Essential Governance Guidelines

The Board of Directors for CCIB believes in not only developing high standards for its Company employees, officers and directors but also in practicing sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for its shareholders whilst overseeing the management of the Groups business. The Board of Directors will follow the procedures and standards that are set forth in these guidelines whilst fulfilling its responsibility or discharging its duty. These guidelines are subject to continuous modification as deem necessary by the Board or as required by applicable laws and regulations.

Corporate Governance Principles of the Board
  • Functions of the Board
    • Criteria for composition of the Board, selection of new directors
    • Assessment of the Board's performance
    • Formal evaluation of the Chairman and the Chief Executive Officer
    • Succession planning and management development
    • Strategic reviews
    • Board and management compensation review
  • Board composition
    • Size and composition of the Board
    • Definition of independence
    • Former Officer-Directors
    • Change of job responsibility
    • Director tenure
    • Limits on board and audit committee memberships
  • Board operations
    • Non-Executive Chairman
    • Board and committee materials and presentations
    • Regular attendance of non-directors at Board meetings
    • Board access to management
    • Confidentiality of information
    • Board access to outside resources
    • Director orientation and continuing education
    • Code of business conduct and ethics
  • Code of business conduct and ethics
    • Communications with Board
  • Functions of the Board
    • Criteria for composition of the Board, selection of new directors

      Setting the criteria for composition of the Board and the selection of new directors are Board functions. To fulfill its responsibilities, the Corporate Governance & Nominating Committee, in consultation with the Chief Executive Officer, periodically reviews the criteria for composition of the Board and evaluates potential new candidates for Board membership. The committee then makes its recommendations to the Board. The Chief Executive Officer and the Chairman of the Corporate Governance & Nominating Committee shall then extend the invitation to a new Board member.

      In general, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level business management experience, while maintaining within these criteria an appropriate gender and minority representation.

    • Assessing the Board's performance

      The Corporate Governance & Nominating Committee annually reviews and reports to the on the performance of the Board as a whole with a view to increasing their overall effectiveness.

    • Formal evaluation of the Chairman and the Chief Executive Officer

      The Board (Non-Management directors only) makes an evaluation of the Chairman and the Chief Executive Officer at least annually. This will normally be done in January in connection with a review of the Executive Officer annual compensation.

    • Succession planning and management development

      Succession planning is considered at least annually by the non-management directors with the Chief Executive Officer. Generally, the Compensation & Management Development Committee considers management development in preparation for discussion by the full Board.

    • Strategic reviews

      The full Board shall engage in discussions on strategic issues and ensure that there is sufficient time devoted to director interchange on these subjects.

    • Board and management compensation review

      The Corporate Governance & Nominating Committee makes periodic recommendations to the Board regarding director compensation based on comparisons with relevant peer groups. Non-management directors receive no compensation from the firm other than their Board compensation. Officer-directors receive no separate compensation for their Board service.

    • Independence determination

      The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with the firm, either directly or as a partner, shareholder or officer of an organization that has a relationship with the firm. Independence determination will be made on an annual basis at the time the Board approves director nominees. Each director shall notify the Board of any change in circumstances that may put his or her independence as defined in these Corporate Governance Principles at issue.

    • Relationship to an entity

      The relationship between the firm and entity will be considered in determining director independence where a director serves as an officer of the entity or, in the case of a for-profit entity, where the director is a general partner of or owns more than 5% of the entity. Such relationships will not be deemed relevant to the independence of a director who is a non-management director or a retired officer of the entity unless the Board determines otherwise.

    • For Profit entities

      Where a director is an officer of a for-profit entity that is a client of the firm, whether as borrower, trading counterparty or otherwise, the financial relationship between the firm and the entity will not be deemed material to a director's independence if (i) the relationship was entered into on terms substantially similar to those that would be offered to comparable counterparties in similar circumstances and (ii) termination of the relationship in the normal course of business would not reasonably be expected to have a material and adverse effect on the financial condition, results of operations or business of the borrower or other counterparty.
       

