific areas as they apply.
Contact Information for Reporting Channels If you think that an actual or possible violation has occurred, it is important to report your concerns immediately to your supervisor, your HR department, Group Performance Audit or our Group Legal department. You are encouraged to identify yourself when reporting a possible violation and the Company will make every effort to protect your identity if you do so. You may, however, report a suspected violation anonymously by calling the #SPEAKOUT hotline at 1833-268-1505 or by writing an anonymous letter to the Group Performance Audit Team or place letter in the special box located on the 9th Floor, Tatil Building, 11 Maraval Road, Port of Spain.
Scope This Code applies to everyone in the Company including the Board of Directors and all officers and employees of the ANSA McAL Group, including temporary employees. It is applicable to all, regardless of job or level in the organization. In certain circumstances, this Code also applies to contractors. Everybody is required to be familiar with all policies and procedures relevant to their job functions.
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We will continually challenge ourselves to define what being a responsible Company means to us, and work to translate our definition into behaviour and improvements at the ANSA McAL Group.
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We seek to align our social and environmental efforts with our business goals and continue to develop both qualitative and quantitative metrics to assess our progress.
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Recognizing ethical issues and doing the right thing in all Group business activities is your responsibility. When engaging in business activities for the ANSA McAL Group, consider the following: What feels right or wrong about the planned action? Is the planned action consistent with the Code and Company policies? How will the planned action appear to your manager, Company executives, the Board, or the general public? Would another person’s input help to evaluate the planned action?
Compliance with Code of Ethics & Conduct, Relevant Laws and Regulations As members of the ANSA McAL team, we all have a personal responsibility to uphold and ensure the letter and spirit of our Code every single day. It is important that you are aware of and never violate relevant laws and regulations.
Guidelines for Ethical
Decision-Making Leaders, by virtue of their positions of authority, must be ethical role models for all employees. An important part of a leader’s responsibility is to exemplify our corporate values and exhibit the highest standards of integrity
Violating relevant laws, regulations, or this Code, or encouraging others to do so, exposes the Group to risk, including risk to its reputation, and therefore may result in disciplinary action up to and including termination of employment. You should understand that violations of laws or regulations may also result in legal proceedings and penalties including, in some circumstances, civil and criminal penalties that could affect you personally in addition to a risk of adverse consequences to the ANSA McAL Group. You should also be alert to changes in the law or new requirements that may affect your business unit.
Investigations Process of Code Violations Once a report is received, the Group Performance Audit Team will investigate it promptly, thoroughly, fairly and confidentially. The Group Performance Audit Team expects all employees to cooperate in investigations fully and candidly. Retaliation will not be tolerated against any team member who cooperates in investigations. Team members and leaders should not interfere in internal investigations or engage in their own fact-finding. Team members and others involved in internal investigations will be treated with dignity and respect. After an investigation is completed, appropriate disciplinary and other corrective action will be taken when warranted by the facts. The Group Performance Audit Team may, in appropriate cases and subject to applicable local law, notify government authorities and cooperate with any resulting prosecution or other government action. In addition, when legally required or otherwise appropriate, the Group Performance Audit Team will report compliance violations in a timely manner to applicable government authorities and cooperate with any resulting official proceedings.
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The determination of whether and when to refer a matter to government authorities, or to report compliance violations, will be made by the Group Performance Audit Team after consultation with the Group Legal Department.
An employee who has raised a concern honestly, or participated in an investigation, cannot be the basis for any adverse employment action arising out of their concern, including separation, demotion, suspension, loss of benefits, threats, harassment or discrimination.
Anonymity & Confidentiality
If you work with someone who has raised a concern or provided information in an investigation, you are expected to continue to treat the person with courtesy and respect.
When you make a report to the #SPEAKOUT hotline or to the Group Performance Audit Team, you may choose to remain anonymous, although you are encouraged to identify yourself to facilitate further communication.
Definition of “Good Faith” Acting in “good faith” means that you provide all of the information you have and believe you are giving a sincere and complete report. Individuals who take action against a person for making a report or participating in an investigation in good faith will be subject to disciplinary action, up to and including termination, as local law permits.
If you make your identity known, the relevant personnel of the Company and investigators will take every reasonable precaution to keep your identity confidential, consistent with conducting a thorough and fair investigation. To help maintain confidentiality, avoid discussing these issues, or any investigation, with other employees. Because we strive to maintain strict confidentiality in all investigations, we may not be able to inform you of the outcome of an investigation.
Self-Reporting Nothing in this Code of Ethics & Conduct shall be construed as excusing any person from their own misconduct or protecting them from disciplinary action as a result of their self-reporting that misconduct. However, the fact that a person self-reported their own wrongdoing will be taken into consideration in determining an appropriate response.
Making False Accusations The Company will protect any employee who raises a concern honestly, but it is a violation of the Code to knowingly make a false accusation, lie to investigators, or interfere or refuse to cooperate with a Code investigation.
