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Disclaimer: Please note the codes in our collection might not necessarily be most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
Employee Responsibilities and Conduct
PERSONNEL BULLETIN NO. 735-1
SUBJECT: Employee Responsibilities and Conduct
Attached and incorporated into this bulletin are rules on "Employee Responsibilities and Conduct," which address subjects different from those included by the Office of Government Ethics (OGE) in its "Standards of Ethical Conduct for Employees of the Executive Branch" (5 CFR Part 2635). Employees must follow the OGE rules as well as this bulletin.
Evelyn M. White
Director of Human Resources Management
Subpart A -- General Provisions.
(a) "Agency" means a constituent Agency of the U. S. Department of Agriculture.
(b) "Agency Head" means the Administrator or Chief of an Agency.
(c) "Department" means the United States Department of Agriculture.
(d) "Mission Area" means those components of the Department that report to an individual Under Secretary of Agriculture or to an individual Assistant Secretary of Agriculture.
Unless otherwise stated, any authority delegated in this Issuance may be redelegated to a level of management that has the experience and/or training to administer the delegation.
735-103 Informing employees.
(a) Within 90 days of publication of this Issuance or subsequent changes to it, Agencies will issue each employee a copy.
(b) Each new employee shall be furnished, at the time of hiring, a copy of this Issuance.
(c) With his/her copy of this issuance, each employee will receive notification where to direct any questions about the issuance.
735-104 Mission Area supplementation.
With prior approval of the office of the Designated Agency Ethics Official, Mission Areas may supplement this Issuance as to substance and procedure. Mission Area supplemental regulations may be more restrictive. Mission Areas shall furnish employees copies of regulations that supplement this Issuance on the same basis employees are furnished copies of this Issuance as required in Section 735-103 (a), (b), and (c).
Subpart B -- Conduct and Responsibilities of Employees
735-201 Prohibited conduct - general.
Employees are prohibited from:
- Engaging in criminal, infamous, dishonest, immoral, or disgraceful conduct, or other conduct prejudicial to the Government;
- Conducting, or participating in, any gambling activity including the operation of a gambling device, conducting a lottery or pool, a game for money or property, or selling or purchasing a numbers slip or ticket while on Government-owned or leased property or while on duty for the Government. This does not preclude activities:
- Necessitated by an employee's law enforcement duties; or
- Under section 7 of Executive Order 12353, permitting solicitations conducted by organizations composed of employees among their own members for organizational support or for the benefit of welfare funds for their members.
- Engaging in teaching, lecturing, or writing, with or without compensation, for the purpose of the preparation of a person or class of persons for an examination of the Office of Personnel Management or Board of Examiners for the Foreign Service that depends on information obtained as a result of the employee's Government employment. This does not preclude such teaching, lecturing, or writing if:
- Prior written authorization is obtained from a Mission Area ethics official;
- Such teaching, lecturing, or writing is not performed at or for any educational institution or other organization that discriminates because of race, creed, color, sex, religion, age, national origin, or physical or mental disability, in the admission or subsequent treatment of students;
- The information upon which the preparation is based has been made available to the general public or will be made available on request; and
- Such preparation is authorized in writing by the Director of the Office of Personnel Management or his or her designees, or by the Director General of the Foreign Service or his or her designees, as applicable.
- Using an intoxicating beverage on Government-owned or leased property (except when authorized by the Office of Operations for the Washington, D.C., complex; or by the Agency Head or designee in field locations owned by the Department; or by the Agency Head or designee in field locations leased by the Department or controlled by the General Services Administration [GSA], upon concurrence by the lessor or the appropriate GSA official); or transporting or using an intoxicating beverage in a Government-owned or leased vehicle;
- Harassing employees by word or action, or knowingly making false accusations against employees;
- Monitoring telephone conversations, recording telephone conversations by device, or authorizing or permitting others under their administrative control to monitor telephone conversations or record telephone conversations by device, except:
- As authorized by the Inspector General or his/her designee, with the prior consent of one party to a telephone conversation and when necessary in a criminal investigation;
- When all parties agree in advance; or
- When supervisors monitor or record telephone-bank or similar operations for the purpose of evaluating performance of employees.
- Utilizing any device to monitor or record nontelephone conversations, except:
- As authorized by the Inspector General or his/her designee with the prior consent of one party to a nontelephone conversation and when necessary in a criminal investigation; or
- When all parties agree in advance.
- Canvassing for sales, or selling, any article (including but not limited to candy or other items for schools or charities; kitchenware or other home furnishings; paper products; cosmetic products; or any other items whatsoever) in person or by distributing or posting literature, advertising matter, or any other graphic matter, in or on Government-owned or leased property, or property occupied by the Department;
- Engaging in coercive or repeated unsolicited and unwelcome verbal comments, gestures, or physical contacts of a sexual nature or by using implicit or explicit coercive sexual behavior in the process of conducting agency business, or to control, influence, or affect the career, salary, or job of an employee;
- Failing to take appropriate action on complaints or proven acts of sexual harassment, if a supervisor or manager who knew or should have known of those acts;
- Displaying discourtesy or disrespect to a coworker, another Federal employee, or a member of the public when acting in an official capacity;
- Failing to wear or use specified safety equipment, or failing to report obvious unsafe conditions, while on official duty; or
- Making threats against other employees or members of the public.
735-202 Foreign gifts.
Pursuant to the Foreign Gifts and Decorations Act, the acceptance by an employee of a gift, present, decoration, or other thing from a foreign government or agent thereof (including an international organization whose membership includes a unit of foreign government or any agent of a foreign government) is subject to the following conditions:
- An employee may not request or otherwise encourage the tender of a decoration or gift (including travel and travel expenses);
- An employee may accept and retain a gift that is tendered and received as a souvenir or a mark of courtesy if the gift has a retail value in the United States, at the time of acceptance, less than an amount established by the U.S. Department of State;
- An employee may accept a gift of more than an amount established by the U.S. Department of State:
- when such gift is in the nature of an educational scholarship or medical treatment; or
- when it appears that to refuse the gift would likely cause offense or embarrassment, or would otherwise adversely affect the foreign relations of the United States; or
- when in the form of travel or expenses for travel entirely outside the United States, provided the employee obtains prior approval for the acceptance of the travel or expenses for travel from the head of the employing Agency or his or her designee; or
- when the employee pays the appraised value of the gift plus the cost of appraisal in accordance with the regulation at 41 CFR Part 101-49;
- The acceptance of a tangible gift of more than the amount determined by the U.S. Department of State ($225) is deemed to have been accepted on behalf of the United States, becomes the property of the United States, and must be deposited by the employee within 60 calendar days with his or her employing Agency's property management officer with a statement showing:
- Name and position of the employee accepting the gift
- Brief description of the gift and the circumstances justifying acceptance;
- Identity, if known, of the foreign government and name and position of the individual who presented the gift;
- Date of acceptance of the gift;
- Estimated value in the United States of the gift at time of acceptance; and
- Disposition and current location of the gift.
- If the employee accepted a gift for travel or travel expenses, the employee must file a statement with his or her employing Agency Head within 30 calendar days after acceptance stating:
- Name and position of the employee accepting the gift;
- Brief description of the gift and the circumstances justifying acceptance; and
- Identity, if known, of the foreign government and name and position of the individual who presented the gift;
- An employee may accept, retain, and wear a foreign decoration if tendered in recognition of active field service or unusually meritorious service and if supported by a statement from the donor, preferably in the form of a citation, which shows the basis for tender of the award. A request from the head of the employing Agency for approval of the acceptance of the decoration will be forwarded to the Administrator of the Foreign Agricultural Service (FAS) or his or her designee for concurrence or disapproval. The request from the employing Agency must contain a recommendation as to whether or not the acceptance, retention, and wearing of the foreign decoration by the employee would be in the best interest of the United States. The Administrator of the FAS shall notify the employing Agency of his or her concurrence or disapproval of the retention of the foreign decoration. Disapproval by the FAS shall constitute acceptance on behalf of the United States, and the decoration shall be deposited by the employee with the Agency's Property Management Officer within 60 calendar days of the acceptance. The Property Management Officer shall report the decoration, as required by the Agriculture Property Management Regulations;
- Violation of the provisions of the Foreign Gifts and Decorations Act, including the failure by an employee to report such a gift, may result in a civil penalty against the employee for the retail value of the gift plus $5,000; and
- The definition of "employee" for purposes of the Foreign Gifts and Decorations Act includes all employees of the Department, experts or consultants under contract with the United States, spouses of all such individuals, and blood and in-law relations who are residents of the employee's household.
735-203 Attendance and leave.
- Employees must observe designated duty hours and be punctual in reporting for work and returning from lunch periods. Tardiness can result in employees being placed in a nonpay status for unauthorized absence (Absence Without Leave [AWOL]) and being subject to discipline or adverse action.
- Employees normally must obtain advance authorization for absence from duty. Approval of leave is a discretionary matter reserved to the supervisor. The taking of leave is not a right afforded to an employee, but is conditioned on the needs of Department service. Where absence from duty results from illness or an emergency, employees are required to notify their supervisor or other appropriate person as soon as possible. When an employee fails to notify properly his or her supervisor, an absence may be charged as unauthorized absence (Absence Without Leave [AWOL]). An employee charged with AWOL may be subject to disciplinary or adverse action.
- Sick leave is administered in accordance with 5 CFR Part 630, Subpart D (including the Federal Employees Family Friendly Leave Act, Public Law 103-388, dated October 22, 1994), and covers a situation in which an employee:
- Receives medical, dental, or optical examination or treatment;
- Is incapacitated for the performance of duties by physical or mental illness, injury, pregnancy, or childbirth;
- Provides care for a family member as a result of physical or mental illness; injury; pregnancy; childbirth; or medical, dental, or optical examination or treatment;
- Makes arrangements necessitated by the death of a family member or attends the funeral of a family member; or
- Would, as determined by the health authorities having jurisdiction or by a health care provider, jeopardize the health of others by his or her presence on the job because of exposure to a communicable disease.
- Family memberincludes the following relatives of the employee:
- Spouse, and parents thereof;
- Children, including adopted children and spouses thereof;
- Brothers and sisters, and spouses thereof; and
- Any individual related by blood or affinity whose close association with the employee is the equivalent of a family relationship.
735-204 Sale of personal property.
- Personal property offered for sale by the Department may be purchased by employees only when the sale of such property is based upon competitive bids.
- Except as provided in paragraph (c) of this section, no purchase of personal property offered for sale by the Department may be made by an employee who:
- was formerly accountable for the property;
- formerly used the property; or
- was in any way connected with its condemnation, declaration as excess, or sale.
- The prohibitions in paragraph (b) of this section do not apply in the following situations:
- Surplus perishable products may be sold to employees at the best price obtainable in quantities not exceeding the needs of their immediate households; and
- Special clothing and other articles or personal equipment purchased for the exclusive use of and fitted to an individual employee may, when not otherwise usable by the Department and in all respects surplus to the needs of the Government, be sold to such employees at the best price obtainable in the event of his or her separation from the Department or permanent assignment to duties not requiring such clothing or equipment.
735-205 Use of government vehicles.
- An employee shall not, unless he or she has been specifically authorized by the Agency: store Government owned or leased motor vehicles at or near his or her private residence or at other unauthorized locations, including, but not limited to, homes of relatives or friends.
- Employees are required to wear seat belts whenever riding -- as operator or as passenger -- in a truck, automobile, or other passenger vehicle in the performance of official duties or while on official time.
- Unless authorized to do so in the performance of official duties, employees are prohibited from using Government owned or leased vehicles to transport firearms or explosives.
735-206 Activities with regard to farm organizations.
- Department employees shall refrain from participating actively in meetings and in other activities concerned with the establishment of general or specialized farm organizations, or with recruiting members for existing organizations such as the National Grange, the American Farm Bureau Federation, the National Farmers Organization, the Farmers Union, the National Association of Conservation Districts, the National Rural Electric Cooperative Association, the National Council of Farmer Cooperatives, and Breed and Commodity Organizations. Department policy is to deal fairly and on the same basis with all such organizations. As a continuation of that policy, Department employees shall not, with respect to any general or specialized farm organization:
- Hold any functional office, including financial or business agent, in the organization;
- Advocate that the organization is better adapted for carrying out the work of this Department than any individual citizen, group of citizens, or organizations;
- Advocate that the responsibilities of any Agency of the Department or any other Federal agency should be carried out through the organization; or
- Advocate or recommend that any State or local agency should carry out its responsibilities through the organization.
- The restrictions set forth in paragraph (a) of this section do not:
- Apply to members of County Committees of the Department;
- Apply to organizations such as cow testing associations and similar groups; or
- Prohibit employees from participating in the organization of groups that are needed in carrying out Federally authorized programs, for example, a National Rural Electric Cooperative Association or similar group determined by the appropriate agency head to be essential in effectuating Federally authorized programs.
735-207 Prohibitions on employees serving abroad.
An employee on foreign assignment may not:
- Violate Department of State regulations governing the post to which he or she is assigned;
- Receive a "profit" from the sale of his or her personal car or other property when such "profit" accrues from import privileges granted him or her by reason of his or her official status. "Profit" for the purposes of this paragraph is as defined in the Department of State regulations or directives governing the post of assignment;
- Engage in political activities in the country of assignment;
- Violate the laws of the country in which he or she is assigned;
- Have an interest in any business enterprise or engage in any profession in any country to which assigned; or
- Speculate in real estate, bonds, stocks or shares (or the equivalent), or currencies of a country to which the employee is assigned or a country for which the employee is responsible.
735-208 Miscellaneous provisions.
- Any money, property, or other thing of value received by or coming into custody of an employee in connection with the discharge of his or her duties must be accounted for, deposited, or otherwise disposed of in accordance with established procedures.
- Employees are required under Section 5.3 of Civil Service Rule V (5 CFR 5.3) to give the Office of Personnel Management (OPM) and its authorized representatives all information and testimony in regard to matters arising under laws, rules, and regulations administered by OPM;
- Employees are obligated to give information they possess to authorized representatives of the Department or Mission Area or Agency when called upon, if the inquiry relates to official matters and the information is obtained in the course of employment or as a result of relationships incident to such employment. This shall include the furnishing of a signed, sworn/affirmed statement. Failure to respond to requests for information or to appear as a witness in an official proceeding may result in consideration of disciplinary action. (Nothing herein shall be deemed to infringe upon an employee's right to invoke the protection of the Fifth Amendment to the Constitution with respect to self-incrimination in a criminal investigation.)
- Mission Area and Agency officials have the authority to transfer, detail, and reassign employees whenever necessary to meet operational needs. Employees have an obligation to accept transfers, details and changes in assignment. Failure to accept a transfer, detail, or reassignment may result in the separation of the employee.
- Employees shall not purchase products or receive services directly or indirectly from persons, firms, or establishments for which employees conduct inspection, grading, or similar regulatory activities without express approval. Each Agency shall establish the approval level and shall advise each employee. Agencies shall utilize the following criteria in granting such approvals:
- Proximity of the employee to other retail outlets;
- The number of retail outlets in the commuting area;
- Whether the outlet is a sole source;
- Whether the firm is selling the item or service at the prevailing price to the general public as well as the employee; and
- Whether the outlet is open to the general public.
Unless employees have specific authorization, they are prohibited from accessing any Department or Federal Government electronic, laser, or magnetic system of storing information, or computer software, not expressly identified for public or general access. This prohibition includes, but is not limited to, computers of all types, floppy diskettes, compact or laser disks, and magnetic tapes. Employees are subject to discipline or adverse action regardless of whether they use, damage, or make alterations to, the stored information.
735-210 Retaliation and reprisal.
No employee may retaliate against another, by word or action: for filing complaints about safety problems; for filing grievances under either the negotiated or administrative grievance systems; for filing complaints of discrimination; for assisting the investigators of the Department, Mission Areas, or Agencies; or for engaging in any other protected activity.
735-211 Reporting misconduct.
Each employee of the Department is required to report actions by other employees that he or she knows, or has a reasonable basis to believe, are violations of law or regulation. A report must be made to any appropriate office or official. Violations include, but are not limited to:
- Fraud, waste, and abuse of Government resources;
- Criminal activity of any kind;
- Violations of Federal personnel rules;
- Sexual harassment; and
- Prohibited personnel practices.
735-212 Miscellaneous statutory provisions.
- The attention of each employee is directed to the following statutory provisions:
- The prohibition against any inspector, deputy inspector, chief inspector, or other officer or employee of the Department authorized to perform any of the duties prescribed by Title 21 United States Code, Chapter 12 ("Meat Inspection"), Subchapter I ("Inspection Requirements; Adulteration and Misbranding"), accepting any money, gift, or other thing of value from any person, firm, or corporation, or officers, agents, or employees thereof, given with intent to influence his official action, or receiving or accepting from any person, firm, or corporation engaged in commerce any gift, money, or other thing of value, given with any purpose or intent whatsoever (violations are felonies to be punished, upon conviction, by summary discharge from office, by fine of not less than $ 1, 000 nor more than $ 10, 000, and by imprisonment for not less than one year nor more than three years) (12 U.S.C. 622). In accordance with a memorandum of understanding between the Secretary of Agriculture and the Attorney General, the following circumstances either have no prosecutive merit and are not required to be reported to the Department of Justice or do not constitute acceptance of a thing of value:
- An exchange of social gifts in an obvious family or personal relationship (such as those between the employee and parents, spouse, children or close personal friends of the employee) when the circumstances make it clear that it is those relationships rather than the business of the other party which are the motivating factors;
- Acceptance of loans from banks or other financial institutions on customary terms to finance proper and usual activities of employees, such as automobile and home mortgage loans;
- Acceptance of unsolicited advertising or promotional material of clearly trivial value, such as: pens, pencils, note pads, calendars, and other things of nominal value (acceptance of gifts, such as meat products, alcoholic beverages, fruit baskets, boxes of candy, wallets, jewelry, and cufflinks is, however, strictly prohibited);
- Exchange of customary social courtesies which are wholly free of any embarrassing or improper implications, and which are of trivial value (e.g., a soft drink or cup of coffee); and
- Acceptance of food and refreshments of nominal value on infrequent occasions when the interest of the Government is served by participation of Department employees in industry-sponsored activities at which a luncheon or dinner may be served, and where the discussion of matters of mutual interest to the Government and industry will take place.
- The prohibition against a person licensed or authorized to perform any official function under the U.S. Grain Standards Act, or employed by the Department to carry out the provisions of the Grain Standards Act, being financially or otherwise interested in an entity owning or operating a grain elevator or warehouse or engaging in the merchandising of grain, or being employed by or accepting gratuities from any such entity (7 U.S.C. 87(a)).
- The prohibition against the unauthorized release of information, as specified in the Packers and Stockyards Act (7 U.S.C. 222).
- The prohibition against the release of information in an employee's possession concerning cotton standards, estimates, tests, and analysis unless authorized by the Secretary (7 U.S.C. 472).
- The prohibitions against the release of information acquired from parties to any marketing agreement and from handlers subject to marketing agreement orders, except as authorized by the Secretary for the purposes of suit or administrative hearings (7 U.S.C. 608d(2)).
- The prohibition against persons administering activities concerned with cotton option contracts and commodity benefits as provided by the Agricultural Adjustment Act, speculating in agricultural commodities or products to which such contracts or benefits apply, or in contracts relating thereto, or in the stock or membership interests of any association or corporation handling such commodities or products (7 U.S.C. 610(g)).
- Limitations on the use or availability of information furnished in connection with marketing agreements and orders (7 U.S.C. 610(i)).
- Restrictions on the availability of information furnished in connection with marketing agreements and orders, and applicable to marketing agreements for anti-hog-cholera serum and hog-cholera virus (7 U.S.C. 855).
- Restrictions on the use and publication of information furnished in connection with the collection of peanut statistics (7 U.S.C. 955).
- Restrictions on the disclosure of information furnished in connection with tile establishment and adjustment of farm marketing quotas except as authorized by the Secretary for the purpose of suit or administrative hearing (7 U.S.C. 1373(c)).
- The prohibition against an officer or employee being the beneficiary of or receiving any fee, commission, or gift for or in connection with any transaction or business under the Consolidated Farm and Rural Development Act other than such salary, fee, or compensation as he or she may receive as an officer or employee. In addition, members of a County Committee are prohibited from making any certification with respect to a loan to purchase any land in which they or any person related to them have any financial interest (7 U.S.C. 1986).
- The prohibition against unauthorized release of information relating to the production and marketing of cotton (7 U.S.C. 2105(c)).
- The prohibition against unauthorized release of information relating to plant variety protection (7 U.S.C. 2426).
- The prohibition against unauthorized release of information relating to the production and marketing of eggs (7 U.S.C. 2706(c)).
- The prohibition against the unauthorized prediction as to cotton prices in a Governmental publication (12 U.S.C. 1141j(d)).
- The prohibition against the making of false statements in connection with activities of the Commodity Credit Corporation or embezzlement or conversion of anything of value belonging or pledged to the Corporation, or conspiring to commit such acts (15 U.S.C. 714m).
- The prohibition against the acceptance of any fee, gift, or other consideration for compromise, adjustment, or cancellation of farm indebtedness (18 U.S.C. 217).
- The prohibition against embezzlement of the money or property of the Federal Crop Insurance Corporation, the Rural Development Administration, or the Farmers Home Administration, and of pledged or intrusted property (18 U.S.C. 657).
- The prohibition against the conversion of property mortgaged or pledged to the Farmers Home Administration, the Rural Development Administration, or the Federal Crop Insurance Corporation with intent to defraud (18 U.S.C. 658).
- The prohibition against making, with intent to defraud, false entries or in participating in any benefit through any transaction in connection with Departmental activities concerned with agricultural loans (18 U.S.C. 1006).
- The prohibition against making false statements or reports, or of willfully overvaluing land, property, or security to influence action in connection with agricultural loans (18 U.S.C. 1014).
- The prohibition against willful disclosure of official information which might influence or affect the market value of crops prior to authorized publication. An employee acquiring, by reason of his or her employment, information as to the market value of agricultural crops, which information is required to be withheld, is prohibited from speculating in such product (18 U.S.C. 1902).
- The prohibition against speculating in agricultural commodities to which the Federal Crop Insurance Act applies or in contracts relating to those commodities, or in the stock or membership interests of corporations or associations handling those commodities, by any person administering the Act (18 U.S.C. 1903).
- The prohibition against the compilation or issuance of false crop reports (18 U.S.C. 2072).
- The prohibition against any person using information to his or her own advantage or improperly revealing information concerning trade secrets acquired under the Poultry Inspection Act (21 U.S.C. 458).
- The prohibition against the use of information obtained in the course of employment to speculate or to aid another in speculating on any commodity exchange (50 U.S.C. App. 2160(f)).
- The prohibition against the knowing possession or the causing to be present of firearms or other dangerous weapons in a Federal facility (a building or part thereof owned or leased by the Federal Government, where Federal employees are regularly present for the purpose of performing their official duties) and a Federal court facility (18 U.S.C. 930).
- The prohibition against willfully using or authorizing the use of a passenger motor vehicle or aircraft owned or leased by the United States Government for other than an official purpose, with mandatory penalty of suspension for at least one month, and when circumstances warrant, for a longer period or summary removal from office (31 U.S.C. 1349(b)).
- The prohibition against any employee who has authority to take, direct others to take, recommend, or approve any personnel action:
- Discriminating on the basis of race, color, religion, sex, age, national origin, handicapping condition, marital status, or political affiliation;
- Soliciting or considering employment recommendations based on factors other than personal knowledge or records of job-related abilities or characteristics;
- Coercing the political activity of any person;
- Deceiving or willfully obstructing any person from competing for employment;
- Influencing any person to withdraw from job competition for the purpose of improving or injuring the prospects of any other person for employment;
- Granting any preference or advantage not authorized by law, rule, or regulation to improve or injure the prospects of any particular person for employment;
- Engaging in nepotism (hiring, promoting, or advancing relatives);
- Taking reprisal for whistleblowing;
- Taking reprisal for the exercise of an appeal right;
- Discriminating based on personal conduct which is not adverse to the performance of the employee, applicant or others; or
- Violating any law, rule or regulation implementing or directly concerning merit system principles (5 U.S.C. 2302(b)).
- The prohibition against any inspector, deputy inspector, chief inspector, or other officer or employee of the Department authorized to perform any of the duties prescribed by Title 21 United States Code, Chapter 12 ("Meat Inspection"), Subchapter I ("Inspection Requirements; Adulteration and Misbranding"), accepting any money, gift, or other thing of value from any person, firm, or corporation, or officers, agents, or employees thereof, given with intent to influence his official action, or receiving or accepting from any person, firm, or corporation engaged in commerce any gift, money, or other thing of value, given with any purpose or intent whatsoever (violations are felonies to be punished, upon conviction, by summary discharge from office, by fine of not less than $ 1, 000 nor more than $ 10, 000, and by imprisonment for not less than one year nor more than three years) (12 U.S.C. 622). In accordance with a memorandum of understanding between the Secretary of Agriculture and the Attorney General, the following circumstances either have no prosecutive merit and are not required to be reported to the Department of Justice or do not constitute acceptance of a thing of value:
- Other statutes applicable to employees are listed by the Office of Government Ethics in the "Standards of Ethical
Conduct for Employees of the Executive Branch" at 5 CFR 2635.902.
Disclaimer: Please note the codes in our collection might not necessarily be the most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
EXELON CORPORATION CODE OF BUSINESS CONDUCT
Our Vision is to become the very best electric and gas company in the United States. To realize our Vision, we must commit ourselves not only to safety, accountability, and continuous improvement, but to the highest ethical standards.
The business prospects of our Company are excellent, and the foundation that we build on is very strong. That foundation comes from the people of Exelon, and from the service that we have provided to our customers, communities and employees. We are regarded as honest and caring, but disciplined, business people who are involved in providing essential services to major urban populations. We can be successful only if we employ an engaged workforce that best serves our diverse communities. And to meet the high standards set by our Company, we must conduct our operations safely and be leaders in developing solutions to our industry's environmental challenges.
Because our business involves services that are central to citizens in their every day lives and necessary for businesses to operate productively in the nation's economy, our operations are closely reviewed by governmental officials at the local, county, state and national level. Likewise, individuals and institutions have invested billions of dollars in our business with the expectation that we will honestly and productively use this capital to profitably operate our company and increase shareholder value.
We will be successful if we operate our Company, employ our people and finance our business in accordance with the highest ethical standards and with the law. We will destroy shareholder value if we do not. Our Exelon Code of Conduct provides the outline of what is expected of all of us to meet our important obligations, and gives us resources to understand these requirements and live up to them.
Please read this Code carefully, and ask your supervisor or the Ethics and Compliance Office if you have any questions. Our Company's success depends on each of us living up to these standards. I commit to you that I will do so. I expect no less from each and every one of you.
John W. Rowe
- Using This Guide
Exelon Ethical Principles
Who Must Follow Exelon Ethical and Legal Standards
Other Codes of Conduct
- CORPORATE CITIZENSHIP AND THE Exelon COMMUNITY
- Fair Treatment and Diversity
Drugs and Alcohol
Workplace Violence and Weapons
Safety and Health
Community Relations, Employee and Corporate Contributions
- WORKING WITH CUSTOMERS AND SUPPLIERS
- Customer Relations
- CONFLICTS OF INTEREST
- Conflict of Interest Generally
Gifts and Gratuities
- PROTECTING COMPANY ASSETS
- Company Assets Generally
Computer and Electronic Information Security
- GOVERNMENT RELATIONS
- Government Business
Political Contributions and Lobbying
- LEGAL AND REGULATORY COMPLIANCE
- Senior Officers
Insider Trading and Stock Tipping
SEC Code of Professional Conduct
Energy Trading Rules
Antitrust and Unfair Competition
Foreign Corrupt Practices
Sales and Marketing Competitive Practices
- CODE OF CONDUCT PROCESSES AND RESOURCES
Certification of Compliance
Reporting and Investigating Violations
The Ethics and Compliance Office
Ethics and Compliance Reporting Line/Compliance Reporting Website
- Violations and Penalties
- Ethical Decision Making
The success of Exelon Corporation, including its subsidiaries (“Exelon” or the“ Company”), is dependent on all of us conducting our activities in accordance with the highest ethical standards and applicable law. This Exelon Code of Business Conduct (“Code”) reflects our core value of integrity and is the statement of our required behavioral standards. The Code may, in some instances, set performance levels or expectations that are more stringent than required by law. They are nonetheless required. Exelon recognizes that such enhanced performance fosters compliance with law and provides a platform for our Company to be successful in the eyes of our customers, employees and investors.