      Where a director is a partner or associate of, or Of Counsel to, a law firm that provides services to the firm, the relationship will not be deemed material if neither the director nor an immediate family member of the director provides such services to the firm and the payments from the firm do not exceed the greater of $1 million or 2% of the law firm's consolidated gross revenues in each of the past three years.

    • Nonprofit entities

      The firm encourages contributions by employees to Non-Profit entities and matches such contributions to eligible institutions within certain limits by grants made by the firm. Where a director is an officer of a Non - Profit entity, contributions by the firm will not be deemed material if, excluding matching funds from the firm, they do not exceed the greater of $1 million or 2% of the Non - profit entity's consolidated gross revenues.

    • Former officer-directors

      As a general rule, an Officer-Director will not serve on the Board beyond the date he or she retires or resigns as a full-time officer.

    • Change of job responsibility

      A director will offer his or her resignation following the loss of principal occupation other than through normal retirement. Directors will provide prior notice in writing to the Corporate Governance & Nominating Committee of any change in their occupation or any proposed service on the board of a public or private company or any governmental position.

    • Director tenure

      The Board does not believe it appropriate to institute fixed limit on the tenure of directors because the firm and the Board would thereby be deprived of experience and knowledge.

    • Limits on board and committee memberships

      Each person serving as director must devote the time and attention necessary to fulfill the obligations of a director. Key obligations include appropriate attendance at Board and Committee meetings as well as appropriate review of preparatory material. Directors are also expected to attend the Annual Meeting of Shareholders. Unless the Board determines that the carrying out of a director's responsibilities to the firm will not be adversely affected by the director's other directorships: an officer-director will not serve on the board of more than four other public companies; directors who also serve as chief executive officers will not serve on more than a total of two public company boards in addition to the company of which they are CEO and the firm; and directors who are not chief executive officers will not serve on more than six public company boards in addition to the firm.

  • Board operations
    • Board and committee materials and presentations

      Information regarding items requiring Board and/or committee approval shall be distributed sufficiently in advance to permit adequate preparation.

      Financial information and press and analyst reports shall be provided monthly in order to ensure the Board is kept informed of developments between meetings.

    • Regular attendance of non-directors at Board meetings

      Non-directors, including members of management, may be present at Board meetings at the invitation of the Chairman.

    • Board access to management

      Board members have complete access to Management. To avoid conflict of interest, a director will not discuss with Investment Research team or unit involving a company with which the director is affiliated.

    • Confidentiality of information

      In order to facilitate open discussion, the Board believes in maintaining strict confidentiality of information and deliberations. .

    • Board access to outside resources

      The main responsibility for providing assistance to the Board rests on the internal organization. The Board and Board committees can, if they wish to do so, seek legal or other expert advice from a source independent of management. Resources for such purposes shall be provided by Management.

    • Director orientation and continuing education

      At such time when a director joins the Board, the Board as well as the Chief Executive Officer will provide appropriate orientation for the director which includes meetings with management. The Board encourages directors to participate in continuous education opportunities and considers such participation an appropriate expense to be reimbursed by the firm.

    • Code of business conduct and ethics

      CCIB has a comprehensive code of business conduct and ethics that addresses compliance with the law; reporting of violations of the code or of laws or regulations; employment and diversity; confidentiality of information; protection and proper use of the firm's assets; conflicts of interest; and personal securities and other financial transactions. Each director is expected to be familiar and is thus expected to comply with the code of conduct to the extent applicable to them.