Victims of Retaliation Any person who reasonably believes that they have been subject to retaliation due to their disclosure of a legal or ethical compliance incident, or potential conflict of interest, should immediately inform their Manager or a Human Resources representative.
Honest reporting does not mean that you have to be right when you raise a concern; you just have to believe that the information you are providing is accurate.
Non-Retaliation Statement
Manager Responsibilities
We believe it is essential to create an environment in which individuals feel able to raise any matters of genuine concern internally without fear of disciplinary action being taken against them, that they will be taken seriously and that the matters will be investigated appropriately and as far as practicable be kept confidential.
All ANSA McAL Group leaders must show a commitment to our values through their actions. They also must promote an environment where compliance is expected and ethical behaviour is the norm.
The ANSA McAL Group values the help of employees who identify potential problems that the Company needs to address. Any employee who reports a violation in good faith will be treated with dignity and respect and will not be subjected to any form of discipline or retaliation for reporting.
All ANSA McAL Group employees must comply with the Company’s values and principles. No one should ask an ANSA McAL Group employee to break the law, or go against the Company’s values, policies and procedures.
Leaders Serve as Ethical Role Models
“As members of the ANSA McAL Group team, we all have a personal responsibility to uphold and ensure the letter and spirit of our code of conduct in our individual roles, every single day. It is important that you are aware of, and never intentionally violate, relevant laws and regulations.”
Leaders, by virtue of their positions of authority, must be ethical role models for all employees. An important part of a leader’s responsibility is to exemplify our corporate values and exhibit the highest standards of integrity. Leaders must communicate the seriousness of our Company’s expectations for ethical conduct and their own personal support of these expectations by holding everyone accountable for making sound ethical judgments. Leaders must be alert to any situations or actions that may be unethical or potentially damaging to our reputation. They must take prompt action to address such situations and be careful to avoid even the appearance of implicit approval.
Retaliation against anyone who provides information or otherwise assists in an investigation or proceeding regarding any conduct that the employee believes in good faith is prohibited and constitutes a violation of our Code of Ethics & Conduct and the ANSA McAL Group’s related policies.
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Promoting Workplace Safety Our Company strives to provide a safe and healthy workplace for employees, customers and visitors to its premises. All managers have responsibility for ensuring proper safety and health conditions for their employees. Management is committed to maintaining industry standards in all areas of employee safety and health, including industrial hygiene, ergonomics and safety. To
support this commitment, employees are responsible for observing all safety and health rules, practices and laws that apply to their jobs, and for taking precautions necessary to protect themselves, their co-workers and visitors. Employees are also responsible for immediately reporting accidents, injuries, occupational illnesses and unsafe practices or conditions to their supervisor.
Workplace Violence Threats, acts of violence and physical intimidation are strictly prohibited. To preserve employee safety and security, unauthorised weapons, firearms, ammunition, explosives and incendiary devices are forbidden on our Company premises or in our Company vehicles.
Workplace
Safety & Health
Violence or threats of violence are strictly prohibited and, if confirmed, will be grounds for immediate termination. Examples of such conduct include harassing or threatening phone calls, email or written communication directed towards an employee or his or her friends/ family members, stalking, and the destruction of personal and/or Company assets.
To support this commitment, employees are responsible for observing all safety and health rules, practices and laws that apply to their jobs, and for taking precautions necessary to protect themselves, their co-workers and visitors
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Behaviour that threatens the safety of people or property, or has the potential to become violent, should be immediately reported to your supervisor, Security, HR, or the #SPEAKOUT Hotline.
We also prohibit other forms of harassment such as: Using slurs or negative stereotyping, Verbal kidding, teasing or joking; Intimidating acts, such as bullying or threatening; any other conduct that shows hostility toward, disrespect for or mistreatment of an individual based on the individual’s legally protected status.
Discrimination & Harassment Prevention Each of us is responsible for creating a culture of trust and respect that promotes a positive work environment. This means treating one another with fairness and courtesy in all of our interactions in the workplace.
The Group will act promptly and sensitively in investigating your concern and address the issue with the individuals involved. We will ensure confidential treatment of the allegations in order to protect all involved. The Group will not terminate, demote or otherwise discriminate against employees for reporting concerns in good faith.
We are committed to the principles of equal employment opportunity, inclusion and respect. We prohibit discrimination in employment, employment-related decisions or in business dealings on the basis of an individual’s race, color, ancestry, age, sex, sexual orientation, religion, disability, ethnicity, national origin, marital status, pregnancy or any other status protected by law or local policy.
Having a diverse workforce, made up of team members who bring a wide variety of skills, abilities, experiences and perspectives, is something we celebrate as essential to our success. We are committed to the principles of equal employment opportunity, inclusion and respect.
