Code of Ethics and Business Conduct

Definitions

Associated parties: these are persons and entities to which the policy applies as defined in the section on applicability above, namely:

  • TSG contractors
  • TSG consultants
  • TSG partners
  • TSG owned entities
  • TSG suppliers and vendors
  • TSG Agents
  • TSG Advisors
  • All other entities or individuals acting for or on behalf of TSG in any way

Statement of intent

TSG is a provider of Research and Ethics advisory services. It is essential for both TSG’s reputation and the reputation of our clients that we operate at all times to the highest ethical and legal standards.

The code of ethics and business conduct (The Code) must be read in conjunction with our anti-bribery and anti-corruption policy, Whistle blowing policy, and other related policies.

It is not anticipated that there would ever be a conflict between the Code and any law in any place where TSG operates, but should that situation arise TSGs Board will take expert advice where needed and give guidance as to the proper course of action in the particular circumstances.  

Applicability

The Code gives guidance in all matters related to the conduct of TSG’s business, whether by TSG’s employees, consultants, subcontractors or other associated parties.  

The Code applies to every TSG director, shareholder, employee or associated party at all times and in all situations. Exceptions to its principles will only be allowed in exceptional circumstances by the Board of TSG (“Board”).

Governance

This Code has been reviewed and approved by the TSG Board of directors ("Board").

The Code will be reviewed and re-approved by the Board no less than annually.

The Code’s owner is TSG’s COO. The COO will ensure that it is up to date at all times, and properly reflects changes to applicable laws, regulations, risks, and industry standards. 

Knowing our code

TSG, employees are required to read and understand the code. They are trained to understand that the Code is not intended to, and cannot, address every situation they might encounter. Accordingly, they are taught to apply the principles (the spirit) underpinning the Code as well as the written text of the Code.

TSG requires all other parties subject to the Code to apply the same adherence to its principles, and not just to the written text.

Applying the Code

All TSG employees and associated parties are required to comply with all relevant laws and regulations in whatever country or situation TSG’s business necessitates.  

TSG recognises, however, that not all decisions are simple black and white decisions. What may be legally compliant may be unacceptable from a business ethics standpoint. TSG employees and associated parties are expected to recognise where legal considerations on their own are not enough, and where integrity is reached via a combination of both legal and ethical standards.  

TSG takes any breach of the Code seriously. Employees who fail to abide by our code may face disciplinary action, up to and including dismissal.

Speaking up- Escalating and investigating potential breaches of the Code

TSG has in place whistle blowing procedures that allow and party subject to the Code, as well as any external party not subject to the Code, to escalate potential breaches of the Code to relevant TSG management for investigation.

In addition to formal whistleblowing channels, any individual on their own behalf, or as a representative of an organisation, is encouraged to bring knowledge of a potential breach of the Code to TSG management attention. This may be done by email directly to the TSG CEO.

TSG strictly prohibits acts of retaliation against any employee or other party who provides information honestly and in good faith, or assists in any investigation, in connection with a possible breach of the Code.

All escalations in response to the Policy will be investigated thoroughly and expeditiously. All employees are required to co-operate fully with investigations.

At the conclusion of any investigation a written report will be delivered to the CEO who will, based upon the findings and recommendations of the report, direct the next course of action. This may include external reporting to a government authority, informing external parties (such as clients) of the report findings, or taking disciplinary action against TSG parties.

The code

Amongst other services TSG helps clients manage ethics compliance and risk issues. As such TSG needs itself to operate itself to the highest ethical and compliance standards, for the sake of its own credibility, and for the credibility of the clients it serves.

TSG wholeheartedly believes in the ethical standards described in the Code and will at all times adhere to these standards.

TSG seeks to attract and develop the most talented people it can. To do this it recruits people of all types, and from diverse backgrounds. TSG can only retain and develop its people if it promotes a workplace free of insidious discrimination and harassment. Accordingly, TSG has policies to governing behaviour in the workplace., and in particular prohibiting, behaviour amounting to unfair discrimination, bullying or harassment.

TSG prohibits the possession, use, sale, purchase or distribution of illegal drugs or other substances in the workplace or whenever/wherever conducting TSG business.