  • Conduct Guidelines
    • Introduction

      As an employee of CCIB,we are not spared from encountering continuous ethical and legal questions in our daily operations. There are no shortcuts or specific formula in making the choices we have to make in business. It is our responsibility to ensure that these ethical and legal questions we encounter are consistent with CCIB's values. It must be acknowledge that in some instances, the Business Conduct Guidelines will only provide a standard baseline for our actions but underlying these guidelines are the values we share in CCIB:
       

      • Dedication to every client's success
      • Innovation that matters--for our company and for the world
      • Trust and personal responsibility in all relationships


      Our values may not provide obvious answers in all instances, but it does clearly indicate why we make the choices we do. You will encounter many situations where the choices that need to be made are not covered by these Business Conduct Guidelines. You will however not come across a major decision at CCIB where our values would not be applicable. It is safe to say that because of the values we share, you will never encounter a situation where actions contrary to our Business Conduct Guidelines are acceptable for CCIB.

      At CCIB, the Chief Executive Officer and senior executives are responsible for setting the standards of business ethics as well as overseeing compliance of these standards. It is the responsibility of each individual employee of CCIB to comply with these standards. Failure to do so will be detrimental to the organization.

      It is imperative that all CCIB employees obey the laws set and act ethically in their daily operations. CCIB's Business Conduct Guidelines provides general guidance for resolving a variety of legal and ethical questions for employees of CCIB, including its subsidiaries and affiliates.

      With rapid globalization, our industry is undeniably faced with intense competition. To succeed and remain competitive, significant changes must be made. These changes however make the ways in which we do business more complex. It is essential that we continuously reassess and clarify our practices therefore the contents of these Guidelines will be kept online and updated as required.

      Each section of these Guidelines covers an area in which we have responsibilities to CCIB as employees:

       

       

      • Personal conduct and protection of CCIB's assets
      • Obligations in conducting CCIB's business with other people and organizations
      • Conflicts of interest and other considerations affecting CCIB that may arise on our own time


      Due to the rapid changes in our industry, we are constantly presented with new ethical and legal issues. It is imperative that you understand that no set of guidelines should be considered the absolute last word under all circumstances. If you have any questions about interpreting or applying these Guidelines or about guidelines and procedures published by CCIB or its operating units, subsidiaries or specific functions, it is your responsibility to consult your manager or CCIB counsel. A violation of any CCIB guidelines can result in disciplinary action, including dismissal.



      “YOU AND YOUR JOB IN CCIB”

       

       

    • Communication Channels

      If you are aware of an unlawful or unethical situation, it is imperative that this be immediately reported. This can be done in several ways.
       

      • Contacting your Manager or CCIB counsel,
      • Raising your concern anonymously
      • Choosing direct communication or preferably known as an "Open Door" concept to Senior Management.


      CCIB will promptly review your report of any unlawful or unethical conduct. Threat or acts of retaliation against you as a result of making the report is strictly not condoned. Appropriate action will be taken to those who make these threats. …. .

    • Personal Conduct

      CCIB's reputation for integrity and business ethics should always be upheld in the strictest manner and never be taken for granted. To maintain such reputation, it is essential that you strictly follow all of CCIB's Business Conduct Guidelines and exercise good judgment in your decisions and actions. The integrity and reputation of CCIB lies in your hands.

      Should the Management of CCIB perceives that your conduct either on or off the job adversely affects your performance or that of other employees, or jeopardizing CCIB's legitimate business interests, you will undeniably be subject to disciplinary measures including dismissal.

    • Work Environment

      CCIB strives to maintain a healthy, safe and productive work environment which is free from discrimination or harassment based on race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or other factors that are unrelated to CCIB's legitimate business interests. CCIB does not tolerate sexual advances, actions or comments or racial or religious slurs, inappropriate comments or conduct in the workplace that creates, encourages or permits an offensive, intimidating or inappropriate work environment.

      Employees who are found to have engaged in harassment or discrimination, or to have misused their positions of authority in this regard, will be subject to disciplinary measures, including dismissal. Other conducts that are prohibited because of its adverse impact on the work environment includes:
       

      • Threats
      • Violent behavior
      • The possession of weapons of any type
      • The use of recording devices including videophones and Web cameras for other than management approved purposes
      • The use, distribution, sale or possession of illegal drugs or any other controlled substance except for approved medical purposes.