We do not tolerate any form of harassment. Harassment is conduct which inappropriately or unreasonably interferes with work performance, diminishes the dignity of any person or creates an intimidating, hostile or otherwise offensive work environment.
It is critical that every ANSA McAL Group employee feels valued and be provided with opportunities to contribute. If you believe your rights have been violated or if you have any other workplace concerns, you should consult your supervisor or another member of your management chain, or call your Human Resources representative directly.
All employment-related decisions must be based on Company needs, job requirements and individual qualifications. Always take full advantage of what our team members have to offer; listen and be inclusive.
Verbal, visual, or physical conduct of a sexual nature is not acceptable in the workplace and may be determined to be sexual harassment.
We do not tolerate discrimination against anyone, team members, customers, business partners or other stakeholders, on the basis of race, colour, religion, national origin, sex (including pregnancy), age, disability, HIV status, sexual orientation, gender identity, marital status (past or present) military service or any other status protected by the laws or regulations in the locations where we operate.
Harassment is prohibited regardless of whether it is welcome or unwelcome and regardless of whether the individuals involved are of the same or different sex, sexual orientation, race or other status. If you believe you are being harassed, or if you have witnessed harassment of a colleague, you must report this to your manager, another manager, or Human Resources.
If you do not receive a clear explanation or believe you may not receive an objective or adequate review of the issue from your supervisor or Human Resources, call the #SPEAKOUT hotline at 1833268-1505.
We comply with laws regarding employment of immigrants and noncitizens and provide equal employment opportunity to everyone who is legally authorized to work in the applicable country.
Examples include: Sexual advances, requests for sexual favours, sexually explicit language, off-color jokes, remarks about a person’s body or sexual activities, displaying sexually suggestive pictures or objects, suggestive looks, leering or suggestive communication in any form, inappropriate touching, both welcome and unwelcome.
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We believe that new ideas from diverse perspectives lead to better business results. Diversity is simply good business. We embrace diversity of ethnicity, gender, generation, geography and thought. Different perspectives enable us to better understand the complexity of our customers’ needs and to deliver high-value solutions in innovative ways.
Discrimination (with Equal Opportunity)
We also provide an environment free of discrimination to our associates, customers, members and suppliers.
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Contact Information for Reporting Channels Discrimination
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The ANSA McAL Group does not tolerate discrimination. We recognize that highly productive and diverse employees are essential to our success and should be given opportunities to flourish in a barrier-free, non-discriminatory environment. We will conduct all employment practices including activities relating to recruiting, hiring, benefits, leaves of absence, training, transfer, promotion, job assignments, compensation, corrective action and termination in a non-discriminatory manner.
An employee is expectede to report suspected discrimination right away and never retaliate against anyone who raises a good faith belief that unlawful discrimination has occurred.
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Human Rights and Fair Labour We are committed to upholding fundamental human rights and believe that all human beings around the world should be treated with dignity, fairness, and respect.
Substance Abuse/ Drug and Alcohol-Free Workplace
Data Privacy
The ANSA McAL Group strives to maintain a workplace that is free from illegal and unauthorised use, possession, sale, or distribution of alcohol or controlled substances. Legal or illegal substances shall not be used in a manner that impairs a person’s performance of assigned tasks.
In carrying out business, ANSA McAL Group employees, officers and directors often learn confidential or proprietary information about our Company, business partners and consumers. Such information may include business marketing and service plans, financial information, product architecture, source codes, engineering and manufacturing ideas, designs, customer lists, pricing strategies, to name a few. Employees, officers and directors must maintain the confidentiality of all confidential information so entrusted to them, except when disclosure is authorised or legally mandated. Unauthorised disclosure of such information can be harmful to the ANSA McAL Group or its business partners and consumers.
Confidential (Non-Public) and Proprietary Information
Drug Testing Our Company reserves the right to have any employee tested if there is reasonable suspicion that he or she is under the influence of drugs or alcohol. Employees must report if they are using prescription or nonprescription drugs that may impair alertness or judgment, or if they witness an employee impaired and, therefore, possibly jeopardizing the safety of others or ANSA McAL Group business interests.
If the ANSA McAL Group proprietary information is to be given outside the Company, make sure a written confidentiality and nondisclosure agreement is prepared, and that proper controls are established to manage the flow of information. Seek assistance from the Group Legal Department to review and approve any confidentiality and nondisclosure agreements before execution by the parties involved.
If you have a problem related to alcohol or drugs, you are encouraged to seek assistance from the Employee Assistance Program or other qualified professionals.
We require that our suppliers and direct contractors demonstrate a serious commitment to the health and safety of their workers, and operate in compliance with human rights laws. The ANSA McAL Group does not use or condone the use of slave labour or human trafficking, denounces any degrading treatment of individuals or unsafe working condition.
Employee Assistance Programs (EAP)
We are committed to following all applicable labour laws and regulations.