TSG requires its employees or associated parties to be free from the influence of drugs, alcohol or any other substance which may impair their ability to exercise judgement, to work effectively or safely at any time when engaged upon TSG business.

Business integrity goes beyond compliance with the laws of the countries in which we operate and involves the application of our core values. TSG's employees are expected to use their judgement not only to avoid malpractice but also to promote best practice in accordance with our commitment to high standards of integrity.

TSG directors, shareholders, employees and associated parties are required to comply at all times with our anti-bribery and anti-corruption policy. All the aforesaid parties are trained on the policy.

TSG does not, and will not, take part in acts of corruption. TSG will not engage in active or passive bribery either directly or indirectly. It will not facilitate, condone or encourage bribery. TSG will not make facilitation payments.

TSG will comply with all relevant laws related to money laundering and sanctions. TSG has implemented processes and controls to ensure compliance with relevant laws, including performing risk based due diligence on parties with which it does business.

TSG makes and maintains its business records with integrity. In keeping such records due regard is given to TSG’s contractual obligations, legal requirements (for example to meet tax and other obligations), the need for completeness and accuracy, legally mandated retention periods, data privacy, data and information security, and confidentiality versus requirements to give access to legitimately mandated authorities or parties.

As implied in the preceding paragraph, TSG is committed to protecting any information or data owned by clients or third parties of which TSG has possession (usually for the purposes of processing the data on behalf of the client or third party). See also the section on “confidentiality” below.

TSG seeks also to follow best records management practices in the markets in which we operate.

Conflicts of interest need not in themselves be illegal, or indeed unethical. Quite often they are inadvertent. However, conflicts of interest considerably heighten the risk of unethical or illicit behaviour and can lead to such behaviour if not managed appropriately.

TSG will take all reasonable steps to avoid conflicts of interest in any dealings with clients or business stakeholders. Where TSG detects a conflict of interest involving a client or stakeholder it undertakes to inform the client or stakeholder, and to agree with them an appropriate course of action – including (if necessary) stepping away from a proposed project or, in a worst-case scenario, an entire business relationship.

Likewise, TSG’s employees and associated are expected as far as reasonably possible to avoid situations or transactions in which their personal interests could conflict (or might be seen to be in conflict) with those of TSG, its clients or other TSG stakeholders.

TSG's employees and associated parties are required to report without delay any conflicts of interest between their own interests and TSG’s interests (which includes that of TSG’s clients and stakeholders), as soon as they become known, or as soon as the possibility might arise.

In this context personal interests can include those of parties closely associated with the employee, such as family members and friends.

A conflict of interest includes where an employee wishes to take a course of action which could potentially lead to an as yet unspecified conflict of interest, such as an investment. In such cases TSG requires the employee to seek guidance from TSG managers before the proposed action is taken.

Reports of conflict are to be made to senior managers within TSG. Separate procedures stipulate channels through which employees may escalate their concerns.

Full time TSG employees must not have paid employment or business activities outside TSG. They are expected to devote their working hours wholeheartedly to TSG, and to avoid conflicts of interest.

However, should an employee have a legitimate request to work outside office hours in some other form of employment (for example, for an NGO, charity, or industry association) prior written permission must be obtained from the CEO.

If at the time of joining TSG the employee is already engaged in an occupation he intends to continue whilst working for TSG, this must be declared before any commitment to hire is entered.

Part-time employees, contractors and other parties working for or on behalf of TSG do not face such restrictions. Nevertheless, all such parties may be required by TSG to declare the nature of their other employment, and to affirm there is no conflict of interest. If TSG has any doubts about the viability of such an arrangement, it reserves the right to obtain full details of other employment from the contracted party or, failing that, to discontinue the relationship.

Intellectual property will be handled in accordance with TSG’s Data Protection Policy. The security of physical devices for accessing, processing and storing information is covered by TSG’s IT Security Guidance.

TSG values and protects all intellectual property and confidential information it processes and with which it is entrusted.

As such all TSG employees and associated parties are required to maintain the highest standards of confidentiality and information (data) security at all times.

This includes the appropriate handling of electronic and physical data, as well as the devices upon which information or data is accessed, processed or stored.