      In addition, employees should not be on CCIB premises or in the CCIB work environment if they are under the influence of or affected by illegal drugs, controlled substances used for non-medical purposes or alcoholic beverages. Consumption of alcoholic beverages on CCIB premises is only permitted, with prior management approval, for company-sponsored events.

    • Employee Privacy

      CCIB and its authorized companies will collect and maintain personal information which relates to your employment, compensation, medical and other benefits. Since CCIB is a global organization with multiple business processes, management structures and technical systems that cross country borders, it is important to understand that to run its business, CCIB and its authorized companies may possibly transfer personal information about you as an CCIB employee to any of the countries where CCIB does business. While not all countries have strict data protection laws, CCIB has implemented strict world-wide policies that are intended to protect information wherever it is stored or processed. For example, access to your personal information is restricted to people on a “need to know” basis. Personal information will only be released to outside parties upon the employee’s approval. CCIB and its authorized companies may however release personal information to verify employment, to satisfy the legitimate requirements of a company or other entity which is considering acquiring some of CCIB's business operations, or for appropriate investigatory, business or legal reasons. Employees who have access to personal information must ensure that the information is not disclosed in violation of CCIB's policies or practices.

      Personal items, messages or information that you consider private should not be placed or kept anywhere in the CCIB workplace such telephone systems, office systems, electronic files, desks, credenzas, lockers, or offices. CCIB management has the right to access these areas and any other CCIB furnished facilities. In order to protect its employees and assets, CCIB may ask to search an employee's personal property, including briefcases and bags located on or being removed from CCIB locations. In this instance, the employee is expected to cooperate with such a request. Employees, however, should not access another employee's work space, including electronic files, without prior approval from management.

    • Protecting CCIB’s Assets

      CCIB has a large variety of assets. Many are of great value to CCIB's competitiveness and success as a business. They include physical assets as well as extremely valuable “proprietary” information such as CCIB's intellectual property and CCIB confidential information.

      Protecting these assets is critical. Their loss, theft or misuse jeopardizes the future of CCIB. You are personally responsible for not only protecting CCIB property that is entrusted to you but also the company's other assets. In order to do this, you should be aware of and have a good understanding CCIB's security procedures. You should be alert to any situations or incidents that could lead to the loss, misuse or theft of company property. Such potential situations must be immediately reported to the security department or your manager as soon as they come to your attention. We include below the types of assets that you should be concerned about protecting as well as your responsibilities in guarding these assets:
       

      • Physical Assets


      CCIB's physical assets which include equipment, systems, facilities, corporate charge cards and supplies must only be used for conducting CCIB's business or for purposes authorized by management.

       

       

      • CCIB Information and Communication Systems


      CCIB's information and communication systems, including CCIB Internet connection is vital to CCIB's business and must only be used for appropriate purposes. Internet can be used for conducting CCIB business or for other purposes as authorized by your management or by the applicable CCIB guidelines. It is inappropriate to use CCIB systems to visit Internet sites that feature sexual content, gambling, or that advocate intolerance of others. It is also inappropriate to use them in a manner that interferes with your productivity or the productivity of others. You are therefore responsible to ensure that your use of CCIB systems is appropriate. Any inappropriate use of CCIB systems is a misuse of CCIB assets and will not be tolerated.

       

      • CCIB Proprietary Information


      CCIB proprietary information is any information that is owned by CCIB including information in the CCIB databases. Most, of CCIB proprietary information is confidential. It may also be subject to copyright, patent or other intellectual property or legal rights. CCIB Proprietary information includes the following:

       

      • CCIB's technical or methodical information relating to current and future products, services or research.
      • Business or marketing plans or projections.
      • Earnings and other financial data.
      • Personnel information including executive and organizational changes.
      • Software in object or source code form.