Consumer/Third Party Personal Information
Alcohol and drug abuse can endanger the health, safety and security of our employees and our customers, adversely affect the quality and effectiveness of our Company operations and potentially harm other stakeholders.
Fair Dealing with Everyone
The ANSA McAL Group respects the privacy of all its customers, prospective customers, or other third parties. We must handle personal data responsibly in compliance with all applicable privacy laws and policies (including our records retention requirements). Personal data is information that can directly or indirectly identify an individual, such as name, contact information, financial information and health-related information. Employees who handle the personal data of others must do the following:
No ANSA McAL Group employee or employee of a contractor may report to work or perform any job duties while under the influence of or impaired by alcohol or drugs. We encourage employees who may have an alcohol or drug problem to seek assistance through a local Employee Assistance Program (“EAP”).
The ANSA McAL Group is committed to dealing fairly with its associates, customers, suppliers and competitors. Employees are expected to promote ANSA McAL Group products and services in a manner consistent with the customer’s expressed financial needs and goals and to provide sufficient information to allow customers to make informed decisions voluntarily and without any form of coercion or undue influence.
Participation in a Company-sponsored EAP is optional unless an employee receives a mandatory referral to the EAP for reasons of alcohol or drug abuse. Employees who receive a mandatory referral must comply with the program designed by the EAP. Refusal to comply will be grounds for discipline up to and including termination of employment.
Act in accordance with applicable law. Act in accordance with any relevant contractual obligations. Collect, use and process such information only for legitimate business purposes. Limit access to the information to those who have a legitimate business purpose for seeing the information. Take care to prevent unauthorized disclosure.
Employees are prohibited from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
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Employee Information The ANSA McAL Group also respects the privacy of its employees. Employee information includes employee medical and personnel records. Access to personal information is only authorized when there is a legitimate and lawful reason, and access is only granted to appropriate personnel. Requests for confidential employee information from anyone outside our Company under any circumstances must be approved in accordance with our policies. It is important to remember, however, that employees should have no expectation of privacy with regard to workplace communication, corrsepondence on Group provided devices, or any personal property brought onto the ANSA McAL Group premises or used for ANSA McAL Group business.
Proper Use and Protection of Electronic Communication The ANSA McAL Group’s information technology and communications systems are vital to enable us to conduct our business and reach out to our consumers. If you have access to our information systems and computer networks, you are responsible for using the highest standards of behaviour in all of your usage and communications. When you access our networks from remote locations (for example, at home or from other non-Company locations), you are subject to the same standards of use as are employees who access our networks while on Company premises. The data transmitted, received and stored by or within those systems, such as telephones, personal computers, data storage units, email, or pagers, are valuable assets. They must be protected to ensure accessibility for business purposes, that our Company’s reputation is protected, and that we minimize the potential for legal risk. Limited personal use may be acceptable if it is authorized by your work location and does not interfere with your job responsibilities.
Safeguard the following: Passwords: You are responsible for your corporate credentials. Passwords must meet corporate standards and must be kept private, and therefore not shared, coded into programs or written down. IT Security must be informed in the event that a password is suspected of having been compromised. Do not share your passwords with anyone at any time.
Privacy Laws Protecting the privacy and security of personal information is a growing global concern. Many countries are enacting or strengthening privacy laws that govern the use of personal information and holding violators accountable.
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Providing Best Quality in Service, Products, Value to Customers
Acceptable Usage: It is not permitted to use ANSA McAL Group information technology and communications systems (including email, instant messaging, the Internet or intranet) for activities that are harmful, unlawful, unethical, immoral or otherwise contrary to this Code.
We are dedicated to quality and take personal pride in all the products and services we provide. Our intense, acute focus on the needs of our customers continuously drives us to improve. Our continued success depends on exceeding the expectations of our customers and standing behind everything we do.
Examples of Inappropriate Computer Use: Never use electronic media to initiate, save, or send items that are hostile, harassing, offensive, threatening, or otherwise inappropriate.
Environmental Stewardship
Do not use electronic media to initiate, save, or send chain letters or other widespread non-business distributions.
We are committed to conducting business in an environmentally responsible manner and strive to improve our performance to benefit our employees, customers, communities, shareholders, and the environment. We use energy wisely and efficiently and employ technology to minimize any risk of environmental impact. Employees whose work affects environmental compliance must be completely familiar with the permits, laws, and regulations that apply to their work. All employees are responsible for making sure that ANSA McAL Group business is conducted in compliance with all applicable laws and in a way that is protective of the environment.
Do not use electronic media to initiate or participate in any malicious, unauthorized, or fraudulent use of Company resources. Think before you use ANSA McAL Group electronic media for non-business purposes and comply with the policies of your business unit.
Remember: “The unauthorized transmission of Company data, access to inappropriate internet sites, and the transmission of inappropriate e-mails are examples of misuse of technology.”