The Code does not cover all situations where questions of ethics may arise. That would be virtually impossible to do. It enables you to identify situations that may raise ethical and legal issues, and is designed to help you learn what to do whenever you have a question or concern about what conduct the Company expects from you. All employees are held accountable for following the Code and it is important that you take the time to read it from cover to cover.
To assist with your understanding, described below is the purpose of each section of the Code.
- The message from the CEO explains the importance of Exelon's commitment to the Company's core value of integrity.
- The Introduction explains the accountability that all employees have for complying with the Company's policies and for raising concerns about possible violations of law or policy.
- The Exelon ethical and legal business standards follow the Introduction. For each standard there is an “Overview,” which generally describes the standard, and the “Main Obligations” which are the core requirements under each standard. In some cases, there are also examples of “Things to Watch Out For,” which are circumstances that should alert you to a potential ethical or legal issue.
- For each standard, there are Exelon policies that provide additional detail. The complete and latest text of the related Exelon policies are found on the Exelon Intranet Website. You should read the policies and talk to your manager to understand how the ethics standards and supporting Company policies apply to your job.
- The Exelon Ethics Principles, stated below, are the framework from which the behavioral standards described in the Code are developed. They are your guideposts for understanding what acting with integrity looks like, in other words, how the Company expects that each employee will, at all times, conduct the Company's business.
- Obey the applicable laws and regulations governing our business conduct.
- Be honest, fair and trustworthy in all your Exelon activities and relationships.
- Foster an atmosphere in which fair employment practices extend to every member of the diverse Exelon community.
- Strive to create a safe workplace and to protect the environment.
- Avoid all conflicts of interest between work and personal affairs.
- Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.
Exelon directors, officers and employees
The Exelon Code applies to all directors, officers, and employees of the Company.
An Exelon subsidiary may supplement this Code, as necessary, with its own implementing policies.
All Exelon businesses must ensure that, either through contractual provisions or certification, others representing Exelon - such as consultants, agents, sales representatives, distributors, vendors, suppliers and independent contractors (“Suppliers”) - agree to follow applicable Exelon ethical and legal standards.
Supervisors and employees must:
- Identify those persons and companies outside Exelon whose activities on behalf of Exelon may involve issues covered by the Exelon Code.
- Require those persons and companies to agree to comply with relevant aspects of the Exelon Code.
- Provide those persons and companies with appropriate education on the requirements imposed.
- Take necessary action, up to and including terminating a contract with anyone representing Exelon, if the person fails to honor his or her agreement to abide by the Exelon Code.
Other Codes of Conduct
Since we operate in a heavily regulated industry, there may be other codes of conduct that apply to specific aspects of our business, for example the Federal Energy Regulatory Commission Standards of Conduct. Please note that all references to the Code in this document, unless otherwise stated, mean this Code of Business Conduct, which applies across Exelon and its subsidiaries.
CORPORATE CITIZENSHIP AND THE EXELON COMMUNITY
Fair Treatment and Diversity
It is Exelon's policy to provide equal employment opportunity and fair treatment for everyone. Whenever and wherever individuals engage in activities on behalf of the Company, they have a right to be free from prohibited discrimination. We will also actively seek to build an inclusive workforce. Our diverse employees are a competitive advantage, enabling us to make more informed business decisions and to better serve our diverse customer base. We are also committed to diversity in regard to our suppliers. Embracing diversity is not simply the right thing to do; it makes good business sense.
- Judge each individual based on qualifications, demonstrated skills and achievements, without regard to race, color, gender, national origin, age, religion, disability, sexual orientation, marital status, veteran status or other classifications protected by law
- Promote an environment of inclusion and diverse ideas where communication is open, direct, honest, and respectful
- Listen and speak with the goal of understanding the value that we each bring, and disagree respectfully, treating each other with dignity
- Encourage free and open discussion and honestly communicate plans, expectations and results
Things to Watch Out For
- The failure to consider qualified diverse candidates in hiring, promotion and other employment decisions
- Making and acting on presumptions about any individual that are based on classifications protected by law
We all have the right to work in an environment that is free from unlawful harassment or intimidation. Verbal or physical conduct by any employee that relates to characteristics protected by law and disrupts another's work performance or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. The Company will conduct a prompt investigation of any reported harassment. Appropriate corrective action will be taken where prohibited harassment has occurred.
- Speak up when a co-worker's conduct makes you or others uncomfortable, and promptly report perceived harassment, when it occurs, to the supervisor, department lead, HR representative, or the Ethics and Compliance Office
- Avoid making or tolerating insults, jokes, slurs, and solicitations or the display of pictures, cartoons or posters that relate to any protected characteristic
- Provide a work environment free of unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature
- If you are a supervisor, take reasonable steps to prevent and detect harassment and respond promptly when an employee reports alleged harassment
Things to Watch Out For
- Comments or jokes with sexual, racial or ethnic innuendo
- An employee who, on repeated occasions, is the subject of allegations of harassment or hostility by employees having the same protected characteristic
Drugs and Alcohol
Exelon is committed to maintaining a work environment that ensures the safety, health and welfare of employees and the public. As explained in detail in our Drug and Alcohol Policy, Exelon requires a drug and alcohol free workplace. Use of controlled dangerous substances and alcohol abuse may adversely impact productivity, workplace and public safety, and may jeopardize the Company's assets.
If you have problems related to alcohol or drugs, you are encouraged to seek confidential assistance from the Employee Assistance Program or other qualified professionals. Employees may contact a program representative at 1-866-872-1666.
- Do not use, possess or be under the influence of drugs or alcohol while on duty, whether or not on Company premises, or while in Company vehicles
- Whether or not on duty, comply with all laws and regulations governing use or possession of alcohol and illegal drugs
- Inform the Company's medical department or a supervisor if, for medical reasons, you are using prescription or non-prescription drugs that may impair alertness or judgment and jeopardize your safety or that of your co-workers
Things to Watch Out For
- Inexplicable abnormal behavior by an employee
- Signs of potentially being under the influence of alcohol, including, slurred speech, red eyes, uneven gait or stumbling, or the smell of alcohol on the person
- Signs of potentially being under the influence of drugs, including dilated pupils, smell of marijuana on the person, extreme mood and behavior swings, or possession of drug paraphernalia
Workplace Violence and Weapons
Exelon is committed to a safe working environment, free of threats, intimidation and physical harm.
- Do not engage in any violent behavior including assaults, fighting, threatening comments, stalking or any other similar behavior which endangers, or threatens the safety of employees, or the public
- Do not possess any deadly or dangerous weapon, explosives or incapacitating devices while on duty or in Company vehicles, whether or not on Company premises, unless specifically authorized by the Chief Nuclear Officer or prior approval is obtained from the Chief Compliance Officer
Things to Watch Out For
- Unusual physical contact with others
- Overreaction to common workplace frustrations
- Comments about plans to hurt another person or persons
Exelon will conduct its operations in a way that preserves and protects the environment, and complies with applicable environmental laws and regulations and other relevant standards to which the Company may voluntarily subscribe. We also promote a corporate culture where competitive initiatives are consistent with environmental stewardship, demonstrating environmental leadership though full compliance, pollution prevention and continuous improvement.
- Comply with all applicable environmental laws, regulations, and voluntary commitments, as a minimum
- Integrate environmental risk analysis into business planning and operations- first, prevent pollution where possible, then reduce environmental impacts and implement cost-effective mitigation measures for environmental impacts that cannot be avoided
- Utilize natural resources more efficiently to reduce environmental impacts and operating costs
- Lead the industry in shaping public policy on strategic environmental issues
- Partner with the communities where we operate to enhance the environment
- Engage stakeholders and consider their environmental expectations in decisionmaking
- Publicly communicate our environmental issues and performance
Safety and Health
Exelon will operate all aspects of its businesses in a manner that protects the safety and health of its employees, contractors, customers and the general public. We will foster a safety culture in which everyone believes that accidents and injuries are preventable and all employees understand their accountability for maintaining a safe and healthful workplace. Our work is never so urgent, nor the schedule so important, that it cannot be performed safely.
- Create a safety culture to achieve an accident and illness-free environment;
- Comply with all applicable health and safety laws and regulations, industry and internal Company standards, as a minimum
- Integrate safety risk analysis into business planning, engineering design, and operating decisions, to develop and implement effective hazard control measures and safety performance improvement
- Promote the value of employee involvement in the prevention of injuries and illnesses -- including every employee's right and obligation to question, stop and correct any unsafe condition or behavior -- and maintain an open and honest dialogue with our employees on health and safety issues and performance
- Continually improve safety performance to become the safest electric and gas utility
Community Relations, Employee and Corporate Contributions
We are committed to being a good corporate citizen and we support and encourage employee involvement in community activities and professional organizations. We are also proud to provide financial support to thousands of charitable and civic organizations in the communities where our employees live and work. However, we must ensure that all contributions of money, property and services are properly authorized and comply with all Company policies and procedures and legal and regulatory requirements. We may not bring pressure on others to contribute to charitable organizations and may not use Company resources to solicit support for charitable causes without appropriate prior approval.
WORKING WITH CUSTOMERS AND SUPPLIERS
Customers purchase from companies that understand -- and sometimes even anticipate -- their needs. We must satisfy fundamental customer needs like quality, reliability, and service, and in a way that is ethical and legal.
- Act in a professional, respectful and empathetic manner when listening and responding to customer inquiries and requests
- Deal fairly with customers by being accurate, consistent and flexible when responding to customer inquiries and requests
- Keep commitments to customers by following up through completion when resolving a customer's inquiry or request and by working to prevent a recurrence
- Work in a safe and responsible manner when on the property of a customer or other third party
- Be mindful of the federal and state rules regarding relationships with affiliated companies as discussed in the section regarding Affiliate Rules
- Accurately and appropriately represent all services in offerings or advertising, marketing and sales efforts
Things to Watch Out For
- Failing to respond promptly and courteously to customer inquiries and requests
- Failing to reasonably restore a customer's or other third party's property when work is completed
- Discriminating against or providing preferential treatment to any customer
Third-party perception of ethical conduct is particularly critical in the case of employees involved in procurement activities, as well as other employees who are in a position to influence procurement decisions or relationships. Employees must comply with Exelon procurement policies and practices during any procurement activity including issuing requisitions, identifying potential suppliers, bidding, negotiating and contracting, awarding bids, sole source procurement, managing purchase orders and contracts and processing invoices.
- Make procurement decisions with integrity and based on criteria that will deliver the best total value to Exelon, such as quality, price, service, reliability, availability, technical excellence and delivery
- Deal with all suppliers professionally, ethically and fairly and avoid the appearance of impropriety; specific restrictions on the exchange of gifts and entertainment are discussed in the section below entitled “Conflicts of Interest”.
- Conduct Exelon business in good faith and resolve disputes quickly and equitably, where possible
Things to Watch Out For
- Sole source procurements without sufficient justification
- Frequent business entertaining with a supplier
CONFLICTS OF INTEREST
Conflicts of Interest Generally
Exelon is committed to making all business decisions objectively and solely on the basis of the best quality, service and price, or other similar competitive factors. A conflict of interest exists whenever the personal interests, activity, investment or association of an Exelon employee are inconsistent with the responsibilities of his or her employment or position. A loss to the Company need not occur for a conflict to exist.
- Avoid any activity, interest or association that could compromise the independent exercise of your judgment in the best interests of the Company
- Act with an understanding that even the appearance of a conflict between personal interests and those of the Company can undermine trust and therefore must also be avoided
- Seek guidance from your manager or the Ethics and Compliance Office whenever there is a question concerning a conflict between your personal interest and the interests of the Company
- Promptly disclose all conflicts to the Ethics and Compliance Office and in your compliance certification
Things to Watch Out For
- An employee or a member of the employee's family receives a personal discount or other similar benefit from an Exelon supplier and the employee is in a position to influence Exelon decisions that impact the supplier
- An employee approves the selection of a family member's or close friend's firm for work, even if the selection results in lower cost to Exelon
- An employee having a material financial interest in an existing or proposed transaction to which the Company is or is likely to become a party
- An employee having a material financial interest in property which the Company is acquiring or likely to acquire (Not applicable to property acquired under the Company's Relocation Policy)
- An employee having a material financial interest in a corporation, partnership or other entity that does business with Exelon or competes with the Company (except for insignificant stock interest in publicly held companies)
Gifts and Gratuities
To maintain unquestioned integrity in our business relationships, we must avoid being placed in an embarrassing position that might make it difficult to carry out our duties impartially.
- Employees, including members of their immediate families, may neither offer or give to, nor request or accept from a customer or any entity with which the Company does business, or is likely to do business a thing of value such as cash, bonuses, fees, commissions, gifts, gratuities, favors, loans, private or personal discounts (“Gifts”)
- Understand that mementos, advertising novelties and souvenirs of a modest value customarily associated with legitimate business relationships, or other gratuities or things of similar value are not considered Gifts and are excluded from these restrictions
- Understand that modest value is not subject to precise definition for all circumstances. In general, if it would appear questionable if printed in a newspaper article, it should not be provided or accepted
- Understand that business entertaining is permitted as described under the heading “Business Entertainment”
- If you receive a Gift of more than modest value you should return it with an explanation regarding Exelon's policy and notify your manager or the Ethics and Compliance Office
- Where it is customary and lawful in some foreign countries for business executives doing business with each other to give or exchange Gifts, respect these customs when appropriate, but only in accordance with U.S. and local laws
If you are unsure whether you may give or accept a Gift, call the Ethics and Compliance Office at 1-866-222-5315 or the Ethics Help Line at 1-800-23-ETHIC.
Business entertainment (e.g., meals and attendance at sporting or theater events) or invitations to business events is a common practice meant to promote good will and establish trust in business relationships. Such exchanges are acceptable if they are infrequent and of modest value.
- Do not accept any business courtesy that might be perceived as a bribe or payoff
- Decline any offers of lavish meals, entertainment or business events
- As a measure of whether a particular meal, entertainment or business event is lavish, employees may only accept offers or invitations if the associated expenses would be reimbursed by Exelon as a reasonable business expense, if not paid for by the third party
- Avoid the offer or acceptance of frequent meals and entertainment from a continuing business Supplier
- Employees may provide third parties with meals, entertainment, refreshments, transportation, lodging or incidental hospitality. Such expenditures, however, must have a valid business purpose, be modest, and be done within the framework of sound business judgment
- Some areas of the Company, such as the Supply organization, may choose to implement stricter standards than the ones stated here
Employees owe a duty of loyalty to the Company and must act in the best interests of the Company's legitimate interests.
- Do not deprive the Company of a business advantage or an opportunity
- Do not take an opportunity discovered through the use of Confidential Information or your position for personal gain or advantage or for the gain or advantage of any third party
- Do not use a Company Asset, Confidential Information or your position for personal gain or advantage or for the gain of advantage of any third party
- Do not compete with the Company
Exelon employees actively offer their time and talents to serve in public office and other positions in the community. Exelon supports the involvement of employees in the service to their communities since these activities are consistent with the Company's strongly held core value of corporate citizenship. Likewise, employees may in some instances take on a second job with another business organization. Employees must ensure, however, that these outside activities do not exploit or conflict with their employment with Exelon or create or result in any conflict or appearance of conflict with the Company's interests.
- Employees should report to their manager any public office or position they hold, disclose the potential for any conflict or appearance of any conflict to interested parties (including the Company), and disqualify themselves from Company decisions affecting their public or political constituency as well as any decisions in their public or political role that affect the Company
- If an employee decides to accept work with another business organization, the employee must ensure that the outside work is strictly separated from and does not interfere with the employee's position at Exelon or his or her loyalty to the Company
- An employee may not accept outside work with a competitor, supplier or other entity likely to do business with the Company unless a waiver is requested and approved in accordance with Code requirements described under the heading “ Waivers.”
Things to Watch Out For
- Doing outside work on Company time or using Company Assets in outside work
- Taking outside work that involves the sale of products or services to Exelon
- Outside employment that interferes with your ability to dedicate the time and effort required to fulfill your responsibilities to Exelon
If you have any questions about whether a public activity or outside work is appropriate, seek guidance from your human resources representative or contact the Ethics and Compliance Office.
ROTECTING COMPANY ASSETS
Company Assets Generally
We are entrusted with valuable Company assets. They consist of all property that the Company owns or uses to achieve business objectives (“Company Assets”). They include: physical assets like land, facilities, vehicles, buildings, equipment and inventory; financial assets like cash, receivables, and investments; intellectual property such as confidential information, patents and trademarks; contract rights, licenses; and computers and information resources.
- Safeguard Company Assets and use them efficiently
- Take reasonable care to prevent unauthorized use, damage, destruction, waste, loss or theft of Company Assets
- Use or authorize the use of any Company Asset only for Company business purposes, regardless of condition or value
- Do not sell, lend, borrow, give away or dispose of Company Assets, except with proper authorization
Things to Watch Out For
- Using more of a Company Asset than is required for the project at hand
- Using any Company Asset or any Exelon business relationship to secure credit or a loan
One of Exelon's most valuable assets is information. Our confidential information assets consist of information or knowledge, regardless of form, that Exelon considers private, that is not common knowledge outside the business or required by law or contract to be maintained as confidential, which might be of use to competitors or harmful to Exelon, if disclosed (“Confidential Information”). It is information or knowledge that an Exelon business develops or pays to have developed and to which Exelon has an exclusive right. Confidential Information that has commercial value to competitors or other entities that want to do business with Exelon is sometimes referred to as “proprietary information” or a “trade secret.” Examples of Confidential Information include information about Exelon facilities; systems; operations; finances; customers; suppliers; employees; business concepts and strategies; investment plans; development or construction plans; and marketing plans.
- Be vigilant to protect our Confidential Information
- Safeguard Confidential Information by marking information accordingly, keeping it secure, and limiting access to those who need to know it in order to do their job
- Do not divulge Confidential Information to persons outside of the Exelon business, except where such disclosure is appropriately authorized by an officer or legally mandated or where such disclosure is done pursuant to a confidentiality agreement
- Do not share Confidential Information gained as a result of employment with Exelon with any individual, firm, or other organization after your employment with Exelon has ended
- Apply these same protections to similar information supplied to us by vendors and customers
Things to Watch Out For
- Failing to be cautious in situations that might result in the inadvertent disclosure of Confidential Information, such as when discussing Confidential Information in public areas like elevators, restaurants, public restrooms, and airplanes or in public education forums like seminars or lectures
- Failing to completely and permanently destroy Confidential Information when discarding it
Further information may be found in Corporate Procedures, Protecting Exelon Information and Information Asset Protection.
Exelon's Records Management Corporate Policy and Procedure (Records Management Policy) provides the guidance required for the identification, management and maintenance of records required to conduct the Company's business, as well as the guidance required to ensure the consistent and documented destruction of such records. Records for purposes of this provision include any documentary material or information created or received in the ordinary course of business, regardless of the specific nature, medium or form, including paper, photograph, microfilm, electronic, digital, audio or other media.
- Maintain, retain and destroy business records in accordance with the Company's Records Management Policy and do not retain applicable records longer than necessary
- Act with an understanding that almost all business records may become subject to public disclosure in the course of litigation or governmental investigations
- Do not discard or destroy business records that might normally be destroyed under the Company's Records Management Policy if those records are (1) relevant to a pending, threatened or reasonably anticipated legal or administrative action against the Company or (2) a regulatory or governmental investigation involving the Company or (3) a Company internal investigation
Things to Watch Out For
- Altering, destroying, mutilating or concealing any record when an official proceeding or internal investigation is underway and the document relates to the subject matter of the proceeding
- Failing to prevent others from destroying records that reasonably relate to an official proceeding or internal investigation
If there is any question as to whether a particular record should be maintained, seek guidance from the Corporate Secretary's Office or the Legal Department as to its destruction.
Computer and Electronic Information Security
Exelon's computer, telecommunications and other electronic information resources are Company Assets. They consist of all of the Company's information technology infrastructure and applications such as computer hardware, software applications, networks, e-mail and voice mail systems. If employees remotely access Exelon systems or access third party systems through Exelon systems, the access also belongs to Exelon (collectively “Computer and Information Resources”).
- Use Computer and Information Resources only for Company business purposes and for the exclusive use of employees and authorized suppliers and their employees
- Incidental personal use of these resources may be permitted so long as the use is reasonable and does not interfere with work responsibilities or expose Exelon to potential liability
- Safeguard the integrity and confidentiality of Computer and Information Resources by protecting passwords, IDs and access only by authorized persons
- Take precautions against intrusion by "viruses" from the Internet or unauthorized software. For more information, refer to the Information Asset Protection Corporate Procedure
- Use Computer and Information Resources responsibly and in accordance with law and the Acceptable Use Corporate Procedure
- Do not access, solicit, or transmit inappropriate messages or materials (e.g., sexually oriented, pornographic, violence or hate related, discriminatory, etc.) utilizing Computer and Information Resources. Such activity may, in certain situations, be illegal and may subject Exelon and the employee involved to civil and criminal sanctions
- Employees should have no expectation of privacy while using Computer and Information Resources. Exelon reserves the right to monitor and restrict access to non-business related Internet sites and to refuse delivery of prohibited electronic messages or materials, as described above
Management is accountable for establishing and maintaining a system of internal controls within an organization. Internal controls are those structures, activities, processes, and systems that help management effectively mitigate the risks to an organization's achievement of objectives. Management is also accountable for the effectiveness of the Company's internal control over financial reporting. Under Section 404 of the Sarbanes Oxley Act, this accountability encompasses ensuring there is clear, complete, fair and accurate reporting of financial and non-financial information pertaining to business transactions.
Management is charged with this accountability on behalf of the organization's stakeholders and is held accountable for this accountability by the Exelon Board of Directors.
- Prepare financial statements in accordance with Generally Accepted Accounting Principles (GAAP) and Exelon accounting procedures
- Maintain a sound system of internal controls that provides reasonable assurance that:
- operations and activities are effective and efficient
- financial and operational accounting and reporting are full, fair, accurate, timely and reliable, and reflect the underlying performance
- authority and accountability to conduct business is delegated in a manner that balances efficient decision-making with protection of Exelon's assets and interests
- adequate segregation of duties exists between authorization, creation, approval, custody, record keeping and reconciliation and
- compliance with Exelon's policies and practices and applicable laws and regulations is promoted, communicated and maintained
Employees are accountable for:
- understanding and complying with the system of controls established and maintained by management in their respective organizations, to achieve the expectations contained in the Company's policy on internal controls
- recording all business transactions, events and conditions accurately and completely
- ensuring that all transactions are properly authorized and approved, recorded and reported in a timely manner and are adequately supported and
- reporting accounting or internal control deficiencies that have the potential to adversely affect the ability of the Company to record, process, or report financial or operations data
Employees are prohibited from:
- falsifying data, information or records with respect to the Company's finances or operations, including those related to, among other things: assets, liabilities, revenues, expenses and earnings; quality, safety and security; environmental performance; plant and equipment; claims; and timekeeping
- accelerating, postponing or otherwise manipulating the accurate and timely recording of assets, liabilities revenues, expenses or earnings
- creating off-book accounts or funds or making any other entry in any other record that intentionally misrepresents, conceals or disguises the true nature of any transaction, event or condition and
- taking any action, either alone or with another employee or a supplier, to improperly influence, coerce, manipulate or mislead any auditor or investigator engaged in the performance of an audit or other review of the Company's transactions, activities or operations, including its financial statements, financial transactions, or accounting or other internal controls.
Exelon is committed to conducting its business with governmental agencies and officials consistent with the highest ethical standards and in compliance with applicable laws, regulations and rules. Exelon is also committed to cooperating with governmental enforcement investigators and law enforcement officials. Employees are free to speak to law enforcement officials in any matter, but are urged to contact the Legal Department whenever they are contacted by such officials regarding matters pertaining to Exelon business.
- Cooperate with governmental agencies and officials in a straightforward manner and exercise the utmost integrity at all times in conducting business with such agencies and officials
- Provide forthright, responsive and timely disclosure of information in connection with the conduct of regulatory proceedings or in connection with responding to regulatory reporting requirements
- Ensure that all responses to reasonable requests or inquiries from governmental agencies are accurate, complete and timely
- Act professionally and with honesty and integrity when appearing before or interacting with government agencies
- Do not interfere with or prevent any other employee or person from providing accurate information to any government official or agency
- Understand and comply with the ethics codes applicable to the passing of benefits to state and federal legislators, their staff and officers or the staff of the executive branch and do not place such representatives in any conflict of interest, either actual or perceived
- Report, in accordance with law, any benefits passed to federal and state officials
Things to Watch Out For
- Giving anything of value to any governmental official
- Passing, on behalf of the Company, any benefit, including entertainment, food and beverage, travel and lodging, honoraria, loans, gifts or other things of value, to a state or federal legislator or executive branch official without obtaining the prior approval of Government Affairs, External Affairs or the Legal Department
- Incorrect or unauthorized cost-charging on government contracts
- Failing to respond in a timely manner to information requests from governmental officials
olitical Contributions and Lobbying
Employees have the right to participate in the political process and to engage in political activities of their own choosing. While involved in personal civic and political affairs, employees must make clear that their views and actions are their own, and not those of Exelon. If you have questions regarding personal political contributions or other personal political activity, seek guidance from the Legal Department, Government Affairs, or the Ethics and Compliance Office.
- Employees may not solicit contributions from other employees for personal political purposes on Company time and may not require other employees, including secretarial or other support staff, to perform tasks in support of an employee's personal political activities
- Employees may use an insignificant amount of Company resources, such as phones, fax machines or office supplies for their personal political purposes, where state law permits
- Employees may make personal political contributions, but will not be reimbursed for such contributions by the Company
Corporate Contributions and Lobbying
Federal law places limits on a corporation's ability to participate fully in the political process, especially by imposing prohibitions on corporations from making contributions of any kind to a candidate, political party, or political committee in connection with a federal election. Some states impose similar restrictions on making corporate contributions and conducting activities to support state or local candidates. Certain limited activities, including political action committees and lobbying, are allowed and should be coordinated by Governmental Affairs. If you have questions regarding corporate contributions or lobbying, seek guidance from the Legal Department, Government Affairs, or the Ethics and Compliance Office.
- Employees who do not have policymaking, managerial, professional or supervisory responsibilities may not ever be solicited for federal political contributions
- Since some states where we operate allow corporations to participate more broadly in the political process than others, decisions with respect to making corporate contributions and conducting activities to support state or local candidates or campaigns should be reviewed in advance with Government Affairs, the Legal Department or the Ethics and Compliance Office
- Certain management level employees at Exelon and its subsidiaries can use Company-connected Political Action Committees (PACs) to participate in political matters, and can be approached at work to contribute to PACs; employee contributions to any Company-connected PAC are strictly voluntary
- Employees should not provide any gift to governmental officials, or contact a government official on behalf of the Company unless they are specifically authorized to do so by Government Affairs and have met any governmental registration or reporting requirements
LEGAL AND REGULATORY COMPLIANCE
In addition to all other provisions of the Code, Exelon's Chief Executive Officer, Chief Financial Officer and other senior officers must adhere to and advocate certain principles in connection with discharging their responsibilities:
- Act honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between their personal (including those of family members) and professional relationships
- Establish an environment in the workplace that promotes honest and ethical behavior
- Make full, fair, accurate, timely and understandable disclosure in reports and documents that the Company or any subsidiary files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company
- Ensure that the internal controls around financial reporting are properly designed and effective in compliance with the Sarbanes-Oxley Act of 2002 and other applicable laws and regulations
- Comply with applicable governmental laws, rules and regulations
- Promote accountability for adherence to the Code, including these provisions, and uniformly administer the Code so as to deter wrongdoing
- Make prompt internal reporting of violations of these requirements to Exelon's Ethics and Compliance Counsel or other legal counsel
In order for these executives to be effective in meeting these principles, all employees must act with the same high regard for fairness, honesty, accuracy and good faith.
