Issuing date: January 2021
Employees, directors, and those who act on our behalf, in accordance with our related policies and procedures, should:
InVeris will rigorously enforce compliance with this Code. Violations may subject employees to disciplinary action, including, in serious cases, the termination of employment. However, the statutory employment rights of employees will always be honored.
If you have any questions or concerns about any aspect of this Code of Conduct or the way in which we are conducting business or treating people, you should address them with your manager or your local site leader.
Issuing date: November 2020
InVeris is firmly committed to integrity, honesty, and respect for others in all its business relationships; including those with customers, suppliers, communities where we conduct business, and amongst its employees. The highest standard of ethical behavior is expected from InVeris employees, directors and from those who act on the Company’s behalf in the performance of their professional responsibilities and in their own personal conduct.
A Code of Conduct has been adopted along with related policies to guide the conduct of our businesses; the people who work at InVeris; those who work on our behalf; and others with whom we work. These policies and procedures include our Anti-Corruption Policy and Corporate Responsibility Policy.
This policy, our Code of Conduct and related policies will be provided to all employees and directors.
The Board delegates responsibility for oversight of the Ethics and Business Conduct Policy to the Chief Executive Officer, the Chief Financial Officer, and the Corporate Ethics Officer. Site Leaders are responsible for local implementation of this policy.
Issuing date: February 2021
Reference: Anti-Corruption Policy
Our continued success depends on competing aggressively, but fairly, and in full compliance with the laws and regulations in those countries where we are located or do business. This Policy applies to all business units worldwide. Local customs and practices will not provide any excuse for breaches of this Policy. The Policy covers the following issues:
Consider the following before you act:
Definition: “Bribery” is giving or receiving any gift, loan, fee, reward or other thing of value to influence the behavior of someone, including those in government or business, in order to obtain or retain commercial or personal advantage; to transact business on more favorable terms; or to engage in any form of improper conduct. Bribery includes the misuse of public or commercial office for private gain. Bribery is a crime.
Generally, there are two aspects to this kind of corruption:
The first is a bribe paid to obtain something that the bribe recipient is not obliged to give. Examples include awarding a contract outside the normal bid and proposal process; payments to induce someone to award a contract (possibly at a higher value or on more favorable terms); or, to break the law; or make kickbacks. At InVeris, offering, soliciting, providing, or accepting such payments are NEVER permitted.
The second is a facilitation or “grease” payment which involves making a payment to officials as a way of ensuring that they perform, either more promptly or at all, the tasks that they should in any event be undertaking. Examples could include payments to ensure mail delivery; the connection of utilities (such as telephone lines or electricity supplies); or, payments for releasing goods held in customs. In most countries this kind of payment is also a criminal offence. InVeris policy is that such payments should NOT be made.
Bribes may take many forms, and it can often be difficult to distinguish inappropriate behavior from legitimate business activity. Risks arise particularly where you may be working with agents or with individuals in countries whose conduct you do not directly oversee.
Whenever you are asked to approve or make a payment you should ensure that you understand fully the reason for the payment. Unless it is being made for a specific purpose (other than for ensuring business advantage), you should consider carefully whether the payment is legitimate, and if in doubt, do not make or agree to make the payment. You should raise the matter with one or more of the people referred to at the end of this policy and follow it through to appropriate resolution.
Definition: A “gift” is anything of value given or received as a result of a business relationship, where the recipient does not pay fair market value. A business gift can be in any form – for example, dinner in a restaurant or club; tickets to the theatre or a sporting event; travel; a discount not available to the general public; consumer goods; or use of an individual’s or company’s time, materials, equipment or facilities. A gift offered or given to a relative of an individual with whom InVeris has or seeks to do business is considered a gift directly to that individual. Likewise, any gift offered to or received by a relative of an InVeris employee because of that employee’s position with InVeris shall be considered a gift to that employee.
Gifts in the business context are not personal but are a reflection of the relationship between InVeris and the other entity. The sale of InVeris products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the gifts. As such, gifts may only be accepted by InVeris employees if they are not extravagant or frequent, are intended to encourage normal business relations, and could not be construed reasonably as an attempt to influence a decision to award a contract, work or favorable treatment. So, for example, promotional items of nominal value are permissible. Gifts of money are never acceptable. If in doubt you should not accept the gift or declare it to your immediate supervisor as soon as possible and seek guidance as to whether you can keep it.