Mobile Security: It is extremely important that you treat your mobile device like any other Corporate IT device. Mobile device security can be breached and infected just like a PC, laptop, etc. Never click links, download files, or execute programs on your mobile device unless it is required and you are certain of the source and legitimacy of the content. Always protect such items from loss, theft or damage.
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Anti-Corruption/ Anti-Bribery The exchange of appropriate gifts and entertainment is often a way to build our business relationships. However, when doing business with customers, suppliers or government officials (local/foreign), it is prohibited by our Company policy for any ANSA McAL Group employee, officer, representative, subsidiary, or independent contractor acting on our behalf to give or accept bribes, illicit payments or other improper benefits in order to obtain business or influence an unfair advantage or business decision. A “bribe” is giving anything of value that would improperly influence the outcome of a transaction. “Anything of value” can include such things as: • • • • • • • • • •
Do What’s Right Our reputation for integrity is more important than the profit from any contract
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Cash Gifts Meals Entertainment Travel and lodging Personal services Charitable donations Business opportunities Favours Offers of employment
If the ANSA McAL Group cannot obtain a contract without paying a bribe, you must report the matter to your supervisor, Managing Director, the Group Performance Audit Team or the Group Legal Department and walk away from the deal. Our reputation for integrity is more important than the profit from any contract.
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Anti-Money Laundering
Gifts & Entertainment: Soliciting or accepting any cash, gifts, entertainment, or benefits that are more than modest in value from any competitor, supplier, or customer.
Money laundering is a global problem with far-reaching and serious consequences. Money laundering is defined as the process of converting illegal proceeds so that funds are made to appear legitimate. It is not limited to cash transactions. Complex commercial transactions may hide financing for criminal activity such as terrorism, illegal narcotics trade, bribery, and fraud. Involvement in such activities undermines our integrity, damages our reputation and can expose the ANSA McAL Group and individuals to severe sanctions.
Corporate Opportunities: Using corporate opportunities for any form of personal gain.
Outside Employment, Business and Other Interest A conflict of interest exists if your outside business or other interests can affect your objectivity, motivation or performance as an ANSA McAL Group employee. A second job or other affiliation with an ANSA McAL Group competitor is not allowed (unless approved in accordance with Group Policy).
Our Company forbids knowingly engaging in transactions that facilitate money laundering or result in unlawful diversion. We take affirmative steps to detect and prevent unacceptable or illegal forms of payment and financial transactions. Antimoney laundering laws require transparency of payments and the identity of all parties to transactions.
Conflicts of Interest
“We are committed to full compliance with anti-money laundering laws throughout the world and will conduct business only with reputable customers involved in legitimate business activities and transactions.”
ANSA McAL Group believes business decisions should be made without any conflict of interest. A conflict exists when your personal, social, or financial interests, duties, obligations or activities, or those of a family member are, or may be, in conflict or incompatible with the interests of the Company. Conflicts of interest compromise our personal judgment, undermine the Group’s credibility, and destroys the trust that others place in us. Employees must make prompt and full disclosure of any situation that may involve an actual or potential conflict of interest. Employees should contact their Managing Director, their HR Department to make such disclosures, or the Group Performance Audit or Group Legal Department to report any questions, problems or issues regarding conflicts of interest.
Potential Warning Signs of Money Laundering Two areas that deserve special awareness are: (1) unusual ways in which payments may be requested and (2) customers who appear to lack integrity in their operations.
While it is impossible to list all activities that could pose a conflict of interest, the following are common examples: Financial Interest: You or a family member owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business, or competes with our Company.
Be alert for: Requests for cash payment or cheques from an unknown third party. Complex payment patterns.
Outside Employment: Holding a second job without prior approval.
Unusual transfers to or from countries not related to the transaction.
Board Memberships: Employing, consulting, or serving on the board of a competitor, customer, supplier, or other service provider.
Customers who seem eager to avoid recordkeeping requirements.
Employment of Relatives & Friends: Hiring of close personal friends or relatives in the same business unit or department.
Transactions involving locations previously associated with money laundering or tax evasion.
Selection and Use of Third Parties
When outside employment is allowed, employees are still bound by all confidentiality agreements with ANSA McAL Group and all ANSA McAL Group policies and procedures relating to confidential or inside information.
We believe in doing business with third parties that embrace and demonstrate high principles of ethical business behaviour. We rely on suppliers, contractors, and consultants to help us accomplish our goals and should be treated according to our values. To create an environment where our suppliers, contractors, and consultants have an incentive to work with the ANSA McAL Group, they must be confident that they will be treated in an ethical manner. We offer fair opportunities for prospective third parties to compete for our business. The manner in which we select our suppliers and the character of the suppliers we select reflect on the way we conduct business.
Outside Board and Committee Appointments These are not allowed without the necessary prior written approvals in accordance with Company policy. Where such approvals are obtained, the employee’s performance will be reviewed periodically to ensure that their work delivery is not affected as a result.