Insider Trading or Dealing and Stock Tipping
Exelon is committed to fair and open markets for buying and selling its public securities. Federal law prohibits employees from buying or selling any Company equity or debt security based on material information obtained in the course of employment if the information is not available to the general public (“Inside Information”). Material information is information (whether favorable or unfavorable) that a reasonable investor would consider important in deciding whether to buy, sell or hold a security of the Company. Exelon's policy requires full compliance with applicable laws and avoiding even the appearance of insider trading, insider dealing or tipping.
Insider trading or dealing means buying or selling stock or any securities while in possession of inside information about the Company. Stock tipping means disclosing Inside Information about Exelon or any other company to another person to enable that person to buy or sell stock or other securities on the basis of such information.
Employees with questions should consult with the Corporate Secretary or the Ethics and Compliance Office.
- Never buy, sell or trade the stock or securities of the Company while you have Inside Information about the Company
- Abstain from buying, selling or trading securities of all companies until the Inside Information has been publicly available for at least two full NYSE trading days
- Also abstain from making buy or sell recommendations to anyone else while in possession of Inside Information
- Only disclose Inside Information within the ordinary course of Exelon business and only to those who have a clear need to know
- Members of the Board of Directors, officers and certain designated employees are required to obtain approval from the Office of the Corporate Secretary prior to any purchase or sale of Exelon stock
- Refer to the Buying and Selling Exelon Securities Corporate Procedure
Things to watch out for
- Failing to avoid the appearance that any Exelon employee is trading on inside information by engaging in “short sales” or trade in market options such as puts or calls on Exelon securities
- Using or passing trading tips if there is any reason to believe that the information may have originated from someone with Inside Information
SEC Code of Professional Conduct
The SEC has established a code of professional conduct applicable to attorneys who advise the Company on matters that may relate to the Company's SEC filings. The rules require the Company's attorneys to report up-the-ladder within the Company evidence of wrongdoing by the Company or its Directors, employees or agents. Exelon has adopted a policy to assist its attorneys to understand and comply with the SEC's rules.
The Federal Energy Regulatory Commission and the state utility commissions in New Jersey, Pennsylvania and Illinois have adopted regulations governing the business dealings between utility subsidiaries of Exelon Energy Delivery Company (collectively referred to as “EED”) and its affiliates to ensure that resources and assets of the regulated businesses of the Company are not used to subsidize or give an unfair advantage to other lines of the Company's business. Employees must comply with all of these regulations and similar Tariff provisions applicable to business conducted by the utilities. Some examples of these include: the FERC Standards of Conduct, the Pennsylvania Code of Conduct, the Illinois Affiliate Non-Discrimination Rules and the New Jersey Affiliate Standards Rules.
- EED's transmission operation must function independently from the operations of any of its affiliates
- Employees may not give non-public information regarding EED's market or its transmission and distribution systems to any third parties, including affiliates, on a preferential basis
- Employees may not give preferential treatment regarding EED customer leads or transmission and distribution systems to any seller of electric energy natural gas or energy services, whether an affiliate or a competitor
- EED customer information may be provided to third parties, including affiliates, only with the written consent of the customer
- EED employees may not provide leads, preferences or similar benefits designed to provide a competitive advantage for any competitive business segment of EED or any affiliate
- Costs must be appropriately charged or allocated between the regulated and other business functions of EED and between EED and its affiliates
If you are uncertain about these regulations or have questions regarding their implementation or interpretation, contact the Legal Department for guidance.
Energy Trading Rules
Exelon is committed to lawful and ethical practices in connection with conducting all of the Company's businesses. The Company's electric power and gas supply and trading operations have a special set of rules that must be followed.
- Engage only in transactions with a legitimate business purpose and economic substance and not in transactions intended to artificially boost revenues or volumes or manipulate market prices, market rules or market conditions
- Operate and schedule generating facilities, undertake maintenance, declare outages and commit or otherwise bid supply in a manner that complies with applicable power market rules
- Comply with the rules and reliability requirements of transmission system operators in the dispatch of generation units and scheduling of power transactions
- Disclose accurate and consistent information, in compliance with all applicable rules and requirements, to regulators and market monitors and to the media, including market publications and publishers of surveys and prices
- Prepare and maintain adequate and accurate documentation of all trading transactions
Things to watch out for
- Discussing with other market participants the price or supply of any commodity or other factors that may bear on competition
- Engaging in simultaneous offsetting buy and sell trades or other activities that may artificially affect reported revenues, trading volumes and prices
- Engaging in transactions or scheduling resources that have the appearance of creating market congestion
- Making trades that are not properly and promptly recorded, or are expected in a non-conventional manner (i.e., cell phone versus recorded line)
Antitrust and Unfair Competition
Antitrust laws promote, preserve and protect competition and are a critical part of the environment in which Exelon operates. Violations of competition laws may expose Exelon and individual employees to criminal and or civil liability and associated penalties, including monetary damages, fines and even imprisonment.
Antitrust laws are complex. They generally prohibit joint action that restrains competition, as well as improper unilateral action that either propels one competitor into a monopoly position in the market or seriously threatens to do so. Other aspects of the antitrust laws prohibit certain types of discrimination in pricing and unfair trade practices. Employees who interact with customers, competitors or suppliers and anyone who believes that he or she is dealing with a situation that might have antitrust implications, should consult with the Legal Department or the Ethics and Compliance Office.
Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (“FCPA”) has two main provisions. The anti-bribery provision makes it a crime to promise or give anything of value to foreign governmental or political officials or their agents to obtain or retain business, obtain any improper advantage or otherwise influence their judgment in the performance of official duties.
The FCPA also requires that publicly held companies, like Exelon, maintain accurate books, records and accounts and devise a system of internal accounting controls sufficient to provide reasonable assurance that, among other things, the Company's books and records fairly and accurately reflect business activities and transactions. It is Exelon policy to present financial statements fairly and accurately and in accordance with generally accepted accounting principles.
Sales and Marketing Competitive Practices
While information about our competitors is a valuable asset, federal law and our Code require that we obtain this information legally.
- Do not solicit or accept trade secrets or other competitive information about a competitor that you know to be confidential or proprietary or know to have been obtained through unlawful means
- Do not make misrepresentations in connection with collecting competitive intelligence
- Do not solicit a competitor's or supplier's past or present employees to induce disclosures of proprietary information from them
CODE OF CONDUCT PROCESSES AND RESOURCES
A waiver of any provision of the Code will be made only in exceptional circumstances for substantial cause. Requests for waivers must be submitted to the Corporate General Counsel, or his or her designee, for review and resolution. Any request for a waiver by any Director or Executive Officer must be submitted to the Board of Directors or a Board Committee. All waivers will be reported to the Exelon Ethics and Compliance Council. In addition, any waiver of a provision in the Code for any Director or Executive Officer will be disclosed to stockholders.
Certification of Compliance
Directors and non-represented employees and, in certain instances, independent contractors must complete each year a certification of compliance questionnaire. A completed certification questionnaire is a condition of employment for all nonrepresented employees. Directors will certify compliance with the Code in connection with the completion of their annual questionnaire.
Independent contractors required to complete the questionnaire are those who have access to Confidential Information, as defined in the Code, or those engaged in contract administration activities for Exelon such as verification of services and review and approval of invoices. The certification questionnaire is an acknowledgement of understanding and a self-assessment of Code compliance.
The certification questionnaire is administered on a confidential basis by the Ethics and Compliance Office. Exceptions that identify suspected violations of the law or this Code will be managed in accordance with the provisions stated below in “Reporting and Investigating Violations.”
Reporting and Investigating Violations
Exelon's success in achieving legal and ethical compliance depends on each employee not only conducting his or her responsibilities in accordance with the law and the Code, but also by reporting matters that raise compliance or ethics issues.
Employees must report potential violations of the law or the Code by using one of the resources described in this section. Employees may be disciplined up to and including discharge for the failure to report a Code violation where they have a reasonable basis to know that a violation is occurring or has occurred. Employees who knowingly submit false reports will be subject to disciplinary action. If an employee self-reports wrongdoing, it will be a factor considered by management in connection with any discipline imposed for a violation of the law or the Code.
All reports alleging violations of the law or the Code will be treated confidentially to the extent possible under the circumstances. A prompt, thorough and independent investigation will be conducted of reported concerns. Employees are required to cooperate in any investigation of a compliance or ethics concern. Reported concerns regarding accounting, internal accounting controls or auditing matters will be reported to the Audit Committee of Exelon's Board of Directors.
If an investigation discloses the need for corrective action, Exelon will implement appropriate corrective action to prevent recurrence.
The Ethics and Compliance Office
Because compliance and high standards of ethical behavior are important to the Company, employees must have access to additional guidance from a knowledgeable person when circumstances require. Exelon is committed to providing employees with the resources necessary to help them understand the Code, resolve compliance and ethics questions and report any compliance or ethics concerns. In this regard, Exelon employees have several options.
Managers and supervisors are an initial source of guidance for employees and an appropriate channel for questions or reporting compliance or ethics concerns. Each employee is encouraged to contact his or her manager or supervisor to discuss issues of interpretation or to report concerns with respect to compliance with the law or the Code.
The Ethics and Compliance Office is another avenue for seeking guidance on Code interpretation or reporting concerns. The office reports to the Corporate Secretary and its staff includes an Associate General Counsel accountable for administering the ethics and compliance program. The Ethics and Compliance staff may be reached by phone, e-mail, regular mail, or in person. Contacts may be made anonymously. All contacts will be treated confidentially to the fullest extent possible. Reports to the Ethics and Compliance Office will be handled promptly, thoroughly, fairly, and discreetly.
Other avenues for guidance and reporting concerns in their respective areas are: Human Resources, Legal, Corporate Security, Internal Audit and Environment, Health and Safety.
Exelon employees may also contact the Exelon Help Line at 1-800-23-ETHIC, which is further described below.
Ethics and Compliance Help Line/Compliance Reporting Website
If employees are uncomfortable talking to someone at their location or at the Company regarding Code guidance or a concern, they may call the Exelon Help Line at 1-800- 23-ETHIC. The Help Line is dedicated solely to answering questions concerning the Code and for reporting compliance or ethics concerns related to suspected violations of the law or the Code. Caller ID is not used and no attempt is made to identify the caller. Anonymous callers who wish to follow up on their call will be assigned a confidential case number and will be advised if additional information is required before an effective investigation can occur.
All calls to the Help Line are answered by an independent third-party contractor that maintains the service. The service is multilingual and is available 24 hours a day, seven days a week, 365 days a year. Once the call is complete, a report of the call is forwarded to the Ethics and Compliance Office for review and appropriate follow-up action, as described under the heading “Reporting and Investigating Violations.”
The contractor managing the Help Line may monitor calls for quality assurance purposes. Any quality assurance recordings will not be made available to the Company. The Help Line will communicate with employees about their specific issue or concern, but will not provide confidential information about the investigation to any employee. The Help Line will coordinate all communications with and from employees with Exelon's Ethics and Compliance Office.
Employees may also access the Report an Ethics Concern web link to request a Code interpretation or report a concern. The Report an Ethics Concern link can be accessed through the Exelon intranet website by selecting the link “Report an Ethics Concern” or by entering: www.compliance-helpline.com.
The Help Line and the Report an Ethics Concern web link are valuable resources and are made available to employees to request advice or report compliance or ethics concerns related to the Code. Employees are encouraged to use them.
Any individual may in good faith report a concern regarding the conduct of another person or cooperate in any investigation regarding a suspected violation of the law or the Code without fear of reprisal, harassment, discrimination or retaliation of any kind. Any form of reprisal against an individual because the individual raised a matter of conduct or cooperated in an investigation is contrary to our culture and values -- and it will not be tolerated. A person who engages in any act of retaliation will be disciplined, up to and including termination.
VIOLATIONS AND PENALTIES
Exelon considers this Code of Business Conduct to be of the utmost importance. Accordingly, it will be appropriately enforced at all levels. Violations of this Code will not be tolerated.
Discipline may be taken against any employee who:
- Authorizes or participates in actions which violate the law or this Code
- Fails to report a Code violation where there is a reasonable basis to know that a violation is occurring or has occurred
- Fails to cooperate with an investigation or intentionally conceals information or otherwise intentionally obstructs an investigation concerning a suspected violation of the law or the Code
- Retaliates or discriminates in any way against anyone who in good faith reports a suspected violation of the law or the Code by another person
- Retaliates or discriminates in any way against anyone who cooperates in any investigation of any such suspected violation or
- Fails to complete or falsely completes a certification of compliance questionnaire
Discipline may include, but is not limited to, a reprimand, performance improvement plans, temporary suspension, demotion, financial sanctions, reimbursement for Exelon's losses or damages, and termination. The Company may as appropriate refer matters involving wrongdoing under the Code to law enforcement for criminal prosecution.
Ethical Decision Making
One of the primary goals of the Code is to enable employees to make ethical business decisions. The Code establishes a set of common expectations for behavior in areas that are vital to the Company's reputation and that pose ethical or legal concerns.
Employees may find it helpful to ask the following questions before taking action in specific situations:
- Is your action honest in every respect?
- Will your action comply with the intent and purpose of the Code?
- Does it conform to Exelon's policy?
- Could you defend your action in front of supervisors, fellow employees, the general public and your family?
- Do you feel comfortable taking the action?
In judging the appropriateness of any action, employees should be able to answer yes to each of these questions. If you are still unsure or uncomfortable with your course of action, please seek assistance.
The Company relies on the personal judgment and thoughtful behavior of each employee in conducting Company business. Ultimately, employees are personally accountable for their decisions and should discuss ethical questions with a supervisor, manager, or any of the other resources identified in this Code, or call the Ethics and Compliance Office Help Line at 1-800-23-ETHIC. Employees who feel uncomfortable discussing ethical questions with a supervisor or manager are encouraged to contact the Ethics and Compliance Office or call the Help Line at 1-800-23-ETHIC.
Each employee is accountable for understanding and complying with the Code and compliance is a condition of employment. Managers have the additional accountability to create an environment that encourages ethical conduct and a commitment to compliance with the law.
- Managers, in collaboration with the Ethics and Compliance Office, are accountable for the following
- Knowing and communicating the laws and regulations that affect their respective areas of operation
- Assessing the potential for unethical or illegal conduct in their respective areas of operation and taking action to mitigate it
- Supporting a system for reporting concerns about ethics and unsafe conduct that protects employee confidentiality and anonymity to the fullest extent possible and ensures there is no retaliation against any employee for reporting a concern in good faith
- Monitoring and documenting compliance with the Corporate Compliance Program and
- Consistently administering disciplinary action regarding ethical misconduct and violations of the Code
- Each of us is accountable for following the law, complying with Exelon and business unit policies and procedures, and striving to live up to our own values as well as those of Exelon
Committing an illegal or unethical act as an Exelon employee, agent, or supplier is never justifiable.
Each employee must conduct his or her business for the Company in accordance with this Code of Conduct. All of our stakeholders, including employees, customers, regulators, investors and suppliers, expect it, and our success depends on it.
Disclaimer: Please note the codes in our collection might not necessarily be the most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
Code of Conduct
At Merck, our values and standards have always formed the basis of our success. They inspire trust and confidence on the part of the medical community, government officials, regulatory agencies, financial markets, our customers and patients all of whom are essential to our success. Even more important, these values inspire the trust and confidence of Merck employees- creating a sense of pride and a desire in each of us to achieve great things at Merck.Yes, we care a lot about the results we achieve. But we care just as much about how we achieve them.
The comment by George W. Merck in 1950 that "Medicine is for the people" embodies our values and our aspirations. But sometimes it's not clear what this means in our day-to-day activities and decision-making as members of the Merck community. This booklet illustrates how our values are applied through standards of conduct with each of our key stakeholders: customers, employees, shareholders, suppliers and communities.
This Code of Conduct and all relevant corporate policies apply to everyone who conducts business on behalf of Merck-including employees, executive officers (e.g., chief executive officer, chief financial officer, controller, etc.), members of the Board of Directors, agents,consultants, contract labor, or others, when handling Merck matters. Should exceptional employee situations warrant a waiver of the Company's standards any such waiver must be handled by a manager with the appropriate authority. Executive officers or members of the Board of Directors may be granted waivers only by the Board of Directors or a Board Committee. Any such waiver must itself be legal and promptly disclosed to our shareholders.
Each of us is responsible for adhering to the values and standards set forth in this Code and for raising questions if we are uncertain as to whether or not the standards are being met. Violations of the Code may result in a variety of corrective actions, and in some cases, may result in disciplinary action up to and including termination of employment.
We believe that all of our stakeholders are entitled to know about our business practices. The Our Values and Standards booklet is available to the public and cam be accessed via our Web site at: www.Merck.com.
Our business is preserving and improving human life and animal hearth. All of our clients must be measured by our success in achieving this goal. Above all, we value our ability to serve patients who can benefit from the appropriate use of our products and services. We are dedicated to providing the highest level of professional excellence and health delivery systems. We strive to identify the most critical needs of health care professional and consumers, and we devote our resources to meeting those needs.
We believe in developing mutually beneficial relationships with our supplies. We recognize that they are important partners in our success, and we treat them with honesty, fairness and respect. We also expect that they will conduct business activities for or on behalf of the Company in accordance with business standards and values that align with our own.
Our Community and Society
Being a good corporate citizen means that we comply with all applicable laws, rules and regulations. Also we serve our society, from the local communities in which we operate to the national and international levels, by supporting programs that advance knowledge and education and improve health care. In addition to these priorities, we support programs to protect the environment; promote art and cultural activities; and foster civic institutions.
Our Fellow Employees
Our ability to succeed depends on the integrity, knowledge, imagination, skill, diversity, flexibility and teamwork of Merck employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork- a working environment that rewards commitment and performance and seeks to be responsive to the needs of employees.
We seek to provide a workplace atmosphere that attracts highly talented people and helps them achieve their full potential. Each of us is responsible for creating a climate of trust and respect, and for promoting a productive work environment. These responsibilities are embodied in out leadership principles:
- Know and develop yourself
- Know and develop our business
- Know,support and develop our people
We recognize that our ability to meet our goals depends on maintaining financial reform that encourages investment in leading-edge research and development.This in turn enables us to deliver effective products and innovative services. We strive to provide honest, accurate and timely information to our shareholders about our performance and to make clear disclosures in all public reports and communications.
No guidelines, no matter how detailed, can possibly anticipate all of the challenges we may face on the job. That is why there are additional resources we can use when we have questions about business conduct.
This booklet serves as a guide to our standards, including frequently asked questions, and is not intended to be an exhaustive description of the Company's policies and standards. Throughout this booklet you will find responses to real questions that Merck employees have raised. Supplementary information on a number of issues maybe found by referring to the relevant corporate policies, which you will find referenced throughout these guidelines. These policies may be accessed via the Intranet or you may contact the Human Resources Department.
If your questions are not fully addressed by these resources, your next step should be to discuss your questions with your manager. Other resources are also available-including specialists in the Legal, Finance, Corporate Audit, Human Resources Departments, the Office of Ethics and the Advice Line. You can use any of these resources when you need clarification of policies,assistance in dealing with "gray areas," or when you are concerned about possible violations of our standards, laws or regulations.
Q:Many of the topics don't seems to apply to me. Why should I be concerned with this booklet?
A:As a Company-wide, document, some sections and topics may be more relevant to certain functions or departments than to others. However, it maybe helpful to be aware of how business is conducted in different areas of the Company.
Q:Why does Merck have one standards booklet? Why don't we have regional booklets that address issues that are more relevant to particular locations?
A: Our values and standards are universal. We strive to do business by embracing the same high ethical standards wherever we operate. At the same time we recognize that the actual application of these standards as well as laws and regulations may vary by location. The Company has provided resources to help address the specific issues within a particular region. In addition to Company-wide resources like the Office of Ethics and Advice Line, you can also turn to your manager, human resources representative, divisional lawyer, your regional finance director and other members of your divisional compliance committee.
Relationships with Our Customers
Product and Service Quality
We are committed to meeting or exceeding customer and regulatory requirements regarding the research, development, manufacturing and marketing of our products. Quality means consistently satisfying requirements and expectations by delivering products and services of the highest value in a timely manner. Our customers include patients, health care professionals, health care organizations, government agencies, wholesalers and distributors.
Quality improvement in all areas of our business, fro product research in our laboratories to patient use of our products and services, is imperative in providing innovative products and services that improve the quality of life. The achievement of our quality goals and objectives depends on our ability to listen to and respect customer needs in every business activity.
Q: We are behind schedule and under a great d al of pressure. May we modify a few manufacturing steps to speed up production?
A: Probably Not. While we strive to streamline manufacturing processes to make them as efficient as possible, we must always go through proper channels to receive approval to modify existing manufacturing procedures. Some steps may be required by government regulatory agencies. Others may be required to meet our own quality standards. I, is possible that while the steps seem unnecessary, they could serve a critical quality function. If you have further questions-or to make suggestions as to how a process might be improved-consult with your manager or the head of Quality Operations a your site before taking any action.
Lives depend not only on the quality of our product, and services, but also on the quality of the information e provide to the medical community and general public. Information furnished to our customers about our products and services, including availability and delivery, must be useful, accurate, supported by scientific evidence where relevant, and presented honestly, fairly and by proper means. This means that promotional communication that include a description of uses or dosage recommendations must also include (unless otherwise required by law r regulation) a summary of side effects, precautions, warnings and contraindications, as well as effectiveness for the described indicated uses. Lives depend not only on the quality of our product, and services, but also on the quality of the information e provide to the medical community and general public. Information furnished to our customers about our products and services, including availability and delivery, must be useful, accurate, supported by scientific evidence where relevant, and presented honestly, fairly and by proper means. This means that promotional communication that include a description of uses or dosage recommendations must also include (unless otherwise required by law or regulation) a summary of side effects, precautions, warnings and contraindications, as well as effectiveness for the described indicated uses.
We do not communicate publicly with the intent of promoting products for use before the product is approved for such use. This does not, however, restrict a full and proper exchange of scientific information concerning a product, including dissemination of research findings in scientific and other communications media.
Q: I am a sales representative and I know that I'm not supposed to encourage or promote any use of our products that is inconsistent with product labeling. But if a physician starts asking questions about such use, may I refer him to studies and to other doctors who are also prescribing such use?
A: Generally, Merck sales representatives must not provide directly to physicians information that is inconsistent with that contained in the product label. You should advise the physician that Merck does not recommend use of the product for purposes other than those specified in the product label. However, if the physician desires additional information on this topic, you can refer his request to our Medical Services Department. This Department is authorized, under certain limited circumstances, to provide such information directly to physicians.
Q: How should we handle requests for samples that seem inappropriate, (e.g., ZOCOR ® requested by an orthopedist)?
A: If you have a reason to believe that the physician's use of samples is inappropriate under Company policy, you are encouraged to clarify the reason for the physician's request. If you determine that the request is inappropriate (e.g., the samples will not be used by the physician with his or her patients to evaluate the product in actual practice) you may not provide the samples. Inappropriate use of pharmaceutical samples violates Company policy and may be illegal. You should clarify the Company's sample policy for the physician and communicate the physician's request to your manager for further investigation.
Clinical trials determine the safety and efficacy of our products in people who volunteer to participate in our studies. It is, therefore, crucial that we conduct these trials with the utmost regard for the health and safety of participants while furthering the interests of science and society. Detailed standards and guidelines are available concerning clinical trials and product protocols.
Q: I'm in sales and marketing, and a physician has asked us if he can use our samples to conduct a small clinical trial with a group of patients. Is this acceptable?
A: No. Samples are not used for clinical trials. Detailed standards and guidelines are available concerning clinical trials and protocols. While the Company typically does provide product to study sites in accordance with the clinical trial protocol in Company-sponsored trials, this product is generally supplied via the Merck group managing the study (e.g., MRL, CDP or CDSP) and not via the sale and marketing area. You may contact the Medical Department or your area compliance committee for additional information.
Post-Marketing Clinical Trials
Post-marketing clinical trials help us learn more about the safety and efficacy of our products. They provide important information to practicing physicians, third-party payers, and key decision-makers to foster appropriate use of Merck products.
Q: A physician has advised me that a competitor is providing him with a payment for each prescription he writes for their products. Is it acceptable for me to do so?
A: No, this is not an acceptable practice. However, what may be happening is that the doctor is participating in a bona fide post-marketing clinical study. In that case, it may be appropriate to compensate the physician for his additional workload while participating in the study, but this is unrelated to the prescriptions that the physician writes.
Q: I believe I might be able to convince a key physician customer to switch from a competitor's product to prescribing one of our products if I encourage him to conduct an "observational study" to gain experience with our product. Is this an acceptable practice?
A: No. Observational programs involving Merck products may not be used for the purpose of inducing physicians to switch patients to Merck products, or maintaining patients on prescriptions of Merck products. Similarly, observational programs may not be used if they would create the appearance of doing so. Observational programs may be used only to obtain data that will help Merck and physicians improve patient care through direct observation of product use in a clinical setting. There must be a contract with the physician and written protocols that identify the need for the data and that detail how program results will be used.
Gifts and Hospitality
We believe in competing on the merits of our products and services and wish to avoid even the appearance of improper conduct with our customers. The giving of gifts whether in cash or non-cash, including services, to customers is prohibited unless it complies with the specific exceptions described below. We recognize that in certain cultures there may be an occasion when gift-giving is customary and expected. Decisions about these situations must be carefully weighed, and prior written approval must be obtained from your manager before proceeding.
To Physician Customers: Because we wish to safeguard the public's confidence in physicians to make decisions solely on the basis of patient health, we do not provide gifts or other incentives to our physician customers. As part of informing physicians about our products, we may provide occasional educational and practice-related items, as long as they are of nominal value and medically relevant (e.g., medical textbooks and other items that serve a genuine educational function). Additionally, promotional items of nominal value are also permissible (e.g., pens, notepads, calendars, etc.), provided that they are related to a physician's practice. Remember that some localities have more restrictive policies based on local laws or industry codes regarding gifts to physicians. Please consult your local/regional lawyer for additional guidance.
Q: I have been invited to the wedding of an important customer. In my culture, it is expected that guests will bring cash gifts to the wedding. What should I do? Are non-cash gifts acceptable?
A: Cash and non-cash gifts are prohibited. You should consult with your manager if you believe an exception to our Company policy is warranted .
Q: The chief cardiologist at a major hospital has requested a donation of equipment for the hospital has new cardiac-care unit. Would such a donations be a violation of our business standards?
A: It may be appropriate and desirable for the Company to make a contribution to improve the quality of local health care facilities. However, this question must be considered with regard to the following:
- Would the donation conflict with local laws?
- Who will be the ultimate beneficiary of the donation? the physician? the hospital?
- Is the recipient a government institution or an individual employed by the government?
- Is the cardiologist or the recipient in a position to influence the Company's business? For example, is the hospital considering adding a Merck product to its formulary? Would the donation affect or be perceived to affect the decision-making process?
Consult your manager to explore whether and how such a donation may be made in your region.
To other Health Care Customers: In addition to physicians, we also interact with other important customers, including wholesalers and distributors. With respect to these customers, only business related items of nominal value are permissible. Gift giving to these customers must comply with local laws, Company policies, and relevant industry codes.
Q: One of my customers is a very close friend and we regularly exchange valuable gifts during the gift-giving season. Is it all right for me to continue this practice?
A: The Company does not discourage friendships with business partners but does require discretion and good judgment in such situations. In some situations, the gift may be appropriate if the gift is "personal," is not paid for by Merck, and the exchange of gifts would not be perceived as a conflict of interest. You must disclose the relationship to your manager. Your manager will assess the situation and determine how to manage any potential conflict of interest in a manner consistent with the conflict of interest policy. It may become necessary to assign the customer to another Company employee.