      CCIB's proprietary information is the result of ideas, hard work, and innovation of many of team members of CCIB as well as substantial investments by CCIB in planning, research and development. This information, particularly CCIB confidential information, gives CCIB a competitive advantage in the marketplace. Should this vital and confidential information fall into the wrong hands, it could potentially be damaging to CCIB. The value of CCIB's proprietary information is well known not only to CCIB's competitors but also to others in the industry which includes financial analysts, journalists, and consultants. CCIB would be potentially harmed by unauthorized disclosures of its proprietary information or by the unauthorized use of that information by these people. For example, unauthorized disclosure of an unannounced CCIB product can hurt CCIB by giving competitors ample time to incorporate a similar product to that of ours. Another example is the unauthorized disclosure of a proposed or unannounced executive or organizational change which could adversely affect employee morale and interfere with CCIB's plans. As an CCIB employee, you will have access to information that CCIB considers proprietary. Given the widespread interest in CCIB and the increasingly competitive nature of the industry, you will probably come into contact with someone who is interested in acquiring CCIB proprietary information. It is critical that you do not disclose or distribute this information unless authorized by CCIB. It is imperative that you follow all CCIB safeguards for protecting this information.

       

       

    • Inadvertent Disclosure

      You should be careful to avoid the inadvertent disclosure of CCIB proprietary information. To avoid having made such inadvertent disclosure, it is advised that you never discuss with any unauthorized person any proprietary information that CCIB considers confidential or which CCIB has not made public. It is also advised that you not discuss such information even with authorized CCIB employees if you are in the presence of others who should not be privy to such information. You should also not discuss such information with family members or with friends, who might innocently or unintentionally pass the information on to someone else. Finally, keep in mind that a harmful disclosure may start with the smallest leak of bits of information. Fragments of information you disclose may be pieced together with fragments from other sources to form a fairly complete picture.

    • Using Proprietary Information

      Besides your obligation to protect CCIB proprietary information from unauthorized disclosure or distribution, you are also required as an employee to use such information only in connection with CCIB's business and only as authorized by CCIB management. This obligation applies whether or not you developed the information yourself. This applies by law in virtually all countries where CCIB does business.

  • Participation in External Standards Organizations
    • Leaving CCIB

      Should you leave the company for any reason including retirement, all CCIB property, including documents and media which contain CCIB proprietary information must be returned. You are also not to disclose or use CCIB proprietary information including CCIB confidential information.

    • Authority to Make CCIB Commitments

      CCIB's management system and contracting processes are designed to help CCIB protect its assets and to provide the appropriate controls needed for CCIB to run its business effectively with CCIB clients, CCIB Business Partners, CCIB suppliers and other relevant third parties. Within these processes, well defined authority for pricing and certain other contract terms and conditions may have been delegated to certain organizations as well as the line management. Making business commitments outside of these processes, through side deals or otherwise, is not acceptable. We strictly emphasize that you should not make any oral or written commitments that create a new agreement or that will modify an existing CCIB agreement with a third party without approval, consistent with delegation levels. All such commitments must have visibility to CCIB Accounting to help ensure the accuracy of CCIB's books and records. If you have any questions about a specific situation with a client or Business Partner, you can contact your local CCIB Finance or CCIB Legal representatives. Should you have questions about a procurement arrangement, you can contact your local procurement representative.

    • CONDUCTING CCIB’S BUSINESS

      You must be ethical and lawful in all business dealings whether you are selling, buying or representing CCIB in any capacity. Today CCIB is engaged in a variety of business relationships with many companies and organizations, including authorized business partners, alliance companies and original equipment manufacturers. No matter what type of organization you are dealing with or what its relationship is to CCIB, you should always observe the following general standards.
       

      • Avoiding Misrepresentation


      Never make misrepresentations or dishonest statements to anyone. If you believe that the other person may have misunderstood you, promptly correct any misunderstanding. Honesty based on clear communication is integral to ethical behavior. Trustworthiness is essential to forming and maintaining sound and lasting relationships.