Procurement Conduct
Fair Procurement
Proper procurement conduct includes:
We engage in open and fair procurement activities regardless of nationality or the size of the transaction. Suppliers are selected on a competitive basis, including quality, suitability, performance, service, technology, and price. We strive toward establishing mutually beneficial relationships with our suppliers based on close cooperation and open communication. Terms and conditions defining our relationship with suppliers are communicated early in the supplier selection process. Any agreements to such terms and conditions, or any acceptable modifications, are reached before work begins.
Using established corporate-wide or regional supply (leveraged) agreements. Obtaining competitive bids when leveraged agreements do not exist. Confirming the financial and legal status of the supplier. Verifying quality, service and HSE claims on a regular basis. Making sure that purchase agreements clearly state the services or products to be provided, the basis for earning payment and the applicable rate or fee.
There are laws in most countries that regulate government procurement, you are expected to know and comply with all government procurement rules applicable to our business as transparency, integrity, economy, openness, fairness, competition and accountability are some of the fundamental principles of government and public procurement.
Verifying that invoices clearly and fairly represent goods and services provided. Avoiding reciprocal agreements or exchange of favours.
Transactions which are inconsistent with usual business practices, or which do not match the customer’s or client’s normal pattern of activity.
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Insider Trading
The fee or price paid for goods and services by the ANSA McAL Group must represent the value of the goods or services provided. Payments can only be made to the person or the firm that actually provides the goods or services, and must be made in the supplier’s home country, where it does business, or where the goods were sold or services provided.
Gain or loss of a significant customer or supplier. Major lawsuit or regulatory investigation.
We maintain trust with our investors and the public by respecting the spirit of financial laws, which means we do not trade based on material nonpublic information. Information is “material” if a reasonable investor would consider it important in deciding whether to buy or sell that Company’s securities. Information is “nonpublic” if it has not been broadly communicated to the public in a press release or in a Securities and Exchange Commission (“SEC”) filing.
Our Company will not knowingly use suppliers who participate in the following activities:
Any other information that may positively or negatively affect the share price of ANSA McAL or any other Company.
When to Trade Once you are not in possession of material inside information, you may purchase, sell or transfer ANSA McAL shares or exercise options granted. Consult with the Group Corporate Secretary if you are unsure whether you have material inside information at any point in time.
In our work, we may become aware of material nonpublic information about the ANSA McAL Group, companies we do business with, customers, suppliers, competitors or potential acquisitions. Employees or officers who have material nonpublic information as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies. In addition, employees and officers are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell securities in ANSA McAL shares or the shares of any other Company based on material nonpublic information, as it not only breaks trust with our investors and the public, but is also illegal, violates Company policy, and is unfair to other investors.
Supplying unsafe products or services Violating laws or regulations Using child labour or forced labour
You should not trade in ANSA McAL securities during quarterly and other blackout periods when they apply to you. Even if you are not covered by formal blackout restrictions, before trading, you are encouraged to wait until at least 24 hours after material inside information has been publicly disclosed or following the public dissemination of financial results, to ensure the market has had an opportunity to absorb and evaluate the information. Directors, Executives and Senior Officers are required to notify the Group Corporate Secretary prior to engaging in transactions in ANSA McAL Group shares.
Using physical punishment to discipline employees, even if it is allowed by local law
Government Requests & Subpoenas
Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including potential termination of employment.
Trade Compliance
Employees should immediately contact the Group Legal Department if they are contacted by law enforcement or other government officials with respect to their duties in most circumstances.
Export and Import Laws
Any information you provide to law enforcement or government officials must be completely honest and truthful. If you receive a subpoena related to the ANSA McAL Group or your work, immediately contact the Group Legal Department. If you become aware of pending, imminent or contemplated litigation or a government examination or investigation, you must immediately contact the Group Legal Department. All records and documents relevant to a subpoena, litigation or investigation must be saved, including any records that may otherwise be automatically destroyed or erased (such as e-mail and voice mail messages).
Examples of Confidential Information
The ANSA McAL Group complies with export and import control legislations and regulations of all countries in which it does business. We also expect all of our vendors to know and understand the custom laws that apply to their products. If you work in our supply chain, you need to make sure you and our vendors provide accurate product descriptions, correct tariff classifications, valuation information and country of origin statements for all items we import or export, whenever required. If you have a question or concern, report it immediately.
Directors, Executives, Senior Officers and select employees of our Company are the most likely to possess inside information, which may be considered significant or material, about the Company before it is made publicly available to ordinary investors. Examples of information that could be material are: Information about possible business deals, such as a merger, purchase, sale, or joint venture. Financial results or changes in dividends. Important management changes. Major raw material shortages or discoveries. Significant product or manufacturing process developments.
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Political Activity/ Lobbying
Charitable Contributions
The ANSA McAL Group encourages personal participation in the political process in a manner consistent with all relevant laws and Company guidelines. You may support the political process through personal contributions or by volunteering your personal time to the candidates or organizations of your choice but may not make or commit to political contributions on behalf of the ANSA McAL Group.