(While the receipt of gifts may be more common in the context of supplier relationships, these guidelines are included here for ease of reference and convenience.) As a common business courtesy, we may receive occasional gifts, provided that:
- The gift is of nominal value (e.g., pens, notepads, calendars, etc.);
- Doing so is legal; and
- The gift is neither intended nor likely to be perceived by others to improperly influence our business decisions.
Occasionally, there may be times when refusing a gift would be impractical or embarrassing. In those rare instances where the gift is of substantial value, accept the gift on behalf of the Company, report it to your manager, and turn the gift over to your local/regional finance director, who will handle its disposition.
Q: In my region, it is both typical and expected for suppliers to provide their clients with fairly expensive gifts. Because of this custom, it is difficult to discourage our suppliers from providing us with these gifts.
A: If suppliers offer expensive gifts regularly, you should politely advise these suppliers that Company standards do not permit Merck employees to accept these gifts. Department managers should look for opportunities to notify suppliers of these standards before problems arise (e.g., prior to a holiday gift giving period). You may wish to contact all suppliers to explain the Company's standards and send a copy of the Our Values and Standards booklet. If you have questions or concerns, you should consult your manager or the Office of Ethics.
Q: I recently attended a business conference at Merck's expense, where my name was automatically entered into a raffle, along with all other attendees' names. I won a trip to the Caribbean. Can I keep the prize?
A: Employees may be able to keep prizes from raffles provided that:
- A Merck supplier or customer is not a sponsor of the raffle (i.e., it is sponsored by a professional or trade association); and,
- The employee is not placed under any obligation for having entered or won the raffle (e. g., an obligation to use a specific company's services, to provide the sponsoring company with the employee's business attention).
You should speak with your manager, who will help you decide what would be the best course of action in this instance.
Providing and Accepting Meals and Other Hospitality
We may provide or accept occasional meals or hospitality, provided that it is:
- In the course of a bona fide business relationship ;
- An accompaniment to an educational or business event/function;
- Consistent with Company policies and procedures;
- Not likely to be perceived as an attempt to improperly influence business decisions; and
- Not embarrassing to the Company if it were to receive public scrutiny;
Q: It is customary in my country to take a physician to a restaurant to discuss our products. Is this acceptable under the policy?
A: The preferred location for discussing Merck pr ducts is in the physician's office, or in a hospital or other clinical setting. In certain instances, it may be appropriate to have a product discussion outside of such settings. If you feel that such an exception is warranted, you must first obtain the prior approval of your manager and such approval should specify the special circumstances that exist so that appropriate control and oversight procedures can be employed.
Q: A potential supplier has invited me to attend a professional sporting event with him. May ! attend?
A: If the sporting event is appropriate and not excessive, and the supplier will be attending with you and thus, available to discuss business, then it may be acceptable to attend. It is important, however, that accepting an invitation is neither intended nor likely to be perceived as an attempt to improperly influence a business decision. As an example,
- Occasional unsolicited tickets to regular season sporting events would be acceptable;
- Playoffs, quarterfinals and semifinals require more scrutiny; and
- Tickets to finals or championship events (e.g., the World Cup, Olympics and Wimbledon) would be considered excessive.
Invitations to Conferences/Symposia
We are committed to conducting and participating in educational programs that share medical and scientific information. We recognize the importance of ensuring that these activities are undertaken in an appropriate an professional manner, with the ultimate goal of improving patient care. However, our standards do not necessarily take into account all local legal requirements. Where more restrictive local laws exist, those take precedence.
Our purpose in supporting scientific/educational meetings is to improve patient care. Accordingly, the meeting agenda must be appropriate for participants and support the meeting's scientific purpose. The location should be selected on the basis of participant travel convenience, cost arid appropriateness for the type of meeting and audience . Sponsorship decisions must comply with local laws, local/ regional Company policies and guidance documents, and industry codes; we must also consider whether or no any of the participants are government employees or officials.
We do not fund travel for spouses or companions of attendees.
Q: We are funding the travel expenses of an important opinion leader who is speaking at a Merck-sponsored conference. She would like to bring her spouse, at her own expense. Is this permitted?
A: A spouse or companion may travel to a conference provided that it is not at the Company's expense. This means that any travel, lodging, meals an costs associated with the spouse's presence are not borne by the Company. However, it is inconsistent with the purposes of these events to allow spouses or companions to attend sessions or meetings where official business is discussed.
Q: Can we honor a physician's request to issue two economy-class tickets in place of one business class ticket to attend a conference?
A: No, this may not be done. An invitation is extended to the physician, and the Company will only cover expenses directly associated with the invitee's attendance.
Q: Can we pay the travel expenses for a physician involved in the approval process for new drugs to attend a meeting?
A: The laws and regulations governing such activities are complex and will vary depending on a variety of factors, including:
- Is the physician a government employee?
- Is the physician a decision-maker in the regulatory approval process?
- Is a Merck product registration pending or anticipated?
- Is there a perception of inappropriate influence?
Generally, the answer would be no, but there may be situations that are permissible. If you believe there are circumstances that justify an exception consult your manager and the Legal Department.
Q: From time to time, physicians whom Merck invites to symposia do not show up or do not participate as fully in the events as they are expected to do.How should/ handle these situations?
A: Upon inviting a physician to a symposium, you should discuss Merck's expectations regarding participation in particular events. If a physician's attendance becomes a problem, you should first discuss the event's value with the physician to ensure that he or she realizes what they are missing by not fully attending the event. Remember, however, that we cannot control the participation of physicians at such events. If the physician's attendance continues to be a problem, you should discuss the matter with your manager to determine whether the physician should be invited to future events
We believe that customers and society as a whole benefit from fair, free and open markets. Therefore, we compete on the merits of our products and services and do not make agreements with competitors to "fix" prices or to otherwise restrain trade. Our principles of fair competition require that:
- We do not share or exchange price or bid information with competitors. This includes pricing policies, discounts, promotions, royalties, warranties and terms and conditions of sale. If a competitor volunteers such information, whether in a trade association meeting or in a physician's waiting room, we should terminate the conversation immediately and bring the situation to the attention of the Legal Department. While the exchange may be intended innocently, it could create the appearance of price-fixing or bid-rigging.
- We compete aggressively in every market for eve customer. We make no agreements-or general understandings-with competitors concerning customer distributors or territories.
- We do not mischaracterized or distort the product or services of a competitor.
Our standards of fair competition are also a matter in virtually every country in which we operate, and there are additional legal requirements with which we must comply. Every manager must ensure that employees involved in marketing, sales and purchasing are aware of the letter and spirit of our standards and the applicable competition laws.
Q: I am attending a trade association meeting a several members are discussing pricing strategy What should I do?
A: If issues such as pricing strategy are discussed among competitors, there is the possibility that price-fixing or collusion could occur or be perceived to have occurred. Many countries prohibit the discussing pricing among competitors for this reason. If you yourself in this situation, you must excuse your from the meeting immediately. Promptly advise Legal Department of what you have observed.
Gathering Competitive Information
We compete fairly and honestly. We do not gather information through misrepresentation, theft, invasion of privacy or coercion.
You can obtain information about competitors from such acceptable sources as customers, consultants and even competitors themselves under appropriate circumstances. For example, you can gather information on competitors (i) from the news and other public resources, such as financial statements filed with the relevant regulatory bodies, examining our competitors' products and publicly available marketing materials, (iii) from competitors' customers (unless they are prohibited from disclosing the competitors' information), or (iv) from competitors` displays at conferences and trade shows.
- You should not encourage Merck employees who previously worked for our customers or competitors to breach a contract or non-disclosure obligation respect to a competitor's nonpublic information. Since it is difficult to know exactly what non-disclosure obligations may have been agreed to, we strongly discourage practice of asking Merck employees who previously worked for a competitor to provide information about their former employer.
- You should not permit Merck employees, such as subordinates or marketing consultants, to misrepresent themselves or their work in gathering competitive information. The Merck relationship should be disclosed if it is reasonable to assume that the source would not be likely to share such information, had he or she known of the Merck relationship.
- You should not receive pricing or other sensitive information directly from a competitor.
Additional rules regarding information-gathering may apply to government bids. Please contact your manager or the Legal Department for more information.
Q: We have just hired an employee from a competitor. How much information is he allowed to volunteer about his former employer?
A: We must not allow the employee to volunteer, nor should we ask for, any proprietary or confidential information about his former employer. Ask yourself if you would be comfortable if a former Merck employee shared such information with a competitor. Additionally, there are legal implications relating to the disclosure of confidential information of other companies. For further clarification, consult your manager or the Legal Department.
Q: A long-time customer, who is also a friend, recently told me about the release date of a competitor's newest drug, which is not yet public information. Can I communicate this information to others in my district? What if I knew the information was obtained by the physician from a consultant's meeting?
A: If you know, or it is apparent from the circumstances, that the information being volunteered by the customer has been provided to them on a confidential basis, such as during a consultants' meeting, you should discontinue discussion of the subject with the customer. You may not communicate the information to others in your district, but should bring the conversation to the attention of your manager who will discuss it with the Legal Department, as necessary. If it is public information, there is no problem in discussing it openly in a manner consistent with all applicable policy regarding product discussions.
Relationships with Fellow Employees
Our Work Environment
We seek to provide a work environment that will at and retain highly talented people and help them ac their full potential. Each of us is responsible for create climate of trust and respect, and for promoting a productive work environment. These responsibilities described in our Leadership Principles, serve as the foundation for all our human resources practices and processes. The Leadership Principles sp specific behaviors that are expected of us.
We encourage open communication by being receptive to the ideas and concerns of others, and we offer and feedback constructively.
We respect the privacy and dignity of our fellow employees and safeguard the confidentiality of employee records The Company collects and retains personal information needed to support functions such as benefits, compensation and payroll, as well as for other purposes as required We will protect private employee information and u only for legitimate business purposes, in accordance with all relevant laws.
The privacy of employee communications, including and Intranet/internet usage, is subject to the Company's appropriate business and operating needs, as well a local laws. We have the responsibility to monitor Co owned technology used for e-mail, Internet, and other communications and to investigate inappropriate us accordance with local laws.
Q: Does the Company actively monitor Internet or our e-mail? If so, under what circumstances?
A: The Company accesses its communications systems for a variety of business reasons. For example Company operations and network staff may e-mail in the course of normal system maintenance network administration or problem resolution addition, management may authorize the monitoring of e-mail usage to investigate inappropriate theft of Merck intellectual property or for other business purposes in accordance with local laws. Depending upon the circumstances, this may the reading or disclosure of e-mail messages. Similarly, as part of standard computer system administration, the Company maintains logs Internet usage activity which authorized person may use to investigate performance concerns, security incidents (e.g., network/system intrusion, inappropriate use or virus attacks) or for other business purposes.
Q: We traditionally post employee birthdays on the office bulletin board. Is this okay?
A: By posting employee birthdays, you are divulging personal information that some employees may not want known. Before adding an employee's private information to the list you should obtain their permission.
Q: Can the Office of Ethics provide advice on how to handle difficult situations with colleagues?
A: The Office of Ethics can provide advice in a confidential environment and recommend language to handle difficult situations with colleagues. If you feel comfortable doing so, you may also discuss the situation with your manager or with the Human Resources Department.
To meet our long-term growth and efficiency requirements, we must build an organization that responds quickly to change, and one in which all employees can achieve their full potential. Differences in backgrounds, experiences, perspectives and talents are a fundamental strength of our global Company.
We treat each individual fairly, and recruit, select, train and pay based on merit, experience and other work-related criteria. For further information, contact your Human Resources representative or the Corporate Human Resources Diversity Department.
Q: Is it acceptable to stipulate gender and age for an open position?
A: There is no business justification for advertising positions based on gender or age. Treating people fairly by hiring based solely on job-related criteria is not only the right thing to do, it's smart business.
Health and Safety
We conduct our operations with the highest regard or the safety and health of employees and the protection of the general public. Each of us is responsible for complying with safety rules and regulations and for taking the necessary precautions to protect ourselves and our colleagues. We must report all accidents and take action to correct unsafe practices or conditions, with a goal of continuously improving our performance. Central Safety and the Environment can answer specific questions about Merck safety standards; or you can check the Safety and Environment Web site at mmd.merck.com/S&E/.
Q: Is it really necessary to report a minor accident? I don't want to jeopardize our plants safety record.
A: To maintain safety performance excellence and to strive for an accident-free environment, you must report all accidents, no matter how minor, an work to eliminate unsafe practices and conditions. Reporting even minor accidents is important as it helps us to identify hazards and take correcting the action before serious injuries can occur.
Q: Our plant has safety guidelines that require the removal of all jewelry. How will the Company respond if an employee declines to remove a piece of jewelry for religious reasons?
A: The Company wishes to make reasonable accommodations for employee religious beliefs. It is possible that an alternative may be found (e.g., if the item can be secured, this may be permissible). However, if there is no satisfactory alternative then safety concerns must take precedence. If you have additional questions about what is acceptable you should consult your manager or the additional resources referenced in this booklet.
Drug and Alcohol Abuse
Use of illegal drugs and alcohol abuse create serious health and safety risks in the workplace. The possession, sale or use of illegal drugs or being under the influence of such rugs, on Company time or property, or at Company-sponsored events, is prohibited. Similarly, impairment from alcohol when conducting Merck business or at Company-sponsored events is also prohibited.
It is important that cases of drug and alcohol abuse e brought to management's attention immediately. For information on resources at your location that deal with substance abuse, please see the Additional Assistance Page.
We strive to maintain an environment free of harassment, where all employees are respected. Workplace harassment is defined as any action that inappropriately or unreasonably creates an intimidating, hostile or offensive work environment. Examples include, but are not limited to, disparaging comments based on race, gender, religion or nationality.
Q: Is it acceptable to display political posters in one's own personal work area? What about religious symbols and imagery?
A: Employees should not use the workplace to demonstrate their personal support for a particular political issue, party or candidate. Other employees may find this type of conduct intimidating or offensive. Regarding personal displays of religious symbols and imagery, we respect employees' desire to express religious beliefs. However, we should also bear in mind that excessive personal displays and religious-oriented displays at Company functions or on Company premises may be perceived as intimidating or hostile to colleagues who have different beliefs.
Sexual harassment is a form of workplace harassment of a sexual nature that affects the dignity of men and women at work. Sexual harassment includes, but is not limited to, demanding sexual considerations in exchange for job benefits, threatening or taking adverse employment actions if sexual favors are not granted, or unwelcome physical contact.
If you feel you have been harassed, inform the offender that the action is unwelcome. If you are not comfortable with a direct approach or if it fails to correct the problem, discuss the matter with your supervisor or with Human Resources, or refer to the resources listed on the Additional Assistance Page.
Q: Is it permissible to date a subordinate if it is a consensual relationship?
A: There is an inherent conflict of interest in managing someone with whom you have a romantic relationship. Even if you are acting impartially, your relationship will likely be perceived to inappropriately influence your judgment. Such relationships may damage morale and disrupt workplace productivity. Therefore, it is unacceptable to begin or maintain a romantic relationship with one of your direct or indirect reports -someone in your reporting chain whose performance reviews, compensation, and promotions you may influence. You must immediately disclose the relationship to your manager or Human Resources. Dating a colleague where there is no direct or indirect reporting relationship is acceptable If you find yourself in a reporting relationship after a romantic relationship has begun or ended, you should disclose this relationship to your manager or to Human Resources.
Q: Occasionally physician-customers behave in a sexually provocative manner toward me during sales visits, behavior that I think borders on sexual harassment. My job depends on maintaining good relation with these physicians, but I'm uncomfortable with their behavior What should I do?
A: No employee should tolerate sexual harassment or any other form of workplace harassment. If you are comfortable talking to the customer about the behavior, calmly express your discomfort with their actions. If the behavior persists, or you are uncomfortable confronting the physician, you should discuss this concern with your manager, Human Resources, or any of the other resource listed on the Additional Assistance Page.
Hiring Relatives and Friends
We seek to hire employees who can contribute to the Company's success. We will hire relatives and friends of current employees and we encourage their referral. However, we will not show favoritism to candidates who are family members or friends of Merck employees. We will hire each candidate based on his or her qualifications for the open position. Senior managers should be especially aware that their referral of family members or friends may be perceived as exercising undue influence on the hiring process and should take appropriate steps to avoid the appearance of "sponsoring" a friend or relative as a candidate, and to avoid interfering with the hiring process.
To ensure objectivity and prevent conflicts of interest, family members may not have direct or indirect reporting relationships to other family members. In rare instances where unique circumstances may warrant an exception to this policy, prior approval must be obtained from your divisional vice president.
Q: Will Merck sometimes take a less-appealing candidate as part of a "package" to get a very desirable candidate?
A: The Company's policy is to hire applicants who are qualified for the job in question. In rare instances, such as when a husband and wife both apply for positions with the Company, we have considered both applications in concert. The Company does this because we recognize that hiring one spouse without the other could be particularly problematic, it for example, relocation is required. Yet, if either spouse fails to meet the criteria for his/her position, we would not extend a job offer to that individual.
Relationships With the Shareholders
Conflicts of Interest
We have a responsibility to our shareholders to make decisions strictly on the basis of Merck's best interests without regard to personal concerns. A potential conflict of interest arises when we become involved, directly indirectly, in outside activities that could impair, or be perceived to impair, our business judgment. Example actual or potential conflicts of interest include:
- Having a personal financial interest in a supplier, customer, competitor or distributor;
- Having a close family member (e.g., spouse, parent, sibling, child or in-law), or anyone you treat like a member (e.g., finance, domestic partner or domestic partner of a family member), work for a supplier, customer, competitor or distributor;
- Receiving any form of compensation from a supplier, customer, competitor or distributor;
- Having a personal interest or potential for gain in Company transactions;
- Serving on an Advisory Board and/or Board of Directors of an association or company which is in a similar market/industry as Merck;
- Having a close family member work at an agency that approves our drugs;
- Hiring an employee/consultant due to their family relationship with government decision-makers.
The key to addressing conflicts of interest is full disclosure. Often, just disclosing the potential conflict to the Company is the only action required. If you believe you may have a potential conflict of interest, you discuss the situation with your manager. Certain employees, including directors, officers, executives other designated employees, must file annual conflict of interest certifications describing any actual or potential conflicts of interest. Company loans to employees particularly sensitive and are subject to specific scrutiny. Company loans to executive officers or members of Board of Directors are prohibited unless they were already in existence on July 30, 2002.
Q: I own a few shares of stock in British Telecom. Since BT provides phone services to Merck, must I report this as a conflict of interest?
A: An investment representing less than 1 percent outstanding shares of a publicly owned comp such as British Telecom, would not be considered potential conflict of interest under our policy.
Q: Are there any guidelines to help us avoid potential conflicts of interest with physician customers who are also personal friends?
A: Since there is a potential conflict of interest -or the appearance of a conflict-to have a personal friendship with a customer with whom you conduct business, you must disclose these personal relationships to your manager. Your manager will review the situation and determine what steps, if any, should be taken to manage the potential conflict. You should also consider the following questions to determine whether your relationship with a customer could present a conflict of interest:
- Is this a personal friendship or a friendly professional relationship?
- Do you socialize with the physician customer? On weekends? On holidays?
- Would your personal loyalty override or appear to compromise your ability to make decisions that are in the Company's best interests?
- Do you discuss business in non-work settings?
- Are you disclosing information to the customer that the Company would consider confidential or proprietary?
- Does your relationship compromise - or appear to compromise -the objectivity of the customer's decision-making (in the case of a physician, the physician's prescribing habits)?
It is important to use good judgment in managing your personal relationships with customers. If you are unsure how to proceed, it is always prudent to discuss the situation with your manager.
Use of Corporate Assets
Our shareholders have a right to expect that the Company's assets are properly maintained and used in an economical and efficient manner. As a general rule, we should not use Company equipment or resources (excluding communications tools-see next page), for personal use. However, there may be times when personal use of corporate resources is acceptable. If you have questions about such situations, discuss them with your manager.
Q: With the support of the Company, I am working on an advanced chemistry degree. May I use Company laboratory equipment over the weekend to further my studies?
A: Due to health, safety and other risks, personal use of Company laboratory equipment is not permitted. If you believe extraordinary circumstances war exception, discuss the situation with your manager.
Personal Use of Communication Tools
The Company encourages us to make efficient and effective use of communication tools such as e-mail, the Intranet and Internet, voicemail, telephones, photocopiers and fax machines to accomplish business objectives. These tools also allow us to efficiently accomplish personal activities and such use is generally permitted provided there id no undue cost to the Company or adverse effect on productivity or the work environment. Usage also must conform to all other existing standards and policies regarding communication tools. General guidelines for the various communication tools include:
Telephones: Use common sense and good judgment when using Company telephones for personal business. A quick call home is acceptable- lengthy overseas calls are not acceptable.
Faxes and Photocopiers: Personal use is acceptable provided it is infrequent and insubstantial. Photocopying your tax return is acceptable-copying 200 announcements for your sports club is not acceptable.
Internet and E-mail: Our personal use should not interfere with work productivity and not exceed a nominal cost to the Company. Again, use common sense and good judgment. Internet shopping during your lunch hour is acceptable-spending the afternoon "surfing the web" is not acceptable.
PLease note that the following are some examples of inappropriate use of the Internet and E-mail Systems and are strictly forbidden at all times:
- Disclosing confidential or proprietary information.
- Downloading or transmitting pornographic, sexiest, racially or ethnically insensitive material.
- Posting your opinions or views with regard to the Company or the Company's business in Internet newsgroups, chat rooms, bulletin boards, etc., unless you are specifically authorized by the Company to do so.
- Conducting private commercial business on the Internet or E-mail Systems.
Your particular division or location may have adopted more restrictive guidelines concerning personal use of communication tools. In all cases, personal use of communication tools is subject to the discretion of your manager. For more information, contact your local Information Systems professional, the Information Services Department Help Desk, or Human Resources representative.
Q: May I load my own personal software onto my Merck computer or personal digital assistant(PDA)?
A: Generally, this is not an acceptable practice. To reduce the likelihood of introducing code capable of destroying data, only software provided by the Company may be used on Company Computers. Exceptions require prior approval from your manager and Information Services; however, it should be noted that Information Services cannot dedicate its resources to support your use of personal software.
Q: Occasionally, some of my colleagues visit Internet chat rooms while at work. Is this appropriate?
A: Unless specifically authorized as part of your job responsibilities, it is inappropriate to visit Internet chat rooms using Company computers. If you wish to chat on the Internet, you should do so using your own personal computer on your own time.
Q: Would it be acceptable for me to do Internet banking on a Company computer?
A: Yes, Employees can use the Internet for appropriate personal tasks after hours,as well as during business hours as long as the activity is infrequent and insubstantial and does not interfere with an employees' job performance. However, if this activity involves installing any additional software on your computer, you would need to obtain approval from your manager and Information Services before proceeding.
Q: If the Company has sanctioned and/or paid an employee's online study coursework, what guidelines apply for his/her internet use?
A: The Company recognizes that greater latitude with regard to Internet use may be appropriate and warranted under certain circumstances. You should discuss your specific situation with your manager.
Protection of Company Information
Information is an important Company asset that must be protected. The loss of confidential information can b extremely damaging to our competitive position. Examples of confidential information include, but are not limited to, pricing, formulations, research results, manufacturing methods, financial data and marketing and sales strategies and plans.
We do not disclose any confidential Company information without a valid business purpose and proper authorization by management. Each of us is responsible for protecting the confidentiality of Company information. General guidelines for protecting confidential Company information include:
- Not discussing sensitive Company business in public ;
- Using password protection on computer files (and not sharing your password with other employees);
- Securing sensitive information in locked files and cabinets;
- Securing sensitive information on laptop computers while traveling;
- Exercising caution when using speakerphones and cellular phones.
Even after we leave the employment of Merck, we are obligated to maintain the confidentiality of Merck information and return all documents and files (inducing electronically-stored information).
Q: I overheard Merck employees discussing Company business on an airplane. What if anything, should I do?
A: If you believe the information that is being discussed is sensitive or confidential, advise the parties that they can be overheard. Every Merck employee has a responsibility to ensure that confidential and proprietary information is not disclosed in public.
Q: I was using my home computer and came across a chat room where sensitive Merck information was being divulged. What should I do?
A: Such disclosure of confidential Company information is strictly forbidden, as it seriously harms the Company in trying to achieve its business objectives. Discuss your observation with your manager. You may also call the Advice Line or contact the Office of Ethics, advising them of your observations.
Q:As a Merck researcher, I see a conflict between the Company's desire to protect its confidential and proprietary information and the open exchange of knowledge in the scientific community. What are my responsibilities?
A:The Company respects and shares researchers' desire to share scientific knowledge. To this end, we actively encourage the publication of scientific findings. However, since funding for our research comes only from product sales, it is essential that we have the opportunity to protect our discoveries through the patent process before making them known to the public and to competing pharmaceutical firms. As a Merck researcher, before you consider releasing any scientific result or information that is based on work conducted at Merck, you are required to first seek the approval of your divisional vice president, or have the information reviewed by the office of Scientific and Technical Information Clearance (OSTIC) process for approval.
Accuracy of Book/Records
We make decisions based on information recorded at every level of the Company. Incomplete or inaccurate information may lead to poor decisions and negative consequences, for example:
- Improper recording of revenues and expenses leads to misrepresentation of the Company's financial position, and is illegal;
- Incomplete or inaccurate manufacturing documents could jeopardize the supply of a product and violate regulations.
We must record all information honestly and accurately. This includes, but is not limited to, expenses, revenues, research test results, production and quality data and any other corporate information. All financial transactions and payments must be authorized and recorded. Strict compliance with corporate accounting methods is required, as is cooperation with internal and external auditors. Contact your divisional controller or corporate audit group client director with any questions concerning the proper recording of financial transactions.
Accuracy of Public Disclosures
We have a responsibility to ensure that we provide the investing public with information that reflects the true value of our operations. Therefore, all of our public disclosures that are filed with government agencies or communicated to the public must be full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for preparing such reports, including drafting, reviewing, and signing or certifying the information they contain. We must communicate openly about our operations, without compromising proprietary and confidential information.
If you have concerns about any aspect of our financial disclosures, you should discuss them with your manager, the Finance organization, the Legal Department, the Office of Ethics or the Advice Line. Any employee who is contacted by another employee who is raising questions or concerns about questionable accounting or auditing matters must immediately report those concerns to the Office of Ethics.
Q: It is December and there is money left in our annual budget. Is it acceptable to pre-pay for next year's activities using this year's budget?
A: No. Activities and payments must be matched to the same period. If an event occurs this year then payment should be recorded as taking place this year. If an activity is set for next year then the payment must be charged to the next year's budget and accounts.
Q: I am concerned that Company employees may be inclined to release only study data that puts our research in the best light. What should I do?
A: You are right to be concerned. This may be a serious issue and should be reported to your manager or the Legal Department immediately. Selective release of data may adversely affect Merck's reputation for quality research and may violate government regulations.
Q: A sales order came in and will be confirmed two days after the books are closed. Is it acceptable to include unconfirmed sales in an earlier period?
A: No. The sale has not officially taken place until it is confirmed and the goods have been shipped. It is a misrepresentation to include unconfirmed sales in an earlier period.
Q: Can I delay processing sales orders until the next period to help us attain our income targets in that period?
A: No. Sales orders received must be processed in accordance with standard operating procedures for the transaction. It is inappropriate to manipulate sales orders for processing during the next financial period.
Merck strives to preserve fair and open markets for the buying and selling of the Company's securities. We may not buy or sell Merck securities, on the basis of nonpublic, material information. Material ("inside") information is any information that a reasonable investor would consider important in making investment decisions. Examples may include knowledge about acquisitions, divestitures, new products or processes, and financial information such as corporate earnings. These same restrictions apply to nonpublic material information about other companies that we learn through our capacity as Merck employees.
We are also prohibited from disclosing non-public material information to others - both inside and outside Merck - without a legitimate business reason and proper management authorization.