       

       

      • Dealing with Suppliers


      To select suppliers, it is best to weigh the facts impartially to determine the best supplier. Whether or not you are in a position to influence decisions involving the evaluation or selection of suppliers, you must not exert or attempt to exert influence to obtain "special treatment" for a particular supplier. Should you appear to do so can undermine the integrity of our established procedures. CCIB uses a competitive evaluation process to select the best suppliers. We emphasize that prices as well as other information submitted by the suppliers are confidential. CCIB's evaluation of the information obtained by the suppliers is equally confidential. Employees as well former employees are not permitted to use any of this information outside of CCIB without the expressed written permission from management. It is essential that suppliers competing for CCIB's business have the utmost confidence in the integrity of our selection process.

       

       

      • Avoiding Reciprocal Dealing


      Seeking reciprocity is contrary to CCIB policy and may also be unlawful. You should not tell a prospective supplier that your decision to buy their goods or services is based on the condition that in return the supplier must agree to buy CCIB products or services. This however does not mean that a “CCIB client” cannot be a “CCIB supplier” or that CCIB can never consider its other relationships with the supplier when it is evaluating the supplier. It simply means that CCIB's decision to buy goods and services from a supplier must be made independently from that of supplier's decision to buy CCIB products and services.Competing in the Field

      CCIB has in the past and will continuously be aggressive in competing for business. Should market conditions, impact of competition or other circumstances require that the pricing or service terms be modified, it is imperative that these modifications be specifically approved by the appropriate level of management. We strictly emphasize that you fully understand that you should never extend any modified service or contract terms to any client without prior management authorization. Should your role in CCIB require you to perform a marketing or service activity, CCIB fully expects you to compete not just vigorously and effectively, but lawfully and ethically as well.

    • Avoiding False and Misleading Statements about Competitors

      CCIB's has always strictly upheld its policy of selling their products and services based on their own merits. CCIB does not believe in making false or misleading statements and innuendoes with regards to their competitors, products or services. Such conduct merely taints CCIB’s sterling reputation in the market, invites disrespect from clients as well as complaints from competitors. It is important to ensure that all comparisons to competitors’ products and services are substantiated, complete, accurate and not misleading. Certain countries prohibit comparative advertising. Advice on this subject is available from your local CCIB counsel.

    • Selling against Competitive Orders

      Should a competitor secures a firm order (a legally enforceable contract) from a client, it is CCIB’s practice to not market their products or services to that client until the competitor's product is installed, service performed or that the firm order is cancelled. What is a "firm order"? Unconditional contracts are regarded as firm contracts. Letters of intent, free trials, conditional agreements and similar arrangements are usually not considered firm orders. Generally, if a “firm order” does not exist, you may sell to the client. However, this is a complicated subject, and as a result it is often difficult to determine if a firm order actually exists. Should you come across a situation that is unclear, seek advice from CCIB counsel.

    • Relationships with Other Organizations

      Like other companies, CCIB has established many relationships with various other types of organizations such as leasing companies, software houses, banks and other financial institutions, maintenance companies, systems integrators, third-party programmers and others who compete with, buy from, or sell to, CCIB. During the dealings, it is important that you understand each one of the relationships involved, and act accordingly.

    • Complementary Third Parties

      CCIB has various relationships with complementary third parties which include the CCIB Business Partners and reference organizations. These third parties assist CCIB to market and render CCIB solutions. Should your responsibilities bring you into contact with these third parties, you must follow the applicable sales, marketing and services guidelines that describe the appropriate conduct for dealing with them. In addition to their complementary offerings, some of these third parties may however market products or services that compete with CCIB. When such a situation arises, you must exercise caution and follow established guidelines for dealing with competitors.

    • Business Contacts with Competitors

      It is important to recognize when a company you have dealings with, as a supplier or a client, is however also a CCIB competitor. Such relationships are extremely delicate and require extra care. It is inevitable that you and the competitors will, from time to time, meet, talk and attend the same industry or association meetings. These contacts are perfectly acceptable as long as established procedures are followed. Acceptable contacts include:
       

      • Sales and purchases from other companies in our industry
      • Approved participation in joint bids, attendance at business shows, standard organizations and trade associations.