We support community development throughout the world. The ANSA McAL Group employees may contribute to these efforts, or may choose to contribute to organizations of their own choice. However, as with political activities, you may not use Company resources to personally support charitable or other non-profit institutions not specifically sanctioned or supported by our Company. You should consult the Group Corporate Communications Department if you have questions about permissible use of Company resources.
These activities, however, must not be conducted on Company time or involve the use of any Company resources such as telephones, computers, or supplies. If you wish to express personal views in a public forum (such as a letter to the newspaper), do not use Company letterheads, Company e-mails, or reference your Company address or title. Senior Managers and Executives particularly must avoid openly aligning themselves with any political party. In addition, the following rules apply:
Your job will not be affected by your personal political views or your choice in political contributions.
It is our responsibility to represent accurately the ANSA McAL Group and our products in our marketing, advertising and sales materials. Deliberately misleading messages, omissions of important facts or false claims about our products, individuals, competitors or their products, services, or employees are inconsistent with our values. Sometimes it is necessary to make comparisons between our products and our competitors. When we do we will make factual and accurate statements that can be easily verified or reasonably relied upon.
Do not use the Company’s reputation or assets, including your time at work, to further your own political activities or interests.
Competitive Intelligence
If you plan to seek or accept a public office, you must advise your Managing Director or General Manager immediately prior to any formal announcement.
Gathering competitive intelligence is a legitimate business practice. Whilst maintaining our competitiveness, we never use any illegal or unethical means to get information about other companies. Legitimate sources of competitive information include publicly available information such as news accounts, industry surveys, competitors’ displays at conferences and trade shows, and information publicly available on the Internet. Competitive information is also appropriately gained from customers and suppliers (unless they are prohibited from sharing the information) and by obtaining a licence to use the information or actually purchasing the ownership of the information. These principles apply to working with consultants, vendors and other partners.
The Company will not reimburse employees for personal political activity.
If you intend to become involved in political campaigning, in your pursuit for public office, you must proceed on approved leave from the Company and may utilize any outstanding vacation leave. Where more time is required, you must proceed on approved “no-pay” leave, the amount to be determined by the circumstances. In no case, is such leave, in total, to exceed one month. If you are elected or nominated to part time or full-time public office which requires you to perform political/official duties during work hours, such time is considered a direct conflict with your responsibilities to the Company and as such, you will be required to make a choice between your continued employment and your political career.
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Truth in Advertising/ Marketing
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“It is our responsibility to represent accurately the ANSA McAL Group and our products in our marketing, advertising and sales materials.”
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Maintaining Accurate Financial Records/ Internal Accounting Controls Accurate and reliable records are crucial to our business. We are committed to maintaining accurate Company records and accounts in order to ensure legal and ethical business practices and to prevent fraudulent activities. We are responsible for helping ensure that the information we record, process, and analyze is accurate, and recorded in accordance with applicable legal or accounting principles. We also need to ensure that it is made secure and readily available to those with a need to know the information on a timely basis. Company records include payroll, timecards, travel and expense reports, booking information, e-mails, accounting and financial data, measurement and performance records, electronic data files, and all other records maintained in the ordinary course of our business. All Company records must be complete, accurate, and reliable in all material respects. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited.
Protecting
Our Companies
List of Unacceptable Activities:
We are committed to maintaining accurate company records and accounts in order to ensure legal and ethical business practices and to prevent fraudulent activities.
Investors count on us to use and provide accurate information so they can make good decisions. The following are examples of activities not allowed: Maintaining undisclosed or unrecorded funds or assets for any purpose. Making, or asking others to make, false, misleading, or artificial entries on an expense report, time sheet or any other report. Giving false quality or safety results. Recording false sales or recording sales outside of the time period they actually occurred. Understating or overstating known liabilities and assets. Delaying the entry of items that should be current expenses. Hiding the true nature of any transaction. Providing inaccurate or misleading information for Company benefit programs.
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Employee Financial Reporting Responsibilities
Company assets should be used only for the conduct of the Company’s business, except where otherwise provided by the Code or other Company policies. All physical and technology assets provided by the Company, whether used inside or outside the ANSA McAL Group workplace, are Company property and are provided for your business use.
We must ensure that the accounting and financial records of our Company meet the highest standards of accuracy and completeness. Reporting accurate and complete information is an essential responsibility of each employee. It is also your responsibility as an employee of our Company to make open and full disclosure to and cooperate fully with, outside accountants in connection with any audit or review of our Company’s financial statements. If you have reason to believe that any of our Company’s books and records are being maintained in a materially inaccurate or incomplete manner, you are required to report this immediately to your Managing Director and the Head of Group Performance Audit.