If we have inside information, we must refrain from trading in the affected securities until the beginning of the second full trading day after public disclosure of the information. If you are in doubt as to whether the purchase or sale of securities would violate our insider trading standards, please consult with the Legal Department.
Relationship with Suppliers
Selection of Suppliers
We select goods and services that best contribute to the long term well being of Merck. We choose our suppliers based on price, quality, delivery, service, diversity and reputation. Other factors, including environmental and business practices, also may be taken into consideration. Merck condemns the use of forced labor and exploitative child labor and expects its suppliers to respect this principle as well.
Q: I suspect that one of our suppliers is using child labor. What should I do?
A: Discuss your observation with your manager. You may also contact the Advice Line or, if you prefer, you may contact the Office of Ethics, advising them of your observations.
Q: Due to a recent promotion, I am now assigned to purchase office equipment. How should I evaluate suppliers?
A: In addition to the factors mentioned above, there may be a global supply agreement in place that includes a "preferred supplier" in your region. For further information, you should seek assistance from your local procurement representative or finance director.
Treatment of Suppliers
We treat our suppliers and subcontractors with fairness and integrity. We respect the terms and conditions of agreements with suppliers and we honor our commitments. We strive to pay on time and are careful to protect the confidential and proprietary information of our suppliers.
To ensure that all suppliers are given an opportunity to compete for our business, we obtain competitive bids where it is feasible to do so.
Q: Is it acceptable to copy Company software to my home computer if it would only be used for Company business?
A: Generally, this is not acceptable. We must respect the intellectual property of others and the terms of software-licensing agreements, which may limit the number of machines on which the software may be installed. To determine whether it would be acceptable for your particular software, consult Information Services.
Q: Can I solicit our suppliers and consultants for donations to causes that Merck supports? What about causes I personally support?
A: It may be appropriate for the Company to solicit donations from suppliers and consultants. However, the decision to make such a solicitation would be one that senior management needs to make. It would not be appropriate for you to solicit the Company's suppliers and consultants for a cause that you, personally, support. Using the Company's vendor list for any other purpose than a business purpose would violate our standards and policies.
Relationship with Our Communities and Society
Merck believes that an essential component of its corporate responsibility is to provide support to charitable or philanthropic organizations that benefit society, from the local plant community to the international level. Merck makes cash contributions both directly and through The Merck Company Foundation, and donates products and other in-kind services to qualified organizations and programs that address the needs of society and support Merck's overall business mission to enhance health.
The philanthropic outreach of Merck is guided by two strategic priorities worldwide: to advance scientific knowledge and education, and to improve health care. Merck supports initiatives to address selected health care issues with funding, donates MECTIZAN® to treat river blindness and has joined a public/private sector cooperation to accelerate access to HIV/AIDs care and treatment in countries such as Botswana. Other Merck medicines are also donated to address health care needs in developing countries. In addition to these priorities, funding is also provided to support programs to protect our environment, promote art and cultural activities, and foster civic institutions. When appropriate, Merck provides assistance in response to major disasters and medical emergencies.
For more information, contact the Corporate Office of Contributions at White house Station.
We believe in the fundamental dignity of every human being and in respecting individual rights. In all of our operations:
- We condemn the use of forced labor and exploitative child labor and expect our suppliers to respect this principle as well;
- We respect employees' lawful freedom of association;
- We compensate our employees to ensure that basic needs are met and provide our employees with the opportunity to improve their skills and capabilities;
- We do not discriminate at any level of the organization on the basis of race, gender, age, ethnicity, national origin, sexual orientation, marital status, disability or religious beliefs;
- We provide a safe and healthy work environment.
We have the opportunity to set an example (for our business partners and other organizations) by upholding our standards. These standards demand respect for all individuals and consideration of the interests of all of those affected by and involved in our business. We also create work environments where free discussion can take root that respects the opinions of all employees, as well as reward creativity and innovation. For more information about the Company's policy on human rights, please contact the Office of Ethics.
All communications with the news media are potentially important and reflect upon the Company's image and business. It is vital that communications from the Company are consistent and that all regulatory and legal obligations be fulfilled. All communications must be accurate, responsible and in keeping with Merck's medical and legal policies. Media or public requests for information should be referred to and coordinated with Public Affairs.
Q: I will make a presentation at a conference where press coverage is likely. How should I respond if I'm approached by the media following my presentation?
A: Journalists often approach scientists and executives who make presentations at professional forums. When press coverage is likely to result, Public Affairs should be advised in advance and questions and answers should be prepared. But you should feel free to clarify for the reporter anything that was formally presented at the meeting. Questions that go beyond what was formally presented should be referred to Public Affairs. Copies of slides should not be given out without prior clearance from the Merck Research Laboratories and Public Affairs because this could jeopardize the scientific publication process.
Our responsibility to protect the environment is among our highest priorities. We comply with the letter and spirit of all environmental laws and regulations and respect the environment in every country where we operate. We provide consumers with information to help them handle our products in an environmentally responsible way. Central Safety and the Environment can answer specific questions about Merck's environmental standards; or you can check the Safety and Environment Web site at mmd.merck.com/S&E/.
Q: The laws in my country do not prohibit dumping waste on-site. Can I dispose of Merck waste in this way?
A: No. The disposal method must be in accordance with Merck's own environmental standards, and specific practices vary, depending on the type of waste. Merck has developed "best practice" global environmental standards for all of its facilities.In some cases, these standards require actions that exceed what laws in individual countries would allow.
Q: I am a site services manager and have the responsibility for buying replacements for everything from light bulbs to equipment. Does Merck's goal of continuous improvement mean that I should always select the most environmentally-beneficial option?
A: Not necessarily. Sometimes the cost of the most environmentally-beneficial option is disproportionate to the benefit to be obtained. Generally, however, where the cost differential between options is not significant and a real environmental benefit will result, the more environmentally beneficial option should be selected. Consult your Procurement representative to help determine the most appropriate purchases.
To promote good government and fair, impartial administration of laws, we may not promise, offer or make payment in money or anything of value to any government official or political party with the intent to obtain or maintain business, or any unfair competitive advantage, or to improperly affect government decisions.
Our standards do not necessarily take into account all local legal requirements. Where more restrictive local laws exist, those take precedence. Seek the advice of the Legal Department if there is any uncertainty about the propriety or legality of an action. For additional information, refer to the Gifts and Hospitality section on page 9.
Q: I was told I have to pay a "gratuity" to a minor official to clear our vaccine products through customs. These vaccines are perishable, and will spoil if they are not cleared within the next few days. What should I do?
A: The Company does not provide gratuities to officials to ensure execution of official duties. Seek the advice of your manager or the Legal Department to determine if there are legally acceptable alternatives to secure the release of the vaccines.
Use and Selection of Agents
We will engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable in relation to the services performed.
Integrity of performance is a Merck standard for employees and agents alike wherever we do business, and ignorance of that standard is never an acceptable excuse for improper behavior, nor is it acceptable for improper behavior to be rationalized as being in the Company's best interest. No act of impropriety advances the interests of the Company.
Q: How does the Company ensure that its agents comply with Merck's standards?
A: The employee recommending use of an agent must conduct sufficient due diligence research to ensure that the agent is reputable. At a minimum, this should include research on, and reference checking with other parties and multinational companies for whom the agent has worked in the past. This information should be reflected in the approval memorandum submitted to management. In addition, once an external agent has been selected, it is important to monitor that agent's activities and expenditures, to ensure they are reasonable and in compliance with Company policies as well as local and international law.
Compliance With Laws, Rules and Regulations
Being a good corporate citizen means that we comply with all applicable laws, rules and regulations. Managers are responsible for communicating relevant rules and regulations to their employees. For further assistance, contact the Legal Department.
As a U.S.-based Company, all Merck operations, including foreign subsidiaries, must comply with U.S. laws pertaining to foreign boycotts. These laws primarily refer to the Arab boycott of Israel. However, from time to time, other boycott issues may arise. A variety of activities are prohibited under anti-boycott laws, including:
- Furnishing information about Merck's or any person's past, present or prospective relationship with boycotted countries or blacklisted companies; and,
- Paying, honoring or confirming letters of credit containing boycott provisions.
The laws also requires that certain requests for boycott information be reported to the U.S. Government. Because anti-boycott legislation is complex, all such requests should be directed immediately to the Legal Department.
Economic Sanctions and Other Import/Export Regulations
We may not export or sell drugs without proper approvals by the Merck Research Laboratories and the Clinical and Regulatory Development Review Committee. In addition, the drugs must meet the legal requirements of the producing country and the countries to which the drugs would be exported, as well as U.S. legal requirements. Further, we may not import from or export to countries against which there is a U.S. embargo (e.g., Sudan or Cuba). We may not import from or export to certain individuals or organizations with which contact is prohibited by U.S. government agencies.
Q: How can we justify not sending medicine to people in need who live in places that are out of political favor with the United States?
A: In return for the right to operate in the United States, we are obligated to comply with all applicable United States laws that apply to our operations-whether or not we agree with such laws. Please note that some U.S. laws, such as those pertaining to export controls, do apply to Merck operations outside of the U.S. In some situations, approvals may be obtained from the relevant U.S. government agencies for supplying medicines to restricted countries and entities.
Q: In the country where I operate, it is illegal to comply with the U.S., trade embargo regulations with certain countries. How do I handle this situation?
A: Transnational compliance with embargo regulations is a complex issue that varies from country to country. All such concerns must be directed to the Legal Department.
Good corporate citizenship requires that we do not unfairly or illegally influence the political process in the communities in which we operate. Due to the complexity and diversity of laws and regulations governing corporate political activities, political contributions and other related activities may only be undertaken with the prior approval of the Chief Executive Officer.
As private citizens, we may participate in the political process, including contributing to candidates or parties of our choice. However, we may not use Company time, property or resources for our personal political activities.
We hire employees with sound character and judgment, who we trust will act responsibly. However, there may be times when we need to raise concerns about behavior which we believe violates Merck's values and standards. If you observe such behavior, you have an obligation to discuss it with the appropriate parties. Doing so will provide the Company with the opportunity to correct the problem. The reporting process is flexible, allowing you to raise concerns through a variety of channels. For the appropriate resources in your location, please refer to the Additional Assistance Page found on the inside cover of this booklet.
Q: What is the difference between the Ombudsman Program, the Office of Ethics and the Advice Line? How do I know which resource I should use?
A: Your primary source of guidance is your supervisor or your manager. However, in those instances when you may wish to speak with someone outside your division or location, the Company provides alternative resources such as the Office of Ethics, the Advice Line and the Ombudsman Program.
- The Office of Ethics provides services to Merck employees, worldwide, with ethical questions or concerns. The Office of Ethics is responsible for both the Ombudsman Program and the Advice Line.
- The Advice Line, available to employees around the world 24 hours a day, seven days a week, is staffed by an outside organization and employees can remain anonymous when they call. The operator will not directly provide advice to the employee, but rather, will relay the information to the Merck Office of Ethics, providing the employee with a case number and a call-back date. While questions and concerns raised to the Advice Line will be forwarded to the Office of Ethics for review, no identifying information will be forwarded without the caller's consent.
- The Ombudsman Program promotes the positive and fair treatment of employees by providing an alternative channel for use by employees to address work-related concerns, including conduct inconsistent with the Company's policies, practices, values and standards. The program is designed to provide a "safe haven" where these issues can be addressed in confidence and without fear of retaliation.
You may call either the Office of Ethics or the Ombudsman Office to discuss matters in a confidential environment. The Advice Line offers complete anonymity, as it is operated by an external vendor.
Q: I cannot make collect calls to the United States from my country. Does this mean that t am unable to contact the Advice tine?
A: The Office of Ethics has established a variety of ways for all employees to get assistance. If you cannot call the Advice Line collect, you can contact the Advice Line by dialing direct to the U.S. at (770) 5825253, or the Office of Ethics at (908) 423-4478. In addition, you can reach the toll-free telephone number - (877) 3I9-0273 - by contacting your local telephone operator and requesting the access code for USA Direct or AT&T. Alternatively, the access codes are also available on the AT&T Web site at www.att.com.
Q: Is the Company encouraging employees to report on one another?
A: The Company encourages employees to address and resolve work-related concerns themselves before they become real problems, and certainly before they rise to the level of violations of law or risk to health and safety. At times, it may be appropriate to approach the person directly with your concerns, providing them an opportunity to clarify their behavior. In the event that employees are uncomfortable handling the situation on their own, they are encouraged to consult their managers or supervisors, or any of the resources listed in this booklet. If employees are unable to resolve concerns by using these channels, then the Company also has an "Advice Line" which is completely anonymous and available 24 hours a day, seven days a week.
Investigation of Reported Misconduct
The Company takes all reports of misconduct seriously. We will confidentially investigate all alleged misconduct to determine if any law, regulation, policy or procedure has been violated.
Q: I don't know of anyone who has contacted the Office of Ethics or Advice Line. How many employees really contact the Office of Ethics? What kinds of issues are brought forward?
A: The Office of Ethics handles 1,000 to 1,200 cases per year regarding ethics questions, concerns or allegations of inappropriate actions. Most of the issues revolve around interactions between employees and their managers, potential conflicts of interest, and inconsistent application of Company policy.
The fact that you do not hear much about reports of alleged misconduct reflects how well confidentiality is maintained during the ethics reporting and investigation process.
Q: In each of Merck's operating countries, numerous country-specific ethics challenges can arise. How will Merck ensure it has local expertise to address these issues?
A: The Office of Ethics is working with divisional compliance committees to enhance regional and country-specific resources. Currently, if you have an ethics question, consult your manager, local lawyer, or the Office of Ethics.
Anonymity and Confidentiality
When you contact the Office of Ethics to raise an issue, you may remain anonymous, although you are encouraged to identify yourself, since doing so will facilitate communication. Should you choose to identify yourself, the Office of Ethics will make every reasonable effort to keep your identity confidential in a manner consistent with conducting a thorough and fair investigation as may be required under the law. To assist the Office of Ethics in maintaining confidentiality, however, it is imperative that you practice discretion and refrain from discussing your Office of Ethics consultation with colleagues or co-workers.
Employees can also report concerns anonymously by using the Advice Line, a line answered by a third-party vendor. Anonymous callers are provided with a case number and instructed to call back within a certain timeframe to receive an update or to provide additional information which may be necessary to properly investigate their concern. To learn more about the Advice Line, please access the Office of Ethics Web site at: http://ethics.merck.com
Q: If I raise a concern with the Office of Ethics or Ombudsman, is it automatically considered anonymous?
A: Some employees confuse confidentiality with anonymity. You may raise concerns without identifying yourself, thus ensuring anonymity. However if you identify yourself, we will make every effort to keep your identity confidential. Matters raised with the Office of Ethics will be kept confidential unless they raise issues of potential harm to an individual or to the Company, or unless some disclosure is necessary due to an investigation. Our fax is located in a secure area and procedures are in place to safeguard your confidentiality. In those circumstances where you have presented an issue that may involve potential harm to an individual or to the Company, the Office of Ethics will advise you that confidentiality cannot be guaranteed. Disclosure will be made on a need-to know basis and only to the extent necessary.
Employees who raise concerns help the Company to correct problems before they grow. We will not tolerate retaliation against any employee for raising a business practices issue in good faith. Raising a concern in "good faith" means that you have made a genuine attempt to provide honest and accurate information even if you are later proven to be mistaken. The fact that an employee has raised concerns in good faith, or has provided information in an investigation, cannot be a basis for denial of benefits, termination, demotion, suspension, threats, harassment or discrimination. Similarly employees who work with those who raise concerns should continue to treat them in a courteous and respectful manner and should not engage in behavior that might alienate or intimidate colleagues. This protection extends to anyone giving information in relation to an investigation. If you or others have been retaliated against, you should report this behavior to your supervisor or the Office of Ethics.
Please note that Merck reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the Company or has acted improperly.
Guidelines for Raising Concerns
It is never easy to raise concerns about possible misconduct. It requires courage and integrity. Listed below are some general ideas on how to discuss your concern with your management:
- Schedule a specific time with your manager or another Company resource to discuss your issue.
- Discuss your issues calmly and professionally.
- Highlight the risks to the Company and the potential impact of the particular misconduct.
- Acknowledge (when appropriate) that you may not have all of the information or facts relevant to the issue.
- State any concerns that you may have about the confidentiality of your report. (If you are concerned about confidentiality, be careful when sharing information with other colleagues who might inadvertently disclose information.)
- Thank the individual for their time and their attention to the issue.
Guidelines for Receiving Concerns
Your reaction when an employee brings forward a concern is extremely important. It will either encourage an open communications environment where employees feel safe to discuss important issues or it will have a chilling effect on future communications and workplace morale. Listed below are some general ideas on how to respond when an employee raises a concern:
- Ensure you have enough time to adequately discuss their concern. If not, schedule an alternate time and communicate to the employee that your desire to do so is to ensure that they and their issue have your full attention.
- Listen as much as possible. Try to avoid becoming defensive or attempting to cut off the discussion.
- Remain calm and professional.
- Ask for clarification and additional information, but do so in a way that the employee does not feel intimidated or defensive.
- Do not feel that you must give an immediate response. Many times it is better to reflect on the employee's concerns and respond later with your thoughts on the issue.
- Thank the individual for bringing the issue to your attention.
Bear in mind that many employees may be particularly sensitive to perceived slights or perceived retaliation following a report of misconduct. It is imperative that you continue to treat employees with dignity and respect including the following:
- Evaluate based on actual performance.
- Provide meaningful assignments.
- Share information needed to get work done.
- Involve in social functions.
- Treat with courtesy.
Disclaimer: Please note the codes in our collection might not necessarily be the most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
Code of Conduct
The Electronic Industry Code of Conduct outlines standards to ensure that working conditions in the electronics industry supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are environmentally responsible.
Considered as part of the electronics industry for purposes of this Code are Original Equipment Manufacturers (OEMs), Electronic Manufacturing Services (EMS) firms and Original Design Manufacturers (ODMs) including contracted labor that may design,market, manufacture and/or provide goods and services that are used to produce electronic goods. The Code may be voluntarily adopted by any business in the electronics sector and subsequently applied by that business to its supply chain and subcontractors.
To adopt the Code and become a participant ("Participant"), a business shall declare it support for the Code and seek to conform to the Code and its standards in accordance with a management system as set forth in the Code.
For the Code to be successful, it is acknowledged that Participants should regard thecode as a total supply chain initiative. At a minimum, participants shall require its nexttier suppliers to acknowledge and implement the Code.
Fundamental to adopting the Code is the understanding that a business, in all of its activities, must operate in full compliance with the laws, rules and regulations of the1countries in which it operates. The Code encourages Participants to go beyond legal compliance, drawing upon internationally recognized standards, in order to advanced social and environmental responsibility.
The Electronic Industry Code Participants are committed to obtaining regular input from stakeholders in the continued development and implementation of the Electronic Industry Code of Conduct (EICC).
The Code is made up of five sections. Sections A, B, and C outline standards for Labor,Health and Safety, and the Environment, respectively. Section D outlines the elements of an acceptable system to manage conformity to this Code. Section E adds standards relating to business ethics.
Participants are committed to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community.
Recognized standards such as the Universal Declaration of Human Rights (UDHR),Social Accountability International (SAI) and the Ethical Trading Initiative (ETI) were used as references in preparing the Code and may be a useful source of additional information.
The labor standards are:
- Freely Chosen Employment
Forced, bonded or indentured labor or involuntary prison labor is not to be used.All work will be voluntary, and workers should be free to leave upon reasonable notice. Workers shall not be required to hand over government-issued identification, passports or work permits as a condition of employment.
- Child Labor Avoidance
Child labor is not to be used in any stage of manufacturing. The term "child" refers to any person employed under the age of 15 (or 14 where the law of the country permits), or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. The use of legitimate workplace apprenticeship programs, which comply with all laws and regulations, is supported. Workers under the age of 18 should not perform hazardous work and may be restricted from night work with consideration given to educational needs.
- Working Hours
Studies of business practices clearly link worker strain to reduced productivity,increased turnover and increased injury and illness. Workweeks are not to exceed the maximum set by local law. Further, a workweek should not be more than 60 hours per week, including overtime, except in emergency or unusual situations.Workers shall be allowed at least one day off per seven-day week.
- Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws,including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages asa disciplinary measure shall not be permitted. The basis on which workers are being paid is to be provided in a timely manner via pay stub or similar documentation.
- Humane Treatment
There is to be no harsh and inhumane treatment, including any sexual harassment,sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers: nor is there to be the threat of any such treatment.
Participants should be committed to a workforce free of harassment and unlawful discrimination. Companies shall not engage in discrimination based on race, color,age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, politicalaffiliation, union membership or marital status in hiring and employment practices such as promotions, rewards, and access to training. In addition, workers or potential workers should not be subjected to medical tests that could be used in a discriminatory way.
- Freedom of Association
Open communication and direct engagement between workers and management are the most effective ways to resolve workplace and compensation issues.Participants are to respect the rights of workers to associate freely, join or not joinlabor unions, seek representation, join workers? councils in accordance with local laws. Workers shall be able to communicate openly with management regarding working conditions without fear of reprisal, intimidation or harassment.
- HEALTH and SAFETY
Participants recognize that the quality of products and services, consistency of production, and workers? morale, are enhanced by a safe and healthy work environment.Participants also recognize that ongoing worker input and education is key to identifying and solving health and safety issues in the workplace.
Recognized management systems such as OHSAS 18001 and ILO Guidelines occupational Safety and Health were used as references in preparing the Code and may be a useful source of additional information.
The health and safety standards are:
- Occupational Safety
Worker exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicle, and fall hazards) are to be controlled through proper design,engineering and administrative controls, preventative maintenance and safe work procedures (including lockout/tagout). Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate personal protective equipment. Workers shall not be disciplined for raising safety concerns.
- Emergency Preparedness
Emergency situations and events are to be identified and assessed, and their impact minimized by implementing emergency plans and response procedures,including: emergency reporting, employee notification and evacuation procedures,worker training and drills, appropriate fire detection and suppression equipment,adequate exit facilities and recovery plans.
- Occupational Injury and Illness
Procedures and systems are to be in place to manage, track and report occupational injury and illness, including provisions to: a) encourage workers reporting; b) classify and record injury and illness cases; c) provide necessary medical treatment; d) investigate cases and implement corrective actions to eliminate their causes; and d) facilitate return of workers to work.
- Industrial Hygiene
Worker exposure to chemical, biological and physical agents is to be identified,evaluated, and controlled. When hazards cannot be adequately controlled by engineering and administrative means, workers are to be provided with appropriate personal protective equipment.
- Physically Demanding Work
Worker exposure to physically demanding tasks, including manual material handling and heavy lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.
- Machine Safeguarding
Physical guards, interlocks and barriers are to be provided and properly maintained for machinery used by workers.
- Dormitory and Canteen
- ,p>Workers are to be provided with clean toilet facilities, access to potable water and sanitary food preparation and storage facilities. Worker dormitories provided by the Participant or a labor agent are to be clean, safe, and provide emergency egress,adequate heat and ventilation and reasonable personal space.
Participants recognize that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community,environment and natural resources are to be minimized while safeguarding the health and safety of the public.
Recognized management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as references in preparing the Code and may be a useful source of additional information.
The environmental standards are:
- Environmental Permits and Reporting
All required environmental permits (e.g. discharge monitoring) and registrations are to be obtained, maintained and kept current and their operational and reporting requirements are to be followed.
- Pollution Prevention and Resource Reduction
Waste of all types, including water and energy, are to be reduced or eliminated atdhe source or by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, recycling and re-using materials.
- Hazardous Substances
Chemical and other materials posing a hazard if released to the environment are to be identified and managed to ensure their safe handling, movement, storage,recycling or reuse and disposal.
- Wastewater and Solid Waste
Wastewater and solid waste generated from operations, industrial processes and sanitation facilities are to be monitored, controlled and treated as required prior to discharge or disposal.
- Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives, particulates,ozone depleting chemicals and combustion by-products generated from operations are to be characterized, monitored, controlled and treated as required prior to discharge.
- Product Content Restrictions
Participants are to adhere to all applicable laws and regulations regarding prohibition or restriction of specific substances including labeling laws and regulations for recycling and disposal. Participants are also to adhere to processesto comply with each agreed-upon customer-specific restricted and hazardous materials list.
- MANAGEMENT SYSTEM
Participants shall adopt or establish a management system whose scope is related to the content of this Code. The management system shall be designed to ensure (a)compliance with applicable laws, regulations and customer requirements related to theParticipant?s operations and products; (b) conformance with this Code; and (c)identification and mitigation of operational risks related to this Code. It should also facilitate continual improvement.
The management system should contain the following elements:
- Company Commitment
Corporate social and environmental responsibility statements affirming Participant?s commitment to compliance and continual improvement.
- Management Accountability and Responsibility
Clearly identified company representative[s] responsible for ensuring implementation and periodic review of the status of the management systems.
- Legal and Customer Requirements
Identification, monitoring and understanding of applicable laws, regulations and customer requirements.
- Risk Assessment and Risk Management
Process to identify the environmental, health and safety2 and labor practice risks associated with Participant?s operations. Determination of the relative significance for each risk and implementation of appropriate procedural and physical controls to ensure regulatory compliance to control the identified risks.
- Performance Objectives with Implementation Plan and Measures
Written standards, performance objectives, targets and implementation plans including a periodic assessment of Participant?s performance against those objectives.
Programs for training managers and workers to implement Participant?s policies,procedures and improvement objectives.
Process for communicating clear and accurate information about Participant's performance, practices and expectations to workers, suppliers and customers.
- Worker Feedback and Participation
Ongoing processes to assess employees? understanding of and obtain feedback on practices and conditions covered by this Code and to foster continuous improvement.
- Audits and Assessments
Periodic self-evaluations to ensure conformity to legal and regulatory requirements,the content of the Code and customer contractual requirements related to social and environmental responsibility.
- Corrective Action Process
Process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations and reviews.
- Documentation and Records
Creation of documents and records to ensure regulatory compliance andconformity to company requirements along with appropriate confidentiality toprotect privacy.
To meet social responsibilities and to achieve success in the marketplace, Participantsand their agents are to uphold the highest standards of ethics including:
- Business Integrity
The highest standards of integrity are to be expected in all business interactions.Any and all forms of corruption, extortion and embezzlement are strictlyprohibited resulting in immediate termination and legal actions.
- No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to beoffered or accepted.
- Disclosure of Information
Information regarding business activities, structure, financial situation andperformance is to be disclosed in accordance with applicable regulations andprevailing industry practices.
- Intellectual Property
Intellectual property rights are to be respected; transfer of technology and knowhowis to be done in a manner that protects intellectual property rights.
- Fair Business, Advertising and Competition
Standards of fair business, advertising and competition are to be upheld. Meansto safeguard customer information should be available.
- Protection of Identity
Programs that ensure the protection of supplier and employee whistleblower confidentiality are to be maintained.
- Community Engagement
Community engagement is encouraged to help foster social and economicdevelopment.
The following standards were used in preparing this Code and may be a useful source of additional information. The following standards may or may not beendorsed by each Participant.
- ILO Code of Practice in Safety and Health
- National Fire Protection Agency
- ILO International Labor Standards
- OECD Guidelines for Multinational Enterprises
- United Nations Convention Against Corruption
- United Nations Global Compact
- Universal Declaration of Human Rights
- ISO 14001
- SA 8000
- Ethical Trading Initiative
- OHSAS 18001
- Eco Management & Audit System
Version 1.0 ? Released October 2004.
Version 1.1 ? Released May 2005.
Converted document to EICC format, minor page layout revisions; no content changes
Version 2.0 ? Released October 2005 with revisions to multiple provisions.
The Electronic Industry Code of Conduct was initially developed by a number ofcompanies engaged in the manufacture of electronics products between June andOctober 2004. Participating companies included Celestica, Dell, Flextronics, HP, IBM,Jabil, Sanmina SCI, and Solectron.