Employees whose duties include negotiation of contracts or concessions, or who are involved in the evaluation of products or services for potential use or purchase by InVeris must be especially careful to avoid any appearance of favoritism or unfair dealing. Gifts should not be accepted from vendors and suppliers before a contract is awarded, during bidding, evaluations or negotiations.
Gift giving by an InVeris employee should be disclosed to the employee’s supervisor and approved in advance. In all cases gifts or hospitality should be kept to a scale that could not be considered as extravagant, particularly in the context of the recipient’s position and likely salary. Always consider whether the other person is allowed to accept such gifts under their policies. Another test is whether an InVeris employee or director could accept such a gift.
NOTE: Clearance from InVeris Legal Counsel should always be sought before making payments to public officials, because in some countries there is a presumption that such gifts are corrupt. It is not always obvious if someone is a public official. Special rules apply to government contracts and government officials. InVeris prohibits gifts to employees or representatives of the United States Government.
Definition: A personal “conflict of interest” occurs when an employee’s personal, social, financial or political activities interfere or have the potential to interfere with the employee’s loyalty and objectivity towards InVeris. Actual conflicts of interest must be avoided but even the appearance of a conflict of interest can be harmful.
Conflicts of interest can include:
The activities of close relatives and friends can sometimes create conflicts of interest. A “close relative” means a spouse, partner, parent, step-parent, child, step-child, sibling, step-sibling, cousin, nephew, niece, aunt, uncle, grandparent, grandchild, or an in-law, or other person, where a legal or common law relationship exists.
In general, a relative should not have any business dealings with you, with anyone working in your business unit, or with anyone who reports to you. In addition, you should never be in a situation where you have the ability to hire, supervise, affect terms and conditions of employment, or influence the management of any close relative, regardless of whether that person is an InVeris employee or employed by a InVeris customer, contractor, supplier, or similar entity.
Conflicts of interest or potential conflicts of interest should be disclosed to your line manager. Under appropriate circumstances, conflicts may be waived, or safeguards may be put in place to ensure they are properly managed.
InVeris will conduct an annual Conflict of Interest survey for the purpose of disclosing and attempting to resolve conflicts of interest.
NOTE: Special “organizational conflict of interest” rules apply to InVeris as a company where government contracts are involved, and InVeris Legal Counsel should be consulted.
Definition: InVeris strictly adheres to what are called “competition” laws in many countries and “antitrust” laws in others. Such laws are designed to protect and promote free and fair competition around the world. Competition laws prohibit anti-competitive behavior, such as price-fixing, collusion and conspiracies. They also prohibit unlawfully obtaining information about competitors.
Many countries have laws prohibiting anti-competitive behavior, so, depending on the InVeris business location, the laws that apply may vary. Some competition laws, such as those in the USA and the European Union, can apply even when the conduct occurs outside the country’s borders.
In the EU, fines for anti-competitive behavior can be 10% of group global turnover. In the USA and the UK, violations may be crimes and individuals who are convicted can receive prison sentences and substantial fines.
Definition: “Money laundering is the process by which individuals or entities try to conceal illicit funds, or otherwise make these funds look legitimate.” InVeris will not condone, facilitate or support money laundering.
Few InVeris employees will ever personally be in the position to infringe money laundering laws but there are two areas which require your consideration:
Definition: A “sales representative” is an individual or an established legal entity performing services in good faith for the purpose of securing business for InVeris. For such services InVeris provides appropriate remuneration, generally in the form of a percentage of sales, but occasionally as a fee for services. Sales representatives are independent contractors and, as such, are not to use the InVeris name on business cards, for stationery, or in any other manner that implies that they are InVeris employees.
Any arrangement obligating InVeris to pay a finder’s fee if InVeris receives a contract shall be considered a sales representative agreement and is subject to this policy. Such an arrangement could be considered a “contingent fee” arrangement which is generally prohibited in relation to US Government contracts. Employees should consult InVeris Legal Counsel before entering into such a sales representative agreement where the ultimate customer would be the US Government.
In order to effectively pursue its business opportunities, InVeris businesses may engage sales representatives in circumstances where, on the basis of sound business judgment and considering the legislation and business conditions in a particular country, it is determined to be necessary and appropriate to supplement the Company’s own sales efforts.