All records are the property of the ANSA McAL Group and should be retained in accordance with Group Policy. We are responsible for properly labeling and carefully handling confidential, sensitive, and proprietary information and securing it when not in use. We do not destroy official Company documents or records before the retention time expires, but, do destroy documents when they no longer have useful business purpose.
Protection of Intellectual Property
Our assets include: Physical assets, such as office furnishings, equipment and supplies.
Our intellectual property is among our most valuable assets. Intellectual property refers to creations of the human mind that are protected by various national laws and international treaties. Intellectual property includes copyrights, patents, trademarks, trade secrets, design rights, logos, services names, expertise, and other intangible industrial or commercial property. We must protect and, when appropriate, enforce our intellectual property rights. We also respect the intellectual property belonging to third parties. It is our policy to not knowingly infringe upon the intellectual property rights of others.
Technology assets, such as computer hardware, software and information systems. Financial assets, such as cash, securities and credit cards. Our Company’s name, its brand and our customer relationships. Information assets, such as intellectual property, including information about products, services, systems and other data.
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Consistent with the Company’s approach to interacting with the traditional news media, only designated ANSA McAL Group employees are authorized to speak on behalf of the Company on social media. Employees who choose to speak on social media about the Company in any way must make it clear that they are an ANSA McAL Group employee, but not speaking on behalf of the Company or as an official Company representative.
Our records are our corporate memory, providing evidence of actions and decisions and containing data and information critical to the continuity of our business. Records consist of all forms of information created or received by the ANSA McAL Group, whether originals or copies, regardless of media. Examples of Company records include paper documents, e-mails, electronic files stored on hard drive, disk or any other medium (CD, DVD, USB data storage devices, etc.) that contains information about our Company or our business activities.
Our assets are the resources we use to conduct our business. Use Company assets for legitimate Company business and appropriately safeguard them including against cyber-related attack, theft, loss, waste or abuse. By protecting our assets, we protect our competitive advantage in the marketplace. You also have a responsibility to extend the same degree of care to assets entrusted to our Company by others.
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ANSA McAL Group employees who choose to make use of social media or otherwise engage in online communications as an identifiable employee of ANSA McAL Group must comply with the Company Social Media Policy at all times and on all forms of social media.
Records Management
Protection of Company Assets & Resources
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Your employment postings on internet sites and social media sites such as Facebook or Twitter may include the fact that you work for the ANSA McAL Group, your job title, a job description and your general office location. Be mindful not to disclose confidential and/or proprietary information, about our business, our suppliers or our customers.
Never sell, lend or give away Company assets, regardless of their condition or value, unless you are authorised to do so. Employees are allowed to use Company assets such as telephone and internet systems in a responsible and appropriate manner for business and occasional personal purposes.
We rely on you to come forward if you feel that you are being pressured to prepare, alter, conceal or destroy documents in violation of our Company policy. In addition, you must report to any of the individuals mentioned above if you have any reason to believe that someone has made a misleading, incomplete, or false statement to an accountant, auditor, attorney or government official in connection with any investigation, audit, examination or filing with any government agency or regulatory body.
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To ensure professional handling, all media requests should be directed to the Corporate Communications Department which can be contacted through our public website at ansamcal.com/contact-us/
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All ANSA McAL Group-branded social media accounts (using “ANSA McAL Group” or any ANSA McAL Group business unit, department or product name as part of the account name or URL and/or using the ANSA McAL Group logo or portion of the logo in any way) must be approved in advance. It is against Company policy for any employee to create an ANSA McAL Group social media account outside of the outlined protocol in the ANSA McAL Group Social Media Policy.
Communicating with External Parties ANSA McAL Group employees are not authorized to speak with the media, investors, and analysts on behalf of our Company unless authorized by our Group Corporate Communications Manager. Unless authorized, do not give the impression that you are speaking on behalf of the ANSA McAL Group in any communication that may become public. This includes posts to online forums, social media sites, blogs, chat rooms, and bulletin boards. This policy also applies to comments to journalists about specific matters that relate to our businesses, as well as letters to the editor and endorsements of products or services.
Fraud It is never acceptable to take any part, no matter how small your role, in any activity that involves theft, fraud, embezzlement, extortion or misappropriation of property. Your participation in a fraud occurs any time that you help conceal, alter, falsify or omit information in our records either for your benefit or at the direction of any others. You must refuse to engage in any questionable activities and must follow up any suspicions.
Social Media
Closing Remarks
Social media is of growing importance in the marketplace. It enables us to learn from and share information with our stakeholders, as well as communicate with the public about our Company. In addition to following all Company policies, a general rule to remember when utilizing social media is to think about the effect of statements that you make. Keep in mind that these transmissions are permanent and easily transferable, and can affect our Company’s reputation and relationships with coworkers and customers.
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The ANSA McAL Code of Ethics and Conduct is a summary of our standards intended to drive integrity throughout the Group. Thank you for reading our Code and for your support in protecting our reputation, principles and values.
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