Companies adopting/endorsing the code and/or joining the Implementation Groupinclude: Celestica, Cisco, Dell, Flextronics, Foxconn, HP, IBM, Intel, Jabil, Lucent,Microsoft, Sanmina SCI, Seagate, Solectron, and Sony. Other companies are invitedand encouraged to adopt this code. You may obtain additional information fromwww.eicc.info
- The Code is not intended to create new and additional third party rights, including for employees
- Areas to be included in a risk assessment for health and safety are warehouse and storagefacilities, plant/facilities support equipment, laboratories and test areas, sanitation facilities(bathrooms), kitchen/cafeteria and worker housing /dormitories.
ACEA CODE OF ETHICS
- CODE OF ETHICS - PRINCIPLES
- CODE OF ETHICS - TENETS
- ACTING AS AN EXPERT WITNESS
- PUBLIC COMMENT OR STATEMENTS
- PROCEDURES FOR HANDLING ALLEGED BREACHES OF THE CODE OF ETHICS
This Code of Ethics establishes the standards, including the Standards of Conduct, to be adopted and adhered to by all member firms of the Association of Consulting Engineers Australia and their staff as part of their working habits and relationships with clients, colleagues and the community generally.
A member of the Association of Consulting Engineers Australia, in the context of this code of Ethics, refers to both the firms and their staff individually.
The members are bound by a common commitment to promote technology based intellectual consulting services for the built and/or natural environment and facilitate its practice for the common good, based upon shared values of:
- ethical behaviour;
- competent performance;
- innovative practice;
- excellence in service provision;
- equality of opportunity;
- social justice;
- unity of purpose;
- sustainable development;
- responsible decision making;
- accountability for conduct and behaviour;
- recognition and management of risk; and,
- honesty and integrity.
This Code of Ethics and its obligations and requirements on members was approved by members in accordance with Article 12.1 and By-Law 6.1(b) by a general meeting of the Association held on 28 November 2003.
The members are committed to the Principles of this Code of Ethics. These are:
- to act honestly and with integrity;
- to respect the inherent dignity and privacy of the individual;
- to act on the basis of competence and a well informed conscience;
- to hold paramount the welfare, health and safety of the community; and
- to uphold, at all times, the Tenets as expressed in this Code of Ethics.
The Tenets of the Code of Ethics are the specific principles to which the Association ascribes:
- Members shall at all times place their responsibility for the welfare, health and safety of the community before their responsibility to private interests, or to other members;
- Members shall act with honour, integrity and dignity in order to merit the trust of the community;
- Members shall act only in areas of their competence and shall practise in a careful and diligent manner;
- Members shall act with honesty, good faith and without discrimination towards all in the community, including clients, employers and colleagues;
- Members shall apply their skill and knowledge in the interest of their employer or client for whom they shall act with integrity, without compromising any other obligation to these Tenets;
- Members shall take all reasonable steps to inform themselves, their clients and employers and the community of the social and environmental consequences of the actions and projects in which they are involved;
- Members shall express opinions and recommendations, make public statements or give evidence in an objective and truthful manner and only on the basis of existing and adequate knowledge having regard to their obligations of confidentiality and their responsibility to the safety, health and welfare of the community;
- Members shall continue to develop relevant knowledge, skill and expertise throughout their careers and shall actively assist and encourage those under their direction to do likewise; and
- Members shall not assist, induce or be involved in a breach of these Tenets, shall support those who seek to uphold them, and having knowledge of any alleged violation of this Code of Ethics will raise it with the member and the Association as considered appropriate.
The comments which follow provide interpretation of the Tenets as they apply to practices and situations in which members may find a need for ethical guidance. A breach of the Code of Ethics occurs when a member acts contrary to one of the nine Tenets judged on the circumstances of the case and not on the emphasis of the interpretations.
Members' obligations to the welfare, health and safety of the community involves the application of sound judgement based on experience and relevant analysis to arrive at the appropriate balance of considerations which must apply in a given situation. Protection of the environment is both a short term and long term concern of the community and needs to be considered by members at all times. Members' obligations extend to taking all reasonable steps to understand the consequences of their own actions and the actions of those with or for whom they are working.
- shall work in conformity with accepted environmental standards in a manner which does not jeopardise the public welfare, health or safety;
- shall endeavour at all times to maintain services essential to public health and safety;
- shall use their best endeavours, at all times, to meet the requirements and obligations in relation to the health and safety of employees, colleagues and the workforce;
- shall give due weight to the need to achieve sustainable development and to conserve and restore the productive capacity of the earth;
- shall endeavour to ensure that information provided to the public is relevant and in a readily understood form;
- shall avoid assignments taken on behalf of clients or employers that are likely to create a conflict of interest between the member or their clients or employers and the community;
- shall not use association with other persons, corporations or partnerships to conceal unethical acts
- shall not involve themselves with any practice which they know to be of a fraudulent, dishonest or criminal nature. Successful prosecution before a Court for any such action may be deemed to be a breach of the Code of Ethics ; and
- shall work in accordance with generally accepted professional and engineering standards in a manner which does not jeopardise the safety, health or welfare of the public and the community.
Members should understand the distinction between working in an area of competence and working competently. Working in an area of competence requires members to operate within their qualifications and experience; working competently requires sound judgement. If an error of judgement occurs, the outcome may be construed as negligence, however, it does not necessarily imply that the member has acted unethically.
- shall neither falsify nor misrepresent their own, or their associates', qualifications, experience and prior responsibility;
- shall inform their employers or clients, and make appropriate recommendations on obtaining further advice, if an assignment requires qualifications and experience outside their fields of competence;
- shall only undertake assignments and provide services within the member's area of competence and qualification, and;
- shall not affix their signatures to any plans or documents dealing with subject matter in which the member lacks competence or qualifications.
Members shall practice in an open and informed manner and act in the best interests of the client and/or the employer unless to do so would jeopardise the safety, health or welfare of the public, the community or the environment.
- shall promote the principle of selection of services by clients upon the basis of merit, and shall not compete with other consulting engineers on the basis of fees alone. However, it shall not be a breach of the Code of Ethics for members to provide information as to the basis upon which they usually charge fees for particular types of work. Also, it shall not be a breach of the Code of Ethics for members to submit a proposal for the carrying out of work, which proposal includes, in addition to a technical proposal, an indication of the resources which members can provide and information as to the basis upon which fees will be charged or as to the amount of the fees for the work which is proposed to be done. In this respect it is immaterial whether or not members are aware that others may have been requested to submit proposals, including fee proposals, for the same work;
- shall take reasonable steps to recognise, manage and mitigate the risks associated with each assignment or engagement of work, and, in particular, the risks to the client, the workforce, the community and the environment, and;
- shall, on request prior to engagement, advise existing clients and prospective clients of the relevant insurance maintained by the member. If the member does not maintain professional indemnity insurance this must be disclosed to the existing client or prospective client.
- may use advertising (which includes direct approaches to prospective clients by any reasonable means) which is not misleading, to announce their practice and availability. Information given must be truthful, factual and free from ostentatious or laudatory expressions or implications;
- shall, when acting as administrator of a contract, be impartial as between the parties in the interpretation of the contract. This requirement of impartiality shall not diminish the duty of members to fairly apply their skill and knowledge in the interests of their employers or clients;
- shall keep their employers or clients fully informed on all matters, including financial interests, which are likely to lead to a conflict of interest;
- shall advise their clients or employers when they judge that a project will not be viable, whether on the basis of commercial, technical, environmental or any other such risk which the member might reasonably have been expected to consider;
- shall inform their clients or employers of the possible consequences in the event that a member's judgements are overruled on matters relating to the welfare of the community. Where justified by the consequences which result from the matter continuing, members shall endeavour further to persuade the client or employer to discontinue with the matter. If unsuccessful, members may make the details of the adverse consequences known to the public without incurring a breach of the Code of Ethics.
- shall neither disclose nor use confidential information gained in the course of their employment without express permission, unless permission unduly withheld would jeopardise the welfare, health or safety of the community;
- shall not undertake, nor should they be expected to undertake, professional work where the terms of reference are so restrictive that they are not able to carry out their responsibilities in accordance with recognised professional standards;
- shall not accept compensation, financial or otherwise, from more than one party for services on the same project, nor provide free services, unless the circumstances are fully disclosed to, and agreed to, by all interested parties;
- shall neither solicit nor accept financial or other valuable considerations from material or equipment suppliers for specifying their products;
- shall neither pay nor offer directly or indirectly inducements to secure work, and;
- shall neither solicit nor accept gratuities, directly or indirectly, from contractors, their agents, or other parties dealing with their clients or employers in connection with work for which they are responsible.
Members have an obligation to act in good faith, honestly and with integrity when dealing with colleagues to whom this Code of Ethics applies.
- shall exercise due restraint in explaining their own work, shall give proper credit to those to whom proper credit is due, and shall acknowledge the contributions of subordinates and others;
- shall accept, as well as give, honest and fair professional criticism when commenting on another's work or making public comment;
- shall compete on the basis of merit and not compete unfairly;
- shall neither maliciously nor carelessly do anything to injure, directly or indirectly, the reputation, prospects or business of others:
- shall, where acting as a representative on behalf of an employer, recognise that other members, who are employees, are colleagues to whom the Code of Ethics applies;
- shall uphold the principle of adequate and appropriate remuneration;
- shall neither attempt to supplant another individual or organisation who has been duly appointed by a client or employer nor accept engagement from a client or employer in replacement of another without first ascertaining that the appointment has been terminated by due notice;
- shall examine the circumstances and determine the appropriateness of accepting an engagement from a client if they have evidence that they are to replace another, having first made all reasonable efforts to make the other aware of the situation;
- shall, if asked by a client to review the work of another, proceed only after gaining consent from the client to discuss that review with the other party concerned. Members shall discuss the review with the other person or organisation prior to submitting the review if it is possible to do so; and
- shall not unfairly criticise others for their past work where such work was conducted in accordance with the accepted standards and practices and community values of the time, and in accordance with the needs of the time.
An expert witness provides a special and unique service to legal or quasi-Iegal proceedings established for the purpose of making judgements. Once accepted by the judge or arbitrator, an expert becomes "an officer of the Court or Hearing".
In this capacity the expert witness is normally afforded two important privileges: the freedom to remain in the proceedings at all times and the freedom to express an opinion.
At all times the expert witness owes the proceedings total objectivity. The role of expert witness is to give the tribunal the benefit of his or her special training and experience in order to help the tribunal understand matters which it would not otherwise understand and thus help the tribunal to come to the right decision.
It follows that:
- members' reports, statements or testimony before any tribunal shall be objective and accurate. They shall express an opinion only on the basis of adequate knowledge and technical competence in the area, but this shall not preclude a considered speculation based on experience and wide relevant knowledge;
- members must reveal the existence of any interest, pecuniary or otherwise, including any conflict of interest, that could be taken to affect their judgement about which they are making a statement, giving evidence or providing an opinion. This shall include advising the parties and the court or tribunal of any actual or perceived conflict of interest and any circumstance where the member has previously received payment for any work or services provided to any of the parties involved in the proceedings before the court or tribunal;
- members must ensure that all reports and opinions given to a client prior to a hearing include all relevant matters of which they are aware, whether they are favourable or unfavourable;
- members giving evidence as experts should listen very carefully to the question put, and ensure that each answer is given objectively, truthfully and completely and covers all matters relevant to the question of which they have knowledge; and
- when discharging these responsibilities, members should have regard to the normal practice at the time of the occurrence of the incident which gave rise to the call for advice.
Members should also refer to relevant Practice Notes issued by this Association (and in particular to section 4.0) and also to the document "Guideline for Expert Witnesses in proceedings in the Federal Court of Australia" issued by the Federal Court of Australia.
Members must act in accordance with the requirements for expert witnesses as prescribed by the relevant court or tribunal when providing reports, statements or testimony as an expert witness.
Public comments and statements by members should be made in a way that maintains and enhances the trust of the community and must be made in good faith in an honest and objective manner. Any public comments or statements made by members must not breach the obligation of confidentiality to the client, must not breach the privacy of an individual and must consider the safety, health and welfare of the public, the community and the environment.
It follows that:
- Members may, if they consider that by so doing they can constructively advance the well-being of the community, contribute to public discussion on technical matters in their area of competence;
- in areas outside of a member's area of competence, but those in which a member can demonstrate adequate knowledge, comment may be made on details of a project within that area of knowledge. Adequate knowledge generally applies to a narrow aspect of an area of competence. Adequate knowledge may be acquired from working in a related area of competence or through continued professional development. However, adequate knowledge in a narrow area is not generally a sufficient basis for public comment or advice on the overall solution to a task outside of a member's area of competence; and
- in areas outside of a member's area of competence, and in which the member is not able to demonstrate adequate knowledge, public comment or statements should be limited to enquiries which seek to provide deeper understanding. In this respect, the member may draw on experience in training and analysis as a basis for asking objective questions which may assist the public to evaluate services without the member implying personal competence or knowledge in the area.
In the course of a member's employment, situations may arise concerning the employer, client or external organisation which may present the member with a significant moral and legal problem. This could include criminal behaviour, threats to public safety, threats to the welfare of the community, threats to the welfare of the environment, unethical policies and breaches of this Code of Ethics. Depending on the particular circumstances a member may have responsibility under existing legislation or the provisions of this Code of Ethics to ensure that any such practices are brought to the attention of those with authority to rectify the problem or to raise the matter with the appropriate regulatory authorities.
The following practical and commonsense guidance is set out for the benefit of members who have or are intending to make such disclosure:
- Make any objections to unethical practices promptly so as to avoid any misinterpretation of the motives for doing so;
- Focus on the issues and proceed in a tactful, low-key manner to avoid unnecessary personal antagonism which might distract attention from solving the problem;
- Keep supervisors informed of actions as much as possible, both through informal discussion and formal memoranda;
- Be accurate in observations and claims and keep formal records documenting relevant events;
- Raise the problem initially through normal organisational channels;
- Consult colleagues for advice and avoid isolation;
- Consult with the Association through the Chief Executive on the ethical issues involved, or with other organisations as appropriate; and/or
- Seek legal advice concerning potential legal liabilities.
The members of the Association have approved Articles and By-Laws to govern the investigation and hearing of alleged breaches of the Memorandum & Articles of Association, the By-Laws and this Code of Ethics. The Articles at Part 3 and Part 4 and By-Laws at Part 3 provide for a process to investigate and hear alleged breaches and to reflect the importance which the Board places on all members upholding the ethical standards of the Association and its members. All alleged breaches and complaints will be considered and dealt with in accordance with the Articles of Association, the By-Laws and this Code of Ethics. If a breach of the Memorandum & Articles of Association, the By-Laws or this Code of Ethics is substantiated or held to be the case by the Board of ACEA then the following sanctions may be applied:
- ongoing membership declined; or
- termination of membership.
Position Statement on Whistle Blowing
A Time to Listen... A Time to Hear
The American Society for Public Administration endorses the growing public demand for improved accountability of government employees in order to achieve more efficient, effective, and ethical enforcement of the laws, and more competent conduct of the public business, recognizing that most whistle blowing results from different perceptions of accountability.
Therefore, in order to improve accountability at all levels of government - ASPA recommends that federal, state and local governments take the following actions:
1. Establish and enforce policies and procedures that clearly describe the ethical bases for public employment and the penalties for violating them.
Adherence to such codes would result in improved accountability by public employees, especially managers, for their decisions and actions. This should result in a concomitant decrease in the need for whistle blowing aimed at exposing criminal activity, abuse of process, waste, withholding or distortion of information, and other unethical or illegal behavior.
2. Establish and enforce policies and procedures for more adequately communicating to each public employee the expectations of the governmental employer with respect to job performance, ethics, accountability, rewards, penalties, and regulations.
Since well-informed and well-supervised employees reflect good management practices, individual employees who know what is expected of them may be more likely to meet accountability standards and less likely to refuse responsibility for their performance - or to choose whistle blowing as a vehicle for communicating. Workshops and other forms of training programs are useful in helping managers and their employees cope with dissent and change.
3. Establish and enforce policies and procedures for internally reporting, investigating, assessing, and acting on allegations of illegality mismanagement waste or unethical behavior.
Complaint handling offices such as inspectors general and other appropriate mechanisms should be created and adequately supported to receive, and promptly and objectively, investigate internal allegations of wrong doing in order to diminish the need for the public gesture of whistle blowing. To be effective as well as efficient, such offices must inspire the trust and confidence of both managers and employees to avoid the aura of police-state intimidation by tending first to accuse or impugn the motives of the person making the allegation.
4. Establish and enforce policies and procedures that permit and encourage legitimate dissent and constructive criticism and protect dissenters from retaliation.
Many public employees take an oath of office to uphold, obey, and enforce the law in accordance with their sworn responsibilities. Therefore, perceived violations of that oath which result in differences of opinion about wrongdoing should be viewed as manifestations of account ability, rather than as rejections of supervisory authority unless proven otherwise.
5. Create and support dissent channels to permit contrary or alternative views on policy issues to be reviewed at a higher level.
Where disaffection grows not from allegations of wrongdoing but from honest professional disagreement over policy decisions, what converts the grieved dissenter into an angry whistle blowing is often the lack of any channel for additional senior review of the policy dispute. Good public administration in any institution includes provision for such open review at higher levels. Equating productive dissent or constructive criticism with disloyalty violates democratic principles of free speech and tends to discourage accountability, creativity and standards of excellence.
6. Establish and enforce policies and procedures that require management to focus on the message rather than the messenger when an employee expresses either substantive dissent as a professional difference of opinion or makes a allegation of wrongdoing.
In most instances, whistle blowing nay be averted by giving serious consideration to the merits of the message and by taking appropriate and timely action. By focusing only on the assumed motivations of dissenters or whistle blowers, attention is diverted from the substance of their dissent or the merits of their allegations, to the detriment of the or-
7. Create and use program evaluation, monitoring and other oversight methods to increase and improve the availability of reliable information for decision making.
Top management needs accurate and timely information produced by competent staff who are encouraged to make recommendations and to energetically advocate them without fear of reprisal. Since an organizational pattern of absent, distorted, or unnecessarily suppressed information tends to produce demands for such information on the grounds of accountability, the systematic collection, analysis, dissemination, and use of verified facts should help to diminish or eliminate the motivation to blow the whistle.
The American Society for Public Administration seeks to improve the quality of human life through more effective, efficient, compassionate, and trustworthy public service. Throughout its history, ASPA has supported improved management and program performance in all branches and among all levels of government. ASPA's commitment to excellence in government acknowledges the principles that any organization should be subject to an appeal to determine the fairness of its actions and that ultimate accountability rests with the citizenry. As such, ASPA supports the intergovernmental and institutionalized due process system which provides accountability through evaluation and oversight of the actions of public organizations and employees.
At times, however, these institutional oversight mechanisms may provide inadequate protection for the public, particularly in cases of certain types of hidden corruption, criminal activities, discrimination, or administrative excess.
Sometimes, public employees who become aware of organizational or employee activities which have potentially harmful consequences to the public face a moral dilemma. What should they do? Should they ignore the situation? Should they bring the situation to the attention of an appropriate source within the organization? Or should they bring the situation to the attention of a third party? Employees who choose to disclose previously hidden aspects of organizational and public employee activities have been called whistle blowers. The American Society for Public Administration selected whistle blowing as a subject of study because the debate over this growing phenomenon more often than not has centered on whether or not one is either for or against whistle blowing and external processes rather than focusing on its causes and remedies.
To some, whistle blowing is considered to be an ultimate expression of accountability. To others, whistle blowing is the spiteful behavior of disgruntled employees and an act of organizational disloyalty. ASPA focused on factors which tend to produce whistle blowing and the need to establish standards of accountability for whistle blowers, organizations, and the third parties which assist the whistle blowers.
Responsibilities of Public Agencies to Maintain Accountability to the Public
Federal, state, aid local governments as well as all public institutions should recongize the need to be accountable to the public by creating responsive administrative environments. All public agencies should establish and enforce policies and procedures to encourage internal reporting by employees and to assure the investigation of responsible and reasonable criticisms from employees without recrimination.
In addition, organizations should protect from retaliation responsible and conscientious public employees who, after much forethought, disclose information about situations potentially harmful to the public interest. Agencies should focus on the message rather than the messenger.
Some Obligations of Public Employees
Public employees have a serious obligation to themselves to exercise their conscience in a responsible and judicious manner. Public employees must also remember their ultimate accountability to the public, Because of the serious consequences of their actions, public employees should avoid frivolous, irresponsible, or false criticism of government.
Given the increasing public interest in the subject, the Task Force on Whistle blowing urges prompt adoption of the statement by the ASPA Policy Issues Committee and the National Council. The task force also recommends:
- that ASPA's president and National Council hold a press conference when appropriate concerning this statement.
- that copies of the statement be distributed to newspapers, magazines, radio and television stations and other mass communications media;
- that the statement be published in its entirety in the Public Administration Times;
- that copies of the statement be sent to the president, to members of Congress, and be made available to state and local governments;
- that the statement be sent to other public interest professional associations urging them to endorse the position statement and its implementation;
- that the president of ASPA institute appropriate procedures to evaluate the effectiveness and the Implementation of this policy and report back to the National Council in 1981.
Policy Issues Committee
Revised November 30, 1979
Adopted by the National Council on December 2, 1979
American Society for Public Administration Code of Ethics and Implementation Guidelines
Demonstrate the highest standards of personal integrity, truthfulness, honesty and fortitude in all our public activities in order to inspire public confidence and trust in public institutions.
Perceptions of others are critical to the reputation of an individual or a public agency. Nothing is more important to public administrators than the public's opinion about their honesty, truthfulness, and personal integrity. It overshadows competence as the premier value sought by citizens in their public officials and employees. Any individual or collective compromise with respect to these character traits can damage the ability of an agency to perform its tasks or accomplish its mission. The reputation of the administrator may be tarnished. Effectiveness may be impaired. A career or careers may be destroyed. The best insurance against loss of public confidence is adherence to the highest standards of honesty, truthfulness and fortitude.
Public administrators are obliged to develop civic virtues because of the public responsibilities they have sought and obtained. Respect for the truth, for fairly dealing with others, for sensitivity to rights and responsibilities of citizens, and for the public good must be generated and carefully nurtured and matured.
If you are responsible for the performance of others, share with them the reasons for the importance of integrity. Hold them to high ethical standards and teach them the moral as well as the financial responsibility for public funds under their care.
If you are responsible only for your own performance, do not compromise your honesty and integrity for advancement, honors, or personal gain. Be discreet, respectful of proper authority and your appointed or elected superiors, sensitive to the expectations and the values of the public you serve. Practice the golden rule: doing to and for others what you would have done to and for you in similar circumstances. Be modest about your talents, letting your work speak for you. Be generous in your praise of the good work of your fellow workers. Guard the public purse as if it were your own.
Whether you are an official or an employee, by your own example give testimony to your regard for the rights of others. Acknowledge their legitimate responsibilities, and don't trespass upon them. Concede gracefully, quickly, and publicly when you have erred. Be fair and sensitive to those who have not fared well in their dealings with your agency and its applications of the law, regulations, or administrative procedures.
Serve in such a way that we do not realize undue personal gain from the performance of our official duties.
The only gains you should seek from public employment are salaries, fringe benefits, respect, and recognition for your work. Your personal gains may also include the pleasure of doing a good job, helping the public, and achieving your career goals. No elected or appointed public servant should borrow or accept gifts from staff of any corporation which buys services from, or sells to, or is regulated by, his or her governmental agency. If your work brings you in frequent contact with contractors supplying the government, be sure you pay for your own expenses. Public property, funds, and power should never be directed toward personal or political gain. Make it clear by your own actions that you will not tolerate any use of public funds to benefit yourself, your fancily, or your friends.
Avoid any interest or activity which is in conflict with the conduct of our official duties.
Public employees should not undertake any task which is in conflict or could be viewed as in conflict with job responsibilities.
This general statement addresses a fundamental principle that public employees are trustees for all the people. This means that the people have a right to expect public employees to act as surrogates for the entire people with fairness toward all the people and not a few or a limited group.
Actions or inactions which conflict with, injure, or destroy this foundation of trust between the people and their surrogates must be avoided.
Ironically, experience indicates that conflict of interest and corruption often arise not from an external affront, but as a result of interaction between persons who know each other very well. To strengthen resistance to conflict of interest, public employees should avoid frequent social contact with persons who come under their regulation or persons who wish to sell products or services to their agency or institution.
Agencies with inspectional or investigative responsibilities have a special obligation to reduce vulnerability to conflict of interest. Periodic staff rotation may be helpful to these agencies.
Individuals holding a position recognized by law or regulation as an unclassified or political appointment (e.g. Cabinet level and Govemor's appointment positions) have a special obligation to behave in ways which do not suggest that official acts are driven primarily or only by partisan political concerns.
Public employees should remember that despite whatever preventive steps they might take, situations which hold the possibility for conflict of interest will always emerge. Consequently, the awareness of the potentiality of conflict of interest is important. Public employees, particularly professors in public administration, have a serious obligation to periodically stimulate discussion on conflicts of interest within organizations, schools, and professional associations.
Support, implement, and promote merit employment and programs of affirmative action to assure equal employment opportunity by our recruitment, selection, and advancement of qualified persons from all elements of society.
Oppose any discrimination because of race, color, religion, sex, national origin, political affiliation, physical handicaps, age, or marital status, in all aspects of personnel policy. Likewise, a person's life-style should not be the occasion for discrimination if it bears no reasonable relation to his or her ability to perform required tasks.
Review employment and personnel operations and statistics to identify the impact of organizational practices on "protected groups." Performance standards should apply equally to all workers. In the event of cutbacks of staff, managers should employ fair criteria for selection of employees for separation, and humane strategies for administering the program.
Any kind of sexual, racial, or religious harassment should not be allowed. Appropriate channels should be provided for harassed persons to state their problems to objective officials. In the event of a proven offense, appropriate action should be taken.
Eliminate all forms of illegal discrimination, fraud, and mismanagement of public funds, and support colleagues if they are in difficulty because of responsible efforts to correct such discrimination, fraud, mismanagement or abuse.
If you are a supervisor, you should not only be alert that no illegal action issues from or is sponsored by your immediate office, you should inform your subordinates at regular intervals that you will tolerate no illegalities in their offices and discuss the reasons for the position with them. Public employees who have good reason to suspect illegal action in any public agency should seek assistance in how to channel information regarding the matter to appropriate authorities.
All public servants should support authorized investigative agencies, the General Accounting Office in the federal government, auditors in the state or large local governments, C. P.A. firms or federal or state auditors in many other cases. We should support the concept of independent auditors reporting to committees independent of management. Good fiscal and management controls and inspections are important protections for supervisors, staff, and the public interest.
In both government and business, inadequate equipment, software, procedures, supervision, and poor security controls make possible both intentional and unintentional misconduct. Managers have an ethical obligation to seek adequate equipment, software, procedures, and controls to reduce the agency's vulnerability to misconduct. When an agency dispenses exemptions from regulations, or abatement of taxes or fees, managers should assure periodic investigatory checks.
The "whistle blower" who appears to his/her immediate superiors to be disloyal, may actually be loyal to the higher interests of the public. If so, the whistle blower deserves support. Local, state, and federal governments should establish effective dissent channels to which whistle blowers may report their concerns without fear of identification.
Supervisors should inform their staff that constructive criticism may be brought to them without reprisal, or may be carried to an ombudsman or other designated official. As a last resort, public employees have a right to make public their criticism but it is the personal and professional responsibility of the critic to advance only well-founded criticism.
Serve the public with respect, concern, courtesy, and responsiveness, recognizing that service to the public is beyond service to oneself.
Be sure your answers to questions on public policy are complete, understandable, and true. Try to develop in your staff a goal of courteous conduct with citizens. Devise a simple system to ensure that your staff gives helpful and pleasant service to the public. Wherever possible, show citizens how to avoid mistakes in their relations with government.
Each citizen's questions should be answered as thoughtfully and as fully as possible. If you or your staff do not know the answer to a question, an effort should be made to get an answer or to help the citizen make direct contact with the appropriate office.
Part of servicing the public responsively is to encourage citizen cooperation and to involve civic groups. Administrators have an ethical responsibility to bring citizens into work with the government as far as practical, both to secure citizen support of government, and for the economies or increased effectiveness which will result. Respect the right of the public (through the media) to know what is going on in your agency even though you know queries may be raised for partisan or other nonpublic purposes.