Sales representatives must scrupulously avoid any practices which are unlawful, improper or unethical; and they must conduct themselves at all times with business associates and potential InVeris customers, in a manner that will avoid even the appearance of impropriety and will not cause embarrassment to InVeris, to its customers, or to the representative in the event of public disclosure. Sales representatives must act in accordance with InVeris’ Code of Conduct and this policy, copies of which are available online at: www.inveristraining.com. The policy and Code of Conduct should also be provided to the sales representative by the InVeris site which engages the sales representative, at the outset of the relationship.
Conduct that would be improper or illegal if committed by an InVeris employee may not be committed by a third party, such as a sales representative or consultant, on InVeris’ behalf. That would be improper or illegal as well.
NOTE: Consult InVeris’ Legal Counsel, at all stages of the relationship with a sales representative.
Definition: A “Distributor” is an individual or an established legal entity which buys InVeris’ products, takes ownership of them, and resells them in their own name. Distributors are sometimes called “resellers” but they mean the same thing. InVeris provides its Distributors with an appropriate opportunity to generate revenue, generally in the form of a discount from list or market prices. Distributors are independent contractors and, as such, are not to use the InVeris name on business cards, for stationery, or in any other manner that implies that they are InVeris employees.
A Distributor may be appointed when the InVeris business considers it appropriate, on the basis of sound business judgment, to supplement the Company’s own sales force, taking into consideration applicable law, regulations and business conditions.
Distributors must scrupulously avoid any practices which are unlawful, improper or unethical; and they must conduct themselves at all times with business associates and potential InVeris customers, in a manner that will avoid even the appearance of impropriety and will not cause embarrassment to InVeris, to its customers, or to the Distributor in the event of public disclosure. Distributors must act in accordance with InVeris’ Code of Conduct, a copy of which will be delivered to the Distributor at the outset of the relationship.
Conduct that would be improper or illegal if committed by an InVeris employee may not be committed by a third party, such as a Distributor, on InVeris’ behalf. That would be improper or illegal as well.
NOTE: InVeris Legal Counsel should be consulted at all stages of the relationship with a Distributor.
InVeris’ approach to corporate political participation is simple and applies everywhere we do business:
InVeris recognizes employees’ rights to participate as individuals in the political process, in ways that are appropriate to each country. However, employees should be careful to make it clear that they do not represent the Company as they participate in the political process. Therefore:
Although InVeris will not directly participate in party politics, we will continue to engage in policy debate on subjects of legitimate concern to the Group, its staff and the communities in which we operate, by processes such as lobbying.
Lobbying activity on behalf of InVeris is highly regulated by law. Our Legal Counsel are responsible for overseeing this activity. Consult your line manager before any non-routine contact is made with government officials or employees.
Non-routine is defined as:
Violations of this Policy are punishable by disciplinary action up to and including termination of employment. Violations may also result in criminal prosecution of the individuals involved.
Any director or employee who suspects or becomes aware of any violation of this Policy or any anti-corruption statute or regulation shall report the suspicion or violation to one of his or her supervisor; to InVeris Legal Counsel; or to the Corporate Ethics Officer. Anyone making such a report will be protected from punishment or retaliation in accordance with InVeris’ Code of Conduct. Anyone receiving such a report shall be responsible for escalating the report to the next higher level or to another appropriate senior employee, and for following up until it is resolved.
Seek the advice of InVeris Legal Counsel or the Corporate Ethics Officer any time you have questions or concerns in this regard.
Names and contact information for people who can help, are contained in the Code of Conduct and on posters provided throughout your facility.
InVeris also provides an independently operated Ethics Line, available 24 hours a day, seven days a week, which may be used to raise questions or concerns. Each InVeris facility contains posters listing the toll-free phone number to be used to place such calls. Those phone numbers are also available online, on InVeris’ public web site.
Each employee has received a copy of the Code of Conduct which also contains the Ethics Line phone numbers. The Code of Conduct and the phone numbers are available from your site’s Ethics Coordinator. The Ethics Line should also be used if reports made to supervisors do not appear to have been addressed satisfactorily.
Global Site Leaders are responsible for the implementation of this policy in their businesses and at their sites.