Unless compelled by law or a legitimate party acting with lawful authority, TSG will not reveal the identity of any client without their consent. Likewise, TSG will (unless compelled by law or a legitimate party acting with lawful authority) not reveal the client’s name in connection with any particular project.

Where TSG suspects a data breach or information leak involving a client or the client’s information or data, TSG will , in addition to fulfilling all its legal obligations under respective laws (especially those to do with data privacy - such as GDPR), undertake to inform and consult the client as data owner without delay.

TSG uses social media for a number of business purposes and permits its employees to do so as well their own private purposes. Whatever the reason for using social media Employees and those acting on behalf of TSG are required to follow carefully devised guidelines. The guidelines reflect the sensitive nature of TSG’s business and the complex legal environment within which TSG operates.

 

The aims of the guidelines are to:

 

  • Preserve TSG’s client information integrity and reputation
  • Preserve TSG’s (and its stakeholder’s) information integrity and reputation
  • Prevent harm being done to any party

Where applicable TSG imbeds the principles contained within the Universal Declaration of Human Rights (UNDHR) in its business and employment practices. In particular TSG subscribes to the rights to privacy, equality before the law, freedom from slavery, and the right to be free from (unfair) discrimination.

Even though we are not bound by The Modern Slavery Act 2015 or the UN Global Compact we nevertheless abide by the principles laid down in both. We are committed to ensuring there is no modern slavery or human trafficking within our business or our supply chain.

Likewise TSG abides by the Voluntary Principles on Security and Human Rights. As such TSG and its employees undertake never to be complicit in any abuse of human rights.

Although the risks of human rights violations at TSG are relatively low because of the nature of our work and the type of professionals we employ, we are nevertheless mindful of all our relationships, including with office cleaners, office equipment suppliers and any other materials used by TSG.

Accordingly, TSG reserves the right not to accept business that it thinks may breach any of the 30 articles of the UNDHR or would cause it to breach the Voluntary Principles. TSG may decline a potential business relationship (or terminate an existing relationship) with any party if it becomes aware that the party in question is involved directly or indirectly in human rights abuses (for example, the use of forced or child labour).

Our procedures cover all the risks that TSG might inadvertently be associated with, or be facilitating, human rights abuses. These include making sure all contractors, partners, or any party with whom TSG does business are vetted for human rights abuses (including modern slavery). All necessary parties receive appropriate training and communication on our human rights policies and standards, which includes modern slavery. In addition to this we risk assess and monitor relevant parties throughout our relationship with them. Lastly we have a whistleblower channel and procedures in place as another channel through which issues can be identified.

Please refer to TSG’s anti Bribery and Corruption Policy.

Particular care must be taken with respect to donations to political parties, especially in countries where the party is the party in power, or where the party and state are synonymous. Perceptions of influence buying or of corruption can be easily triggered, particularly where donations are sizeable.

To counter this TSG has a policy of strict political neutrality; it does not make donations to any political parties, organisations or individuals for the purpose of furthering any political agenda or otherwise.

In specific instances, however, TSG may be called upon to advise, or to assist government bodies, think tanks or political organisations with the development of policy and legislation in fields in which TSG has recognised expertise or access to expertise. Such co-operation will be considered carefully before it is undertaken.
Employees are entitled to their own political views and activities, but they may not use company premises or resources to promote those views or associate their views with TSG.

TSG is committed to being “a good corporate citizen” as it believes this will help it to achieve strategic goals, and to build a sustainable business for both current and future stakeholders.

As far as it is possible TSG will take account of the economic, social and environmental effects of our business, seeking (where feasible) to minimise any adverse impact.

Wherever TSG can, it will look for ways to bring positive benefits to disadvantaged sections of the communities in which it operates.

TSG expects its suppliers, subcontractors, representatives and joint venture partners to adhere to integrity principles which are consistent with its own.

TSG will take account of ethical and reputational issues, as well as legal compliance, when deciding whether to partner with any party, contract any associated party, work with a particular client, or when taking on new assignments.

All queries relating to the Code may be directed in the first instance to relevant line managers.

The final arbiter in matters involving the Code will be the Code owner.