Strive for personal professional excellence and encourage the professional development of our associates and those seeking to enter the field of public administration.
Staff members, throughout their careers, should be encouraged to participate in professional activities and associations such as ASPA. They should also be reminded of the importance of doing a good job and their responsibility to improve the public service.
Administrators should make time to meet with students periodically and to provide a bridge between classroom studies and the realities of public jobs. Administrators should also lend their support to well planned internship programs.
Approach our organization and operational duties with a positive attitude and constructively support open communication, creativity, dedication, and compassion.
Americans expect government to be compassionate, well organized, and operating within the law. Public employees should understand the purpose of their agency and the role they play in achieving that purpose. Dedication and creativity of staff members will flow from a sense of purpose.
ASPA members should strive to create a -work environment which supports positive and constructive attitudes among workers at all levels. This open environment should permit employees to comment on work activities without fear of reprisal. In addition, managers can strengthen this open environment by establishing procedures ensuring thoughtful and objective review of employee concerns.
Respect and protect the privileged information to which we have access in the course of official duties.
Much information in public offices is privileged for reasons of national security, or because of laws or ordinances. If you talk with colleagues about privileged matters, be sure they need the information and you enjoin them to secrecy. If the work is important enough to be classified, learn and follow the rules set by the security agency. Special care must be taken to secure access to confidential information stored on computers. Sometimes information needs to be withheld from the individual citizen or general public to prevent disturbances of the peace. It should be withheld only if there is a possibility of dangerous or illegal or unprofessional consequences of releasing information.
Where other governmental agencies have a legitimate public service need for information possessed by an agency, do all you can to cooperate, within the limits of statute law, administrative regulations, and promises made to those who furnish the information.
Exercise whatever discretionary authority we have under law to promote the public interest.
If your work involved discretionary decisions, you should first secure policy guidelines from your supervisor. You should then make sure that all staff who "need to know" are informed of these policies and have an opportunity to discuss the means of putting them into effect.
There are occasions when a law is unenforceable or has become obsolete; in such cases you should recommend to your superior or to the legislative body that the law be modernized. If an obsolete law remains in effect, the manager or highest official should determine if the law is or is not to be enforced, after consultation with the agency's legal advisor.
There are occasions where a lower level employee must be given considerable discretion. Try to see that such employees are adequately trained for their difficult tasks.
Tell yourself and your staff quite frequently that every decision creates a precedent, so the first decision on a point should be ethically sound; this is the best protection for staff as well as for the public.
Accept as a personal duty the responsibility to keep up to date on emerging issues and to administer the public's business with professional competence, fairness, impartiality, efficiency, and effectiveness.
Administrators should attend professional meetings, read books and periodicals related to their field, and talk with specialists. The goal is to keep informed about the present and future issues and problems in their professional field and organization in order to take advantage of opportunities and avoid problems.
Serious mistakes in public administration have been made by people who did their jobs conscientiously but failed to look ahead for emerging problems and issues. A long list of washed out dams, fatal mine accidents, fires in poorly inspected buildings, inadequate computer systems, or economic disasters are results of not looking ahead. ASPA members should be catalysts to stimulate discussion and reflection about improving efficiency and effectiveness of public services.
Respect, support, study, and when necessary, work to improve federal and state constitutions and other laws which define the relationships among public agencies, employees, clients, and all citizens.
Familiarize yourself with principles of American constitutional government. As a citizen, work for legislation which is in the public interest.
Teach constitutional principles of equality and fairness.
Strive for clear division of functions between different levels of government, between different bureaus or departments, and between government and its citizens. Cooperate as fully as possible with all agencies of government, especially those with overlapping responsibilities. Do not let parochial agency or institutional loyalty drown out considerations of wider public policy.
ASPA's Code of Ethics and Implementation Guidelines was adopted by ASPA National Council March 27, 1985. The original Code of Ethics was approved by ASPA's National Council April 8,1984.
Ethical Guidelines of the American Mathematical Society
This article is being reprinted to include information that was inadvertently omitted when the article first appeared in April 1994 Notices. Details on how to submit comments and suggestions regarding the proposed guidelines now appear in paragraph two of the article below.
The Council of the AMS is seeking comments on a set of ethical guidelines drafted by the ad hoc Committee on Professional Responsibility. The proposed guidelines and some introductory material are presented here.
The Council of the American Mathematical Society, in response to several cases in the mathematical community alleging serious breaches of professional ethics and perceive in 2 the need of a national professional society for a code of ethics, resolved in March 1992 to establish a Committee (later called the ad hoc Advisory Committee on Professional Responsibility) to make recommendations concerning the role of the Society. The committee consisted of Murray Gerstenhaber; Frank Gilfeather: Linda Keen. chair: and Elliott Lieb. After reviewing the statements on ethics published by other societies, one recommendation of this committee was that the Society should promulgate a set of ethical guidelines. a preliminary draft of which was submitted by the Committee to the Council in January 1995 and which is printed here by vote of the Council in order to solicit comments.
All members of the mathematical community are encouraged to examine carefully these proposed guidelines. Comments and suggestions should be addressed in writing to: Chair, ad hoc Committee on Professional Ethics. c/o Prof. Robert Fossum, secretary, American Mathematical Society. Department of Mathematics. University of Illinois. 1409 W. Green St.. Urbana, IL 61801-2975. The Committee will examine all comments received by the secretary before September 30, 1994. Proposed final wording revised in light of these comments, will be submitted to the Council in January, 1995.
To assist in its chartered goal, ". . . the furtherance of' the interests of mathematical scholarship and research and to help in the preservation of that atmosphere of mutual trust and ethical behavior required for science to prosper, the American Mathematical Society, through its Council, sets forth the following guidelines. While the Society speaks only for itself, these (guidelines reflect its expectations of behavior both for its members and for all members of the wider mathematical community, including institutions engaged in the education or employment of mathematicians or in the publication of mathematics. The guidelines are not a complete expression of the principles that underlie them but will, it is expected. be modified and amplified by events and experience.
The American Mathematical Society, through its Committee on Professional Ethics (COPE), accepts the responsibility of providing an avenue of redress for individual members injured in their capacity as mathematicians by violations of its ethical principles.
I. Mathematical Research and Its Presentation
The public reputation for honesty and integrity of the mathematical community and of the Society is its collective treasure, and its publication record is its legacy.
The correct attribution of mathematical results is essential, both as it encourages creativity by benefiting the creator whose career may depend on the recognition of the work and as it informs the community of when, where, and sometimes how original ideas have entered into the chain of mathematical thought. To that end mathematicians have certain responsibilities which include the following g: To be knowledgeable; to be aware of related work; to be certain of the originality of their own work; to give proper credit even to unpublished sources because the knowledge that something is true or false is valuable, however it is obtained; to use no language that suppresses or improperly detracts from the work of others; and to correct in a timely way or withdraw work that is erroneous or previously published. On appropriate occasion it may be desirable to offer or accept joint authorship when Independent researchers find that they have produced identical results. However, the authors listed for a paper must all have made a significant contribution to its content, and all who have made such a contribution must be offered the opportunity to be listed as an author. A claim of independence may not be based on ignorance of well-disseminated results' and it must be convincing. A mathematician may not claim a result in advance of its achievement, for that injures the community by restraining those working toward the same goal. Publication of results that are announced must not be unreasonably delayed.
Because the free exchange of ideas necessary to promote research is possible only when every individual's contribution is properly recognized, the Society will not knowingly publish anything that violates this principle. and it will seek to expose violations anywhere in the mathematical community.
II. Social Responsibility of Mathematicians
The Society promotes mathematical research together with its unrestricted dissemination and to that end encourages all and will strive to afford equal opportunity to all to engage in this endeavor. Mathematical ability must be respected wherever it is found. without regard to race, gender, ethnicity, sexual orientation, or religious or political belief.
The growing importance of mathematics in society at large and of public funding of mathematics may increasingly place members of the mathematical community in conflicts of interests. Even the appearance of bias in reviewing, refereeing, or in funding decisions must be scrupulously avoided. particularly where decisions may affect one's own research. that of close colleagues, or of one's students: in extreme cases one must withdraw.
Any relevant relationship between a person asked for a report and someone named in it. whether or not it involves funding should be explicitly revealed
A reference or referee's report fully and accurately reflecting the writer's views is often given only on the understanding that it be confidential or that the name of the writer be withheld from certain interested parties; therefore, a request for a reference or report must be assumed unless there is a statement to the contrary, to carry an implicit promise of confidentiality or anonymity which must be carefully kept unless negated by law. The writer of the reply must respond fairly, withhold no essential information of which the writer is aware, and keep confidential any privileged information. personal or mathematical, which the writer receives. When information received with the request substantially affects the writer's own work, the report must reveal that fact. If the requesting individual, institution, agency, or company becomes aware that confidentiality or anonymity cannot be maintained, that must immediately be communicated and, if known in advance, must be stated in the original request.
Where choices must be made and conflicts are unavoidable, as with editors or those who decide on appointments or promotions, it is essential to keep careful records which. even if held confidential at the time, would, when opened, demonstrate that the process was indeed fair.
Freedom to publish must sometimes yield to security concerns, but mathematicians should resist excessive secrecy demands, whether by government or private institutions.
In those instances where mathematics impacts on the "real world" it is the duty of mathematicians to disclose to their employers and to the public. if necessary, the implications of their work, particularly when the impact may be on the public health, safety, or general welfare. This includes disclosing knowledge of false or overblown claims.
It is the duty of individual mathematicians to reveal unethical professional acts or practices of which they may have knowledge. When this may bring retaliation, the Society is obligated to help protect the "whistleblower", particularly when the complaint has been made to the Society.
III. Education and Granting of Degrees
Holding a Ph.D. degree is virtually indispensable to an academic career in mathematics and is becoming increasingly important as a certificate of competence in the wider job market. An institution granting a degree in mathematics is certifying that competence and must take full responsibility for it by insuring the high level and originality of the thesis work and sufficient knowledge by the recipient of important branches of mathematics outside the scope of the thesis. A thesis must adhere to the same rules as a publication and should be Publishable in a recognized journal. When. despite diligent search by the candidate and without the candidate's knowledge or fault, the work is found to have been anticipated in the literature. the degree should be Granted. But when there is evidence of plagiarism, it must be carefully investigated, even if it comes to light after granting the degree, and. if proven, the degree should be revoked.
The Society will not publish. print. promote. or aid in the publishing. printing. or promoting of any research journal where there is some criterion for acceptance of a paper other than its content. It will promote the quick refereeing and timely publication of articles accepted to its journals.
Editors are responsible for the timely refereeing of articles and must judge articles by the state of knowledge at the time of submission.
If the contents of a paper become known in advance of publication solely as a result of its submission to or handling by a journal. and if a second paper based on knowledge of the privileged information is received anywhere by an editor aware of the facts. then unless the first author agrees the editor must refuse or delay publication of the second paper until after publication of the first.
At the time a manuscript is submitted editors should notify authors whenever a large backlog of accepted papers may produce inordinate delay in publication; notice of these backlogs should also be published openly. A journal may not delay publication of a paper for reasons of an editor's self-interest or of any interest other than the author's. Editors must be given and accept full scientific responsibility for their journals; when a demand is made by an outside agency for prior review or censorship of so-called "sensitive" articles, that demand must be resisted, and, in any event, knowledge of the demand must be made public.
All mathematical publishers. particularly those who draw without charge on the resources of the mathematical community through the use of unpaid editors and referees, must recognize that they have made a compact with the community to disseminate information, and that compact must be weighed in their business decisions.
Both editors and referees must respect the confidentiality of materials submitted to them unless these have previously been made public and above all may not appropriate to themselves ideas in work submitted to them or do anything that would impair the rights of authors to the fruits of their labors. Editors must preserve the anonymity of referees unless there is a credible allegation of misuse.
These are ethical obligations of all persons or organizations controlling mathematical publications, whatever their designation.
Principles for Those in Research and Experimentation
The Australian Council for International Development (ACFID) is the peak council of Australian non-government organisations which aim to promote conditions of sustainable human development in which people are able to enjoy a full range of human rights, fulfil their needs free from poverty, and live in dignity.
A key purpose of ACFID is to equip and encourage members to observe the highest ethical standards in all their activities, including strict observance of the ACFID Code of Conduct (‘the Code’).
The Code is a voluntary, self-regulatory sector code of good practice that aims to improve international development outcomes and increase stakeholder trust by enhancing the transparency and accountability of signatory organisations. It was developed in 1997 and comprehensively revised in 2010.
All ACFID members are signatories to the Code, however not all signatories are ACFID members.
A Code of Conduct Committee monitors adherence to the Code and investigates complaints, which may be brought by any member of the public. Development of policies and procedures to comply with the Code will be appropriate to the size and complexity of the organisation and the extent of their operations.
Signatory organisations are diverse and their particular circumstances are reflected in their unique approach to aid and development. They also share values that underpin their work in aid and developmentand that inform this Code. All signatory organisations are committed to:
1. Sustainable, fair and equitable solutions that address the root causes and symptoms of poverty and disadvantage;
2. Accountability to all their stakeholders for their performance and integrity;
3. Building creative and trusting relationships with the communities in which they work:
■ based on an understanding of their history and culture
■ giving priority to their interests
■ involving them to the maximum extent possible in the design, implementation
and evaluation of projects and programs, encouraging self-reliance, and
■ valuing men and women, boys and girls in ways that respect the dignity, uniqueness and intrinsic worth of every person.
4. Active learning, innovating and continuously improving their aid and development work;
5. Honesty and transparency in all their dealings;
6. Respecting, protecting and promoting internationally recognised human rights including civil and political, economic, social and cultural rights and with particular emphasis on gender equality, the protection of children, people with a disability and the rights of minorities and vulnerable and marginalised groups;
7. Environmental sustainability in both their aid and development and domestic operations;
8. Strengthening civil society in Australia and the countries where they work.
Program Principles – including Obligations for effectiveness in aid and development activities, human rights and working with partner agencies.
Public engagement – including Obligations on the signatory organisation to be ethical and transparent in marketing, fundraising and reporting.
Organisation – including Obligations for governance, management, financial controls, treatment of staff and volunteers, complaints handling processes and compliance with legal requirements.
Each Principle is a statement of intent that links to the values framed in the Preamble. The specific requirements of signatory organisations are set out in the numbered obligations.
The Implementation Guidance complements the ACFID Code of Conduct and provides some assistance with compliance. Unlike the Principles and Obligations set out in the Code, the Guidance is not contractually binding, unless specific reference is made to it in the Obligations.
The Code of Conduct will adapt over time to meet the changing environment, the needs of stakeholders and emerging good practice from within the sector.
Assessment of compliance
Assessment of signatory compliance with the Code is provided by:
1. Commitment to the Code Principles;
2. Public disclosure of relevant aspects of the Code standards;
3. Annual self-assessment by the signatory organisation’s governing body;
4. Verification of compliance with selected aspects of the Code by the ACFID Code of Conduct Committee – on application and periodical checking; and
5. An independent complaints handling and discipline process.
Accountability – PROGRAM PRINCIPlES
Section - Effective aid and development
B. PROGRAM PRINCIPLES
Section B.1 Effective aid and development
Aid and development refers to activities undertaken in order to reduce poverty and address global justice issues. In the non government organisation sector, this may occur through a range of engagements that includes community projects, emergency management, community education, advocacy, volunteer sending, provision of technical and professional services and resources, environmental protection and restoration, and promotion and protection of human rights.
Not all of these aid and development activities are undertaken by signatories however these Principles form the basis of effective work in all of these areas.
Principle B.1.1 Accountability to primary stakeholders
Signatory organisations will ensure that their purpose and processes are shaped by stakeholders and that their work is open to review and comment by partners and participants alike. In all instances those directly affected by aid and development activities are considered the primary stakeholders and their views afforded the highest priority.
1. Signatory organisations will prioritise accountability to local people and those directly affected by aid and development activities, prioritising their needs and rights with specific reference to gender, age, disability and other identified vulnerabilities.
2. Signatory organisations will seek the genuine, informed, consensual participation of local people and their representatives in aid and development activities, ensuring that they have the opportunity to authentically contribute to the design, implementation, monitoring and evaluation of these activities.
3. Signatory organisations will analyse the needs and expectations of key stakeholders in all aid and development activities, pursuing informed and balanced accountability to each.
Principle B.1.2 Quality approach
Signatory organisations will apply a quality approach to the design, implementation, monitoring and evaluation of aid and development activity that emphasises relationships, learning, adaptation and impact.
1. Signatory organisations will focus on building and maintaining strong, honest and robust relationships with their partners in development, the local people and organisations with which they work.
2. Signatory organisations will focus on the impact of their activity and will use the information gained in monitoring and evaluation to improve aid and development processes and outcomes over time.
3. Signatory organisations will ensure that they have analysed and understood the context in which planned activities will occur and will continue to review their understanding as the context changes.
4. Signatory organisations will set out a clear purpose and objectives for all aid and development activity including consideration of the timeframe, sustainability of the activity and its impacts beyond their involvement.
Principle B.1.3 Consistency with vision, purpose and values
Signatory organisations will ensure that their aid and development activities are clearly aligned with the vision, purpose and values of their organisation and that these are clearly communicated in their relationships with all stakeholders.
1. Signatory organisations will ensure that their aid and development activities are consistent with the vision, purpose and values of the organisation.
2. Signatory organisations will communicate their core and shared values in their relationships with all stakeholders.
Principle B.1.4 Addressing gender
Signatory organisations are committed to addressing the effect of gender inequalities and inequities as being fundamental to attainment of human rights for all and the effectiveness of their aid and development activity.
1. Signatory organisations will ensure that an appropriate focus is given to understanding and addressing gender issues in their aid and development program design, implementation, monitoring and evaluation cycles.
2. Signatory organisations will also work to assist partners to become aware and supportive of signatory organisation’s commitment to deal with gender issues in their aid and development activity.
Principle B.1.5 Non-development activity
Funds and other resources designated for the purpose of aid and development will be used only for those purposes and will not be used to promote a particular religious adherence or to support a political party, or to promote a candidate or organisation affiliated to a particularparty.
1. Signatory organisations will have clear separation – through policy or guidelines – between aid and development and non-aid and development objectives and activities based on the definitions of aid and development and non-aid and development activity contained in Section F (Definitions) of the Code.
2. This separation will be clear in all fundraising, programs and other activities, in public communication and in all reporting including annual reports.
3. Any fundraising solicitations that include references to both aid and development and non-development activities will provide donors with the choice of contributing to aid and development activity only.
4. Signatory organisations will ensure that any such separation in fundraising, programs and other activities, in public communication and in reporting, extends to partner and implementing organisations and is documented.
Principle B.1.6 Environmental sustainability
The aid and development activity of signatory organisations will aim to be informed by and implemented with an understanding of the environmental impact, if any, of their activities.
1. Signatory organisations will commit to conducting their aid and development activities in an environmentally sustainable way.
Section B.2 Relationships with partners
Partners are individuals, groups of people or organisations that collaborate with signatory organisations to achieve mutually agreed objectives in aid and development activities. This may include affiliates.
Principle B.2.1 mutual respect and support
The relationship between signatory organisations and their program partners will be characterised by mutual respect and by a commitment and openness to two-way learning and support.
1. The relationship between a signatory organisation and its program partners will be based on honest and transparent communication and on two-way learning which leads to continuous improvement in the development practice of both.
2. Signatory organisations will demonstrate a willingness to invest in their partner organisations to enable partners to:
a. be more effective in fulfilling their own development objectives and priorities; and
b. enhance their ability to help the signatory organisation meet its obligations under this Code in the areas of accountability to primary stakeholders, child protection, gender equity and control of funds and resources.
Principle B.2.2 Clarity in roles and responsibilities
In work undertaken with partner organisations, signatory organisations will ensure mutual clarity and agreement about the objectives of the partnership and the respective roles, responsibilities and mutual accountability mechanisms.
1. Signatory organisations will work towards having a written agreement with each of their
partners which sets out the agreed objectives of the collaborative aid and development
activity and the roles, responsibilities and obligations of each party.
2. In their communications with stakeholders, signatory organisations will appropriately
reference the role of their partners in delivering aid and development activities.
Principle B.2.3 Control of funds and resources
Signatory organisations will make every reasonable effort to ensure that funds or resources disbursed to partners or third parties are applied lawfully, in accordance with the promise to the donor, for a proper purpose and with proper controls and risk management in place.
(Australian Government legislative requirement).
1. A signatory organisation will only disburse donated funds or resources to a third party (including affiliates or partner agencies) for aid and development activities where it is satisfied that:
a. The activity is consistent with the explicit or implicit promise to the donor;
b. The activity is consistent with the signatory organisations’ strategy, objects, purpose and values;
c. The third party has the capacity to apply the funds or resources in accordance with the promise to the donor, with this Code, with the signatory organisations’ strategy, objects and purpose and with the specific instructions of the signatory organisation;
d. The funds or resources will be disbursed in accordance with relevant laws including taxation, counter terrorism financing and anti-money laundering legislation; and
e. Appropriate control and risk management mechanisms are in place to mitigate the risk of misappropriation or improper use of the funds or resources once disbursed.
Section B.3 Human rights
Principle B.3.1 Human rights in aid and development
Signatory organisations’ aid and development activity will be informed by and implemented with an understanding of the human rights dimensions of the activity.
1. Signatory organisations will ensure that they provide a commitment to internationally recognised human rights principles within their organisation.
2. Signatory organisations will ensure that their aid and development activities are consistent with respecting and protecting internationally recognised human rights including civil and political, economic, social and cultural rights.
Principle B.3.2 Rights of vulnerable and marginalised people
Signatory organisations are committed to including and addressing the needs and rights of vulnerable and marginalised people and their representatives in all aspects of their aid and development activity. These groups may include women, children, people with a disability, Indigenous Peoples, minorities, refugees and displaced people, and those most at risk of HIV and HIV positive people.
1. Signatory organisations will ensure that they respect and protect the human rights of people from vulnerable and marginalised groups and an appropriate focus is given to promoting these in their aid and development activities.
Principle B.3.3 Working with people with a disability
Signatory organisations are committed to including and addressing the rights of people with disabilities and their representatives in their aid and development activity.
1. Signatory organisations will ensure that an appropriate focus is given to understanding the rights of people with a disability and addressing these in their aid and development activities.
Principle B.3.4 Protection of children
Signatory organisations are committed to the safety and best interests of all children accessing their services and programs or involved in campaigns, voluntary support, fundraising, work experience or employment and, in particular, to minimising the risk of abuse.
1. Appropriate to their circumstances and the extent of their contact with children, signatory organisations will have a documented Child Protection Policy and procedures for dealing with children which are regularly reviewed. The Policy will be based on a considered risk assessment and as appropriate to the risk, address:
a. Development program planning and implementation;
b. Use of images and personal information for fundraising and promotion purposes;
c. Personnel recruitment including staff, volunteers, consultants and suppliers – in both Australia and overseas;
d. All applicable legal obligations including mandatory police checks where available and appropriate for all personnel who have regular contact with children;
e. Behaviour protocols or codes;
f. Education and training of personnel and communication of the policy to all stakeholders; and
g. Reporting procedures.
2. Signatory organisations that work with children will seek ways to incorporate the voices of children in shaping the development programs that affect them.
3. Signatory organisations that work with children will ensure that their complaints handling processes are child friendly.
Section B.4 Advocacy
This Section only applies to those signatory organisations that undertake advocacy work and is in addition to the Principles in Section B1 which form the basis of activities in this area.
Advocacy consists of activities undertaken to change the systemic and structural causes of poverty and disadvantage which may include popular campaigning, lobbying, research, policy positions, alliances and use of the media. It may occur both in Australia and globally. It includes the application of a set of strategies ‘conducted as part of an agency’s overall predominant purpose’ (ATO).
Principle B.4.1 Speaking from evidence
Where a signatory organisation takes on an advocacy role in Australia or globally, either alone or in partnership with others, this will be done from an evidence based position and will include the perspectives of those affected.
1. Signatory organisations will be transparent about the basis of the claims that underpin their advocacy.
2. Signatory organisations will disclose any conflicts of interest.
3. Signatory organisations will only claim to be representative when that authority has been clearly established.
4. Signatory organisations will take all reasonable steps to protect the safety and rights of affected local people during or following an advocacy campaign.
5. Signatory organisations will aim to empower those most affected by the issue in local communities to advocate for themselves.
6. Signatory organisations will seek to work with organisations representing people most affected by the issue, where possible and appropriate.
Section B.5 Emergency management
This principle only applies to those signatory organisations that undertake emergency management activities and is in addition to those Principles outlined in Section B1, which form the basis of activities in this area.
Emergency management involves plans, structures and arrangements established to engage the normal endeavours of government, voluntary and private agencies in a comprehensive and coordinated way to respond to the whole spectrum of emergency needs. This includes preparedness, mitigation, response, rehabilitation, reconstruction, development and prevention activities.
Principle B.5.1 International standards
Signatory organisations commit to providing humanitarian assistance in times of disaster, armed conflict, internal displacement and protracted crisis according to internationallyagreed standards and principles of ethical practice.
1. Signatory organisations will incorporate the principles of the Code of Conduct for the International Red Cross and Red Crescent Movement and NGOs in Disaster Relief into their work.
2. Signatory organisations will adhere to the Sphere Humanitarian Charter and Minimum Standards in Disaster Response.
3. When involved in the distribution of pharmaceuticals and other donations in kind, signatory organisations endorse the Australian Guidelines for Drug Donations to Developing Countries and will strive to reflect the principles in their practices and advocacy.
4. Signatory organisations will comply with International Humanitarian Law, Human Rights law and Refugee law and other relevant International Conventions.
5. Signatory organisations will consider the principles of the IASC Guidelines on Mental Health and Psychosocial Support in Emergency Settings.
Principle B.5.2 Coordination with other actors
Signatory organisations will coordinate their activities and work collaboratively with other actors to the greatest extent possible throughout the emergency management cycle of providing humanitarian relief.
1. Signatory organisations will aim to be active participants in existing communication and planning networks and clusters.
2. Signatory organisations will utilise the information gained from participation in networks to improve their disaster response.
C. Public Engagement
Section C.1 Integrity in marketing and reporting
Principle C.1.1 Transparency
Signatory organisations are committed to accurate and transparent communication with their stakeholders.
1. Signatory organisations will proactively make available information to stakeholders which is accurate, accessible and timely.
2. Signatories will be clear about what information they will and will not provide to stakeholders.
Principle C.1.2 Reflecting values
Marketing materials will reflect signatory organisations’ missions and values and the values of this Code.
1. Signatory organisations will ensure their marketing materials clearly reflect their organisational values and the values of this code.
Principle C.1.3 Portrayal of local people
Signatory organisations will ensure that the use of images and messages portraying women and men, boys and girls in their communications respects the dignity, values, history, religion and culture of the people portrayed.
1. Images and messages of women and men, boys and girls will present them in a dignified, respectful manner, portraying them as equal partners in the development process.
2. Images and messages will honestly portray the diversity of local people including age, disability and other marginalised groups.
3. Images and messages will honestly convey the context and complexity of the situations in which local people live.
4. Key figures in images will be informed of what the image is being used for and if possible, their permission obtained.
5. Origins of any images used will be known and any necessary permissions, including copyright releases, be held.
6. Care will be taken to ensure that the identification of or use of images of local people will not endanger the people they portray.
Principle C.2 Annual reporting
Section C.2.1 Transparency
Signatory organisations will use their annual report as a key part of their accountability to all stakeholders.
1. A written annual report will be produced and be made available to the signatory organisation’s stakeholders including their members, staff, volunteers, supporters, partner agencies, and members of the public.
2. The annual report will provide stakeholders with:
a. A description of the signatory organisation’s purpose, objectives/aims and values;
b. A plain language summary of the signatory organisation’s income and expenditure and overall financial health;
c. A description of the most significant aid and development activities undertaken during the reporting period and their impact; and
d. Information about evaluations into the effectiveness of and the learning from aid and development activity conducted by the organisation.
