Code of Business Conduct and Ethics for KCB’s Business Partners
Klohn Crippen Berger (KCB) expects integrity, honesty, ethical and law-abiding behaviour from all entities engaged to act on behalf of or in partnership with KCB, including representatives, joint ventures, consortiums or equity partners, consultants, subconsultants, contractors, subcontractors, suppliers and vendors, and their employees or persons acting on their behalf (“Business Partners”). KCB requires that its Business Partners meet the standards set out in this Code of Business Conduct and Ethics (“Code”) when conducting business on behalf of or in partnership with KCB.
- WORKING WITH OTHERS: Business Partners shall treat everyone in the workplace with dignity and respect the health, safety and fundamental human rights of their employees and others working on KCB projects. Business Partners shall adhere to the principles of respect, fairness, and non-discrimination, and agree to maintain a workplace that is harassment and bullying free.
- WORKING WITH SECONDARY SUPPLIERS: Business Partners shall ensure that their own business partners, representatives, subconsultants, subcontractors and suppliers (“Secondary Suppliers”) comply with the Code when they are dealing with KCB, KCB’s clients, KCB’s other Business Partners, or working on KCB project-related business. Business Partners are expected to select and retain their Secondary Suppliers fairly and objectively, based on the quality of service or goods, with proper consideration of cost.
- BUSINESS CONDUCT: Business Partners shall comply with all applicable statutes, regulations, bylaws, human rights codes, industry standards and other legal requirements.
- BRIBERY: A bribe (or “kickback”) is the offering, giving, receiving or soliciting of an item of value, service or favour to influence others, or any valuable thing given or promised, or any preferment, advantage, privilege, given or promised corruptly or against the law, as an inducement to any person acting in an official capacity to violate or forbear from their duty, or to improperly influence their behaviour in the performance of such duty.
When performing business with, for or on behalf of KCB, Business Partners are forbidden, under any circumstances, from paying a bribe to, or receiving a bribe from any third party. Business Partners shall immediately report any knowledge of any bribery, or attempted bribery or inappropriate transactions to KCB.
- GIFTS AND HOSPITALITY: Gifts, hospitality and other benefits (“Gifts”) are common business practices but may be considered a form of bribery or improper influence under certain circumstances. Business Partners must ensure that any Gifts comply with applicable laws and regulations, and must ensure that any Gifts are of reasonable value, appropriate under the circumstances and auditable, and must obtain prior written approval from KCB.
- ANTI-MONEY LAUNDERING: Money laundering is when a person or entity conceals the identity or origin of funds obtained illegally, so that the funds appear legitimate. Business Partners shall comply with applicable anti-money laundering and counter terrorism financing laws, and shall not engage in fraudulent practices, false claims, criminal facilitation, money laundering or tax evasion. Business Partners shall have reasonable internal controls in place to prevent, detect and respond to unusual or suspicious activities or arrangements that could expose KCB to money laundering or tax evasion.
- MODERN DAY SLAVERY: Under no circumstances shall Business Partners or their Secondary Suppliers engage in or with any form of child labour, forced labour, human trafficking, compulsory, bonded or prison labour (‘Modern Slavery”) or activities that encourage Modern Slavery at any level of their supply chain and regardless of local custom. Business Partners shall comply with all applicable modern slavery and human trafficking laws and regulations, and be open and transparent about their recruitment practices, policies, and procedures.
- INSIDER TRADING: Business Partners shall not divulge or act on any non-public information that could influence the price or trade of KCB’s client securities. Business Partners are prohibited from disclosing such information to any other people, including family and friends. Business Partners shall disclose in writing to KCB if any of their personnel have any substantial direct or indirect financial relationship or ownership or beneficial ownership of 1% or more of the shares of a publicly traded KCB client company.
- CONFLICTS OF INTEREST: The term “conflict of interest” includes any circumstance that could cast doubt on the Business Partner’s ability to act with total objectivity regarding the supply of materials or services to KCB. Business Partners shall prevent or immediately disclose any possible conflict of interest to KCB as soon as reasonably possible. Business Partners shall not engage in any activity that might conflict with or impair the Business Partner’s obligations to KCB or KCB’s clients, unless they have prior written approval from KCB.
- TRADE SECRETS AND CONFIDENTIALITY: Business Partners shall not reveal any information that might reasonably be considered a trade secret or proprietary information belonging to KCB or to KCB’s clients. Business Partners shall not divulge any KCB confidential information regarding KCB operations, projects or relationships with any other KCB Business Partners, partners, competitors, clients or KCB employees.
- CLASSIFIED INFORMATION: When performing business for or on behalf of KCB, Business Partners are responsible for obtaining valid security clearances when managing classified information and shall ensure such information is handled per legal requirements.
- FINANCE & ACCOUNTING: Business Partners’ invoices and financial statements, and the books or records on which they are based, shall accurately reflect all transactions with KCB and KCB’s clients. Business Partners shall not create any false, artificial or misleading statements or accounting entries when conducting business with KCB or working on a KCB project. Business Partners’ invoices and financial statements, and the records on which they are based, shall be prepared in accordance with generally accepted accounting principles. Business Partners’ business records shall be retained in accordance with all applicable laws and regulations. Business Partners shall honestly and accurately report time worked on each activity as required and shall not deliberately misallocate time charges.
- COMMUNICATIONS: Business Partners shall represent KCB and KCB’s clients in a professional and positive manner. Business Partners shall not make any public statements (including social media comments) regarding KCB, KCB’s clients, or the Business Partners’ business with KCB, without written approval from KCB.
- QUESTIONS REGARDING CODE & WHISTLEBLOWING: Questions regarding this Code or reports of violations or suspected violations of this Code, may be submitted anonymously and in confidence to KCB’s Ethics Officer at ethics@klohn.com without reprimand.
- REMEDY FOR BREACH OF CODE: If a Business Partner violates any provision of this Code, the Business Partner may be subject to investigation and remedial action, which may include reprimand, contract suspension or termination of contract. KCB shall also be entitled to pursue further legal action, including claims for damages, against the Business Partner.