3. The annual report will also specifically include:
a. A report by the management and/or the governing body;
b. Financial statements prepared in accordance with the requirements of this Code;
c. A statement of commitment to full adherence to the Code;
d. d. Identification of the ability to lodge a complaint against the organisation and a point of contact; and
e. Identification of the ability to lodge a complaint for breach of the Code with the ACFID Code of Conduct Committee and a point of contact.
Principle C.2.2 Financial statements
Signatory organisations will publish financial statements in their annual report.
1. Signatory organisations will publish an annual report which will contain:
a. Financial statements prepared in accordance with the Implementation Guidance to this Principle and the Financial Definitions at Section G of the Implementation Guidance. This requirement is not withstanding any other legal or parent body requirements.
b. A reference to the availability of the full financial report (if the full financial report has not been included in the annual report).
c. An audit report on the Code of Conduct Summary Financial Report or, if the full financial report has been included in the annual report, on the full financial report.
Principle C.2.3 Access to full financial reports
Signatory organisations will ensure that in any references to financial performance,stakeholders are made aware of their right to access the full financial reports.
1. Where an organisation publishes only the Code of Conduct Summary Financial Report in their annual report the annual report will make it clear that the full financial report is available on request.
2. Any other publications that refer to financial performance, in summary, in an extract of detail or in commentary, will make it clear that the full financial report is available on request.
Section C.3 Fundraising
Principle C.3.1 legal obligations and ethical principles
Signatory organisations will abide by applicable fundraising legislation and will be aware of best practice standards in fundraising.
1. Signatory organisations will have processes and procedures in place to ensure that all legislative requirements are met in their fundraising activities.
2. Signatory organisations are encouraged to be aware of and comply with the Fundraising Institute of Australia’s Code of Ethics and Professional Conduct and their standards for the type of fundraising undertaken (eg telemarketing, direct mail, electronic, events, face-toface, grants and workplace giving).
Principle C.3.2 Truthfulness
Fundraising solicitations by or on behalf of signatory organisations will be truthful, will accurately describe the organisation's identity, purpose, programs, and needs and will only make claims which the organisation can fulfill.
1. Signatory organisations will ensure that staff, volunteers and contractors are aware of the requirement that fundraising solicitations must be truthful.
2. Fundraising materials and solicitations will accurately identify the organisation’s name, address, Australian Business Number and purposes.
3. Fundraising solicitations will clearly state if there is a specific purpose for the donations (see also Non-development activity at Principle B.1.5 and Control of funds and resources at B.2.3) and Advocacy at B.4).
4. Fundraising materials and solicitations will, in particular, avoid material omissions, exaggerations of fact, misleading visual portrayals and overstating either the need or what a donor’s response may achieve.
5. Solicitations should accurately portray intended recipients, their situations and the potential solutions.
Principle C.3.3 Responsibility
Signatory organisations will be responsible for all fundraising activities outsourced to a third party and will put all such contracts and agreements in writing.
1. Signatory organisations will ensure that all contracts for fundraising meet the applicable legislative and regulatory requirements.
2. Signatory organisations will have written contracts with third-party fundraisers that specify the expectations, responsibilities and obligations of each party.
3. Signatory organisations will ensure that any form of fundraising undertaken by a third party clearly identifies the signatory organisation as the beneficiary of the funds.
Principle C.3.4 Protection for donors
In all fundraising activities conducted by or authorised by signatory organisations, there will be policies and procedures in place to protect the rights of donors.
1. Signatory organisations will have policies and procedures in place to ensure that the privacy of donors or potential donors is protected (consistent with the Privacy Act 1988), including the right to:
a. Have their names deleted or suppressed from mailing lists, including those that the organisation intends to share;
b. Identify collectors, see documentation confirming their bona fides and know whether they are volunteers, paid staff or agents of the organisation; and
c. Be informed about the purposes for which funds are being raised and be able to access information on programs supported by their donation.
Principle C.3.5 Acceptance of donations
Signatory organisations will ensure that decisions to accept or reject donations supports the purpose of the organisation.
1. The governing body of the signatory organisation will have a position on acceptance
and refusal of funds.
Principle C.3.6 Application of donated funds
In public fundraising for a specific purpose, signatory organisations will have a plan for handling any excess and for substantiating the application of donors’ funds.
1. Signatory organisations will ensure that when fundraising for specific purposes they will have a plan for use of any excess funding and make this known at the commencement of the fundraising appeal.
2. Signatory organisations will maintain financial records that enable substantiation of application of donor funds and will provide this on request.
Principle C.3.7 Disclosure of fundraising and administration costs
Any use by signatory organisations of expenditure ratios (e.g. percentage of funds spent on administration and fundraising costs) will truthfully and transparently disclose all costs incurred in the donation program.
1. Signatory organisations should not give the impression that fundraising has no costs nor that aid and development programs have no administrative component.
2. If using financial ratios, signatory organisations will comply with the Financial Reporting Implementation Guidance at C.2.2 and the Financial Definitions at Section G of the Implementation Guidance.
3. Signatory organisations will fully and accurately disclose to the public their fundraising and any administration costs incurred, and will reflect this in financial ratios, if used, in publications and marketing material.
4. Signatory organisations will accompany any use of ratios with a note explaining how these have been determined.
Section D.1 Structure
Principle D.1.1 Public benefit
Signatory organisations are not-for-profit and formed voluntarily by a group of interestedpeople for a common purpose that serves a public benefit and is not carried on for the profit or gain of individual members.
1. The signatory organisation’s governing instrument(s) will clearly indicate the not for profit purpose and character of the organisation and the public benefit to which it is dedicated.
2. The organisation may make and retain or invest a surplus, provided that surplus is directed to carrying out the organisation’s purposes.
3. The governance instrument(s) will prevent the organisation from distributing profits or assets for the benefit of members or other private persons, both during operation and on winding up.
Section D.2 Integrity and ethics
Principle D.2.1 legal requirements
It is the responsibility of each signatory organisation to ensure that they are meeting the range of legal obligations that are applicable to them in each jurisdiction in which they work.
1. The governing bodies of signatory organisations will ensure that their organisations have in place compliance systems and processes to ensure that their legal obligations are being met in each jurisdiction where work is carried out.
Principle D.2.2 Respect for other NGOs
Signatory organisations will ensure that their public communication is respectful of other NGOs. They will not denigrate other agencies, or make inaccurate or misleading public statements regarding other agencies.
1. Signatory organisations will ensure that any communication regarding another NGO will be factually accurate and will not intentionally or otherwise mislead.
2. Signatory organisations will not make statements about other NGOs with the intention of creating a reputational or other advantage for themselves.
Principle D.2.3 Anti-fraud and anti-corruption
Signatory organisations will minimise any risk of wrongdoing, corruption, fraud, bribery or other financial impropriety among its governing body, paid staff, contractors, volunteers and partner organisations.
The governing bodies of signatory organisations will ensure that their organisations:
1. Articulate their stance against any wrongdoing, ensure that their ways of working actively minimise the risk of operational wrongdoing and monitor for evidence of wrongdoing.
2. Have internal and external processes for safe reporting of wrongdoing (‘whistle blowing’) that include:
a. Publicised points of confidential contact (including at least one member of the governing body);
b. A process for investigation and escalation; and
c. Prescribed timeframes for investigation and response.
3. Take prompt, firm corrective action where wrongdoing is identified.
Principle D.2.4 Conflicts of interest
The governing body of signatory organisations will ensure that their organisations manage any real or perceived conflicts of interest for their governing body, paid staff, volunteers and partners.
1. Signatory organisations will have a clear conflict of interest process that:
a. Requires members of the governing body, paid staff, and volunteers to disclose any real or perceived conflict of interest or any affiliation they have with an actual or potential supplier of goods and services, recipient of grant funds or organisation with competing or conflicting objectives.
b. Requires members of the governing body and paid staff to absent themselves from discussion, as appropriate, and abstain from voting or otherwise participating in the decision making on any issue in which they have a conflict of interest.
c. Requires members of the governing body, paid staff, and volunteers to disclose any material gifts or offers of gifts for their personal use and prohibits them from accepting valuable or otherwise inappropriate gifts.
Principle D.2.5 Environmental impact of operations
Signatory organisations will aim to operate their domestic operations in an environmentally sustainable way.
1. Signatory organisations will aim to reduce the environmental impact of their domestic
Section D.3 Governance
Principle D.3.1 Governing instrument
Signatory organisations will have written documentation (called a governing instrument in the Code) that sets out the goals and purpose of the organisation and defines how it operates.
1. A signatory organisation's governing instrument will set out:
a. The organisation's basic goals and purposes;
b. The membership of the organisation and members’ rights and obligations;
c. The governance structure and processes of the organisation;
d. The frequency and processes for meetings of members (at least annually);
e. The method of appointment/election of governors, their terms of office, any provisions for termination and, where applicable, the basis for their remuneration (details may be specified in a separate policy);
f. The rules for meetings of the governing body, including the frequency of meetings (at least two a year) and the size of a quorum;
g. The powers and responsibilities of the governing body including a statement of the overall responsibility of the governing body;
h. The strategic control (e.g. approving business plan, appointing the CEO) of the governing body;
i. The financial control (eg. approving budgets, receiving audited financial accounts and appointing the auditor) of the governing body;
j. The power of the governing body to delegate authority to officers, staff and others.
2. The governing instrument will be readily accessible to members and supporters.
3. The governing instrument will comply with the relevant Australian (Commonwealth and State/Territory) legislative requirements.
Principle D.3.2 Governing body
Each signatory organisation will have a governing body that has ultimate responsibility for all aspects of the organisation and to whom the organisation is accountable.
1. A signatory organisation's governing body will be elected or appointed by members from within the organisation’s body of membership and/or supporters and will be accountable to them.
2. The governing body must have a majority of non-staff (non executive) members.
3. The governing body may delegate authority to staff or others, but may not delegate its overall responsibility.
4. Where authority is delegated to management or others, there will be clearly defined lines of authority between the governing body and those granted the authority.
5. The respective roles and responsibilities of the governing body, staff and management will be clearly set out and communicated to all concerned.
Principle D.3.3 Annual general meeting
Signatory organisations will hold an annual general meeting (AGm) of their members as defined in the governing instrument.
1. The AGM of the signatory organisation will:
a. Deal with substantive matters including reports from the governors and managers, receiving the annual audited financial statements and appointing an independent auditor for the subsequent year/s;
b. In accordance with its governing instrument, provide members with every reasonable opportunity to attend and engage with the governors and managers of the organisation;
c. This will include providing advance notice of the meeting to all members and providing reasonable access to any relevant information.
Principle D.3.4 Governing body policies
Signatory organisations will have written policies covering appointment, induction, termination and, where applicable, remuneration of members of the governing body for their work as governors, including reimbursement for expenses and any loans.
1. To the extent that appointment and termination of members of the governing body are not covered by the governing instrument(s), a written policy will set out the processes for selection, appointment and induction.
2. There will be documented governing body policy setting out the signatory organisation approach to reimbursement of expenses by members of the governing body.
3. Where applicable, there will be a documented policy with respect to any remuneration by the signatory organisation of members of the governing body. This policy must be approved by the Annual General Meeting of the members of the organisation.
Section D.4 Financial management
Principle D.4.1 Internal financial controls
Signatory organisations will maintain internal financial control procedures that minimise the risk of misuse of funds.
1. Signatory organisations will maintain detailed accounting records.
2. Signatory organisations will have policies and procedures in place to ensure appropriate segregation of duties, taking into consideration size and capacity of the organisation.
3. Signatory organisations will have adequate procedures for the review and monitoring of income and expenditure by management and the governing body.
4. Signatory organisations will have a governing body approved policy for internal loans and transactions to staff and governing body members. This policy will include disclosure and reporting about such loans and transactions.
5. The nature of the relationship and the amount of any loans or payments to the members of the governing body or related parties must be fully disclosed in the annual financial report and subject to audit.
6. Signatory organisations will ensure that funds and resources entrusted to them are controlled and properly invested and managed prior to their disbursement to any third party.
Principle D.4.2 Auditing of financial statements
Signatory organisations will demonstrate their commitment to transparency and integrity of their financial reporting by having their financial reports independently audited by a qualified accountant.
1. Signatory organisations’ full financial reports and Code of Conduct Summary Financial Reports will be independently audited and in accordance with the relevant Australian Auditing Standards.
2. The auditor will be at a minimum a qualified accountant who is a member of the Australian Society of Certified Practising Accountants, the Institute of Chartered Accountants in Australia or the National Institute of Accountants, or be a registered company auditor.
3. An audit report that specifically relates to the Code of Conduct Summary Financial Report will be included in the Annual Report and must be signed by the auditor and include their identity, qualifications and contact details.
4. An audit report that specifically relates to the full financial report must accompany the full financial report and must be signed by the auditor and include their identity, qualifications and contact details.
Principle D.4.3 Effective use of resources
Signatory organisations will strive to be effective in their use of resources and will minimise financial wastage in the planning and implementation of development and aid activities.
1. Signatory organisations will ensure that their aid and development activities are structured to enable measurement of costs.
2. Signatory organisations will be diligent in reviewing the costs of their engagement, seeking cost savings and efficiencies where appropriate to the context and nature of their aid and development activity.
Section D.5 Staff and volunteers
Principle D.5.1 Human resources
Signatory organisations will protect the human rights and safety of personnel, including paid and volunteer staff, working in Australia or overseas.
1. Signatory organisations will meet all minimum legal and regulatory requirements relating to personnel, and will document and maintain policies and procedures that relate to personnel.
2. Signatory organisations will include in their human resources policies and procedures a statement of unacceptable behaviours expressly including reference to any sexual exploitation or abuse.
3. Signatory organisations will ensure that all personnel are provided with the relevant induction information ertaining to their rights and safety and that there is ready access to personnel and Occupational Health and Safety policies and procedures.
4. Policies and procedures relating to staff and volunteers based both inside and outside Australia will be informed by the People in Aid Code of Good Practice in the Management and Support of Aid Personnel.
Principle D.5.2 Professional conduct
Signatory organisations will clearly communicate their expectations that professional conduct of staff, volunteers and members of the governing body will be consistent with the requirements of this Code.
1. Signatory organisations are committed to increasing staff and volunteer awareness and understanding of all the Principles and Obligations of this Code and how it applies to their role and responsibilities within their organisation.
2. Staff and volunteers of signatory organisations are expected to comply with this Code, and this expectation must be clearly communicated at induction and in ongoing training.
Principle D.5.3 Training and development
Signatory organisations recognise the importance of professional training and development for staff and volunteers and aim to instil a culture of learning into their organisation.
1. Signatory organisations’ personnel policy and procedures will clearly set out the organisations’ commitment to training and development.
2. Signatory organisations will ensure their staff and volunteers and are aware of the rights of people with a disability and those from vulnerable and marginalised groups and are provided with training on these issues, as appropriate and desirable.
Principle D.5.4 Human rights and anti-discrimination
Signatory organisations will apply human rights principles to their own organisations.
1. Signatory organisations will make their commitment to human rights and antidiscrimination in employment and advancement clear in the organisation’s key documents.
2. Signatory organisations will engage staff and volunteers within a framework that actively promotes human rights and avoids discrimination, in a way that supports the organisation’s identity, philosophy and values and meets the statutory obligations of any anti discrimination legislation.
3. Signatory organisations will have comprehensive gender equity policies and disability guidelines in place that aim to produce equitable outcomes between women and men, and people with a disability, in all activities of the organisation, including:
a. Engagement of volunteers and staff;
b. Engagement of partner agencies;
c. Senior management and governance.
Section D.6 Complaint-handling within signatory organisations
Principle D.6.1 Value of complaints
Signatory organisations recognise the importance and value of listening and responding to concerns and complaints.
1. Signatory organisations will equip staff and volunteers with an understanding of the organisation’s approach to complaints response and assist them to effectively implement the policies.
2. The signatory organisation will have in place a process for reviewing and analysing information available from concerns and complaints raised with the organisation.
Principle D.6.2 Accessibility and awareness
Signatory organisations will seek to ensure that their feedback and complaints handling processes about their aid and development activities conducted in Australia and overseas, are effective, safe, confidential and accessible to all stakeholders, irrespective of their gender, status or background and without prejudice to their future participation.
1. Signatory organisations will have a documented complaints handling policy and procedure that:
a. Provides an accessible, safe and discreet point of contact for stakeholders in Australia and countries where work is carried out to raise concerns or complaints about the organisation;
b. Is responsive and fair;
c. Provides information to all stakeholders about the reporting and complaints procedure;
d. Provides information in a clear and easily understandable manner in appropriate forms and through appropriate media;
e. Ensures requirements for filing a complaint take into consideration the needs of the most vulnerable and considers minority and disadvantaged stakeholders;
f. Advises a complainant of the ability to make a complaint regarding an alleged breach of the Code to the ACFID Code of Conduct Committee.
E. COMPLIANCE WITH THIS CODE
Section E.1 Compliance
Principle E.1.1 Compliance with this Code
Signatory organisations will be compliant with all applicable aspects of this Code and will not engage in activities which bring the sector into disrepute.
1. Signatory organisations will monitor themselves to ensure they are compliant with the Code.
2. Signatory organisations will promote their commitment to the Code and Code complaints handling process on their website.
3. Signatory organisations that become aware of major transgressions against this Code in their own or other signatory organisations are encouraged to notify or make a complaint to the Code of Conduct Committee.
Section E.2 Assessment of compliance
Principle E.2.1 Application to become a signatory
Organisations wanting to become a signatory to the Code of Conduct must complete the application process as determined by the Code of Conduct and must be fully compliant with the Code before being granted Code signatory status.
Organisations that are only partially compliant with all of the Code’s Principles and Obligations will be given rovisional Code Signatory Status.
1. On application to become a signatory, an organisation will complete the Compliance Self Assessment Process, which details organisational documentation that supports compliance with the Code Principles and Obligations.
2. On application, the organisation will provide the Code of Conduct Committee with copies of the relevant documents that demonstrate compliance with the Principles and Obligations in the Code.
3. Organisations must complete their application process within 12 months of lodging their initial application.
4. Organisations are not able to use the Code of Conduct logo until they have full signatory status.
Principle E.2.2 Annual assessment
Signatory organisations will provide information on an annual basis demonstrating their continued compliance with the Code.
1. On an annual basis, signatory organisations will complete the Compliance Self Assessment process, which requires signatory organisations to report on compliance with the Principles and Obligations in the Code and advise if any of their key supporting policies and documents have changed materially.
2. The Compliance Self Assessment process must be completed within 5 months of the conclusion of the signatory’s financial year.
3. Signatory organisations will promptly provide the Code of Conduct Committee with any reasonable requests for clarification or additional information.
4. Signatory organisations will comply with any remedial actions recommended by the Code of Conduct Committee.
Principle E.2.3 Annual reporting
Signatory organisations will provide copies of their annual reports and financial statements to
the Code of Conduct Committee.
1. Within 5 months of the end of a signatory organisation’s financial reporting period, it will lodge with the Code of Conduct Committee: a copy of its annual report; a copy of its annual full financial statements (if not included in the annual report); and the prescribed ACFID lodgement form.
2. Signatory organisations will promptly provide the Committee with any reasonable requests for clarification or additional information.
3. Signatory organisations will comply with any remedial actions or disciplinary action recommended by the Code of Conduct Committee.
Principle E.2.4 Promotional material
Signatory organisations will respond promptly to rectify any Code of Conduct breaches identified in random promotional material checks conducted during an emergency appeal.
1. Where the signatory organisation is advised by the Code of Conduct Committee of a breach in the Code, the signatory organisation will rectify the breach within a time frame nominated by the Committee and put in place systems to ensure that the breach does not recur.
Section E.3 ACFID Code of Conduct complaints handling
Principle E.3.1 Agreement to the process
Signatory organisations agree to be bound by the independent, accessible, fair and confidential ACFID Code complaints handling process.
1. Signatory organisations will comply with the complaints handling process as set out in the Guidance. This forms part of the binding obligations of this Code.
2. Signatory organisations will comply with Code of Conduct Committee requests for information within all reasonable time limits set.
3. If there is a breach of the Code, signatory organisations will comply with the corrective or disciplinary action agreed with the Code of Conduct Committee, as described in the Guidance and which forms a binding part of the Obligations of this Code.
4. If a breach has occurred, the signatory organisation will comply with the Code of Conduct Committee requirements that it will put in place measures to minimise the risk of the breach recurring.
Definitions of financial terms used in this code are contained in ACFID’s Implementation
■ Accountability: ‘The processes through which an organisation makes a commitment to respond to and balance the needs of stakeholders in its decision making processes and activities, and delivers against the commitment’ (Pathways to Accountability, the GAP Framework One World Trust, 2005)
■ Actors: An organisation, government department or individual with a role or influence. (Safety with Dignity, Action Aid, 2009)
■ Affiliate: An organisation to which the signatory organisation has some form of membership, formal association or alliance.
■ Aid and development: Aid and development refers to activities undertaken in order to reduce poverty and address global justice issues. In the non government organisation sector, this may occur through a range of engagements that includes community projects, emergency management, community education, advocacy, volunteer sending, provision of technical and professional services and resources, environmental protection and restoration, and promotion and protection of human rights.
■ Advocacy: Activities undertaken to change the systemic and structural causes of poverty and disadvantage which may include popular campaigning, lobbying, research, policy positions, alliances and use of the media. It may occur both in Australia and globally. Includes the application of a set of strategies ‘conducted as part of an agency’s overall predominant purpose’ (Australian Tax Office).
■ Civil society organisation (CSO): Includes non-government organisations (NGOs), not-for-profit organisations (NPOs), charities and community based organisations (CBOs). Can also include religious organisations, trade unions,
foundations and any institutions outside of the corporate and government sectors. (Pathways to Accountability, the GAP Framework, One World Trust, 2005).
■ Collaborate: A process in which two parties contribute core competencies and share the risks and decision making to achieve mutual objectives.
■ Communities: Locally organised or informal groups or networks. (Safety with Dignity, Action Aid, 2009).
■ Complaint: An ‘expression of dissatisfaction’. (International Standards Organisation standard on complaints handling).
■ Development: Seeks to improve the conditions of communities in a sustainable way. It is based on working with communities, rather than for or on behalf of communities.(Ausaid).
■ Dignity: ‘The feeling of having decision making power, freedom and autonomy over life choices, together with the feeling of self worth and selfconfidence, and feeling one has the respect of others’. (Safety with dignity, ActionAid 2009 based on Protection: an ALNAP Guide for Humanitarian Agencies, Slim and Bronwick 2005.)
■ Disability: Persons with disabilities include those who have long-term physical, mental, intellectual or sensory impairments which in interaction with various barriers may hinder their full and effective participation in society on an equal basis with others (United National Convention on the Rights of People with a Disability).
■ Emergency management: ‘Involves plans, structures and arrangements established to engage the normal endeavours of government, voluntary and private agencies in a comprehensive and coordinated way to respond to
the whole spectrum of emergency needs’. (The United Nations International Strategy for Disaster Reduction (UN ISDR) 2004). This includes preparedness, mitigation, response, rehabilitation, reconstruction, development and prevention activities.
■ Effectiveness: Promoting sustainable change that addresses the causes as well as the symptoms of poverty and marginalisation. (ACFID NGO Effectiveness Framework 2004).
■ Emergency: A threatening condition that requires urgent action. (The United Nations International Strategy for Disaster Reduction (UN ISDR 2004).
■ Gender: Socially constructed roles and relationships between men and women which affects their ability and incentive to participate in development activities and leads to different project impacts for women and men. (Guide to Gender and development, AusAID, 2007).
■ Gender analysis: The process of considering the impact that a development program or project may have on women and men, boys and girls and the economic and social relationships between them. (Guide to Gender and
development, AusAID, 2007.)
■ Gender equality: Equal opportunities and outcomes for women and men, girls and boys. (Guide to Gender and development, AusAID, 2007)
■ Gender equity: ‘Fairness in access to resources and in the distribution of benefits from development, according to the different needs of women, men, girls and boys’. (Australian Government, 2007)
■ Human Rights: Legal statements by the international community that assert the equality and dignity of all human beings. Includes civil and political rights and economic, social and cultural rights. The core international human rights
treaties and their optional protocols are located on the ACFID website.
■ Humanitarian relief: Fulfilling ‘the most basic requirements for sustaining the lives and dignity of those affected by calamity or conflict’. (Sphere Project, 2004)
■ local people: The women and men, boys and girls who are participants in, and directly affected by, aid and development activities in the geographical area in which the activity is undertaken. May also be known as beneficiaries or primary stakeholders.
■ Non government organisations: Voluntary, not-for-profit, organisations formally registered with government that are run by a governing board that is accountable to its members.
■ Non-food items: Includes clothing and bedding, personal hygiene items, cooking and eating utensils, stoves, fuel and lighting, tools and equipment.
■ Other resources: Includes (but is not limited to) funds raised, gifts in kind, property, assets, staff and volunteers of signatory and partner organisations.
■ Partner: Partners are individuals, groups of people or organisations that collaborate with signatory organisations to achieve mutually agreed objectives in aid and development activities. This may include affiliates.
■ Primary stakeholders: (see local people).
■ Promoting a particular religious adherence: Activities undertaken with the intention of converting individuals or groups from one faith and/or denominational affiliation to another.
■ Psycho social support: Any type of local or outside support that aims to promote psychological and social wellbeing and/or to prevent or treat mental disorder.
■ Signatory: An organisation which the Code of Conduct Committee has accepted as a signatory to the ACFID Code of Conduct and which has not resigned or been removed and has paid all its fees.
■ Stakeholders: Individuals and groups that can affect or are affected by an organisation’s policies and/or actions (Pathways to Accountability, the GAP Framework One World Trust, 2005).
■ Supporting a particular party, candidate or organisation affiliated to apolitical party: Agency personnel or their representatives(when using the agency name or resources in paid time) being involved in party political activities; using funds or resources to facilitate or support a specific political party, candidate, or party political organisation in a local, regional or general/national election; using funds or resources to facilitate or support a particular politician or faction to gain power within a government or within a party political structure.
■ Sustainable development: ‘Meeting the needs of the present without compromising the ability of future generations to meet their own needs’. (World Commission on Environment and Development, 1987).
■ Transparency: ‘An organisation’s openness about its activities, providing information on what it is doing, where and how this takes place and how it is performing’. (Pathways to Accountability, the GAP Framework, One World
■ Third parties: May be a contractor, partner or an affiliate of the nongovernment organisation.
G. Guide to Code Elements
The section below provides an explanation of the elements to the Code and the Guidance – using the formatting that is intended to distinguish each of the elements.
Main parts of the Code
There are eight parts to the Code including the three clusters of Accountabilities – Program Principles, Public Engagement, Organisation and Compliance with the Code. There is introductory text for each of the three Accountabilities.
Section of Accountability
Each Accountability is divided into logical sections.
Each ‘clause’ begins with a statement of principle that aims to distil the intent of the ‘clause’ and how it links to the values framed in the Preamble.
The Principle may be followed by a few explanatory comments – that should be for clarification, not modification of the principle.
The specific requirements on signatory organisations are set out in the numbered Obligations and are drafted with a view to external credibility. They aim to be clear statements of what a stakeholder can expect see from signatory organisations.
The Obligations use the term ‘will’ rather than ‘must’ or ‘shall’ to avoid a legalistic tone and to be consistent with the idea that they are a promise to stakeholders rather than imposed by them.
In some cases, notably the Financial Principles, the Obligations are very detailed and lengthy and are located in the Guidance. Note that in these cases, the Guidance forms a contractual part of the Code and are binding on signatory organisations.
The audience for the Implementation Guidance text is signatory organisations themselves and the language is couched in less precise terms and aims to provide assistance in how to implement the Principles and Obligations within their particular context.
Some of the Guidance is framed discursively as ‘how-to’ and other parts are presented as:
An example or illustration of how a signatory organisation might implement the Principles and Obligations.
The Guidance may also include tips and references to external sources of advice or information.