      Though these contacts are acceptable, we advise that you practice caution. If in doubt, you should seek advice from CCIB counsel.

    • Prohibitions

      When dealing with competitors, you are strictly prohibited from discussing the following:

      • Pricing policy,
      • Contract terms
      • Costs
      • Marketing and product plans
      • Market surveys and studies
      • Sales plans and capabilities
      • Proprietary or confidential information.


      Discussion of these subjects as well as collaboration on them with competitors is strictly illegal. If a competitor raises any of these subjects, even lightly or with apparent innocence, you should object, stop the conversation immediately, and tell the competitor that under no circumstances will you discuss these matters. If necessary, you should leave the meeting. In summary, disassociate yourself and CCIB from participation in any possibly illegal activity with competitors. We stress that you should confine your communication to what is clearly legal and proper. Finally, report immediately to CCIB counsel any incident involving a prohibited subject.

    • Acquiring and Using Information about Others

      In the normal course of business, it is not unusual to acquire information about many other organizations, including competitors. Doing so is a normal business practice and is not unethical in itself. As a matter of fact, CCIB quite properly gathers this kind of information for such purposes as extending credit and evaluating suppliers. The company also collects information on competitors from a variety of legitimate sources to evaluate the relative merits of its own products, services, and marketing methods. This activity is proper and essential as a way of remaining its competitive edge in the market. There are, however, limits to the ways that information should be acquired and used, especially information about competitors. No company should use improper means to acquire a competitor's trade secrets or other confidential information. Illegal practices such as trespassing, burglary, wiretapping, bribery and stealing are obviously wrong. Hiring competitors’ employees in an attempt to acquire a competitor's confidential information is also improper and frowned upon. Improper solicitation of confidential data from a competitor's employees or from CCIB clients is wrong. CCIB will also not tolerate any form of questionable intelligence-gathering. Information regarding other companies should be treated with sensitivity and discretion. Since such information is often pertaining to individuals it is therefore justifiable that other companies should be rightly concerned of their reputations and the privacy of their people. In addition, individuals, such as consumers and the employees of clients, business partners and suppliers, are also concerned about their privacy, especially now that Internet use has become so widespread. CCIB remains dedicated to protecting the privacy of personal information of others. CCIB will only collect, use, process, and disclose an individual's personal information in accordance with CCIB's privacy policies and guidelines as well as CCIB's commercial e-mail guidelines. When working with sensitive information with regards to other companies and individuals, you should only use that information in the proper context and make it available only to other CCIB employees on a legitimate “need to know” basis. In presenting such information, you should disclose the identity of the organization or individuals only if deemed necessary. Should however such disclosure is not deem necessary, you should present the information in the aggregate or by some other means.

    • Information Owned by Others

      Other organizations, like CCIB or individuals have intellectual property which includes confidential information that they want to essentially protect. There are instances where certain parties are sometimes willing to disclose and allow others to use their proprietary information for a particular purpose. Should you receive another party's proprietary information, you must proceed with caution to prevent any accusations that CCIB misappropriated or misused the information.

    • Receiving Information That May Be Confidential or Have Restrictions on Its Use

      To avoid the risk of CCIB being accused of misappropriating or misusing someone's confidential or restricted information, there are certain steps you must take before receiving such information. The receipt of confidential or restricted information (whether oral, visual or written) must not take place until the terms of its use have been formally agreed to by CCIB and the other party in a written agreement approved by CCIB counsel. Furthermore, unless otherwise delegated, an appropriate CCIB executive must approve the receipt of another's confidential or restricted information. Once another party's confidential or restricted information is properly in your hands, you must not use, copy, distribute or disclose that information unless you do so in accordance with the terms of the agreement. In any case, you are not to take the status of information for granted. If you have information in your possession that you believe may be confidential to a third party or may have restrictions on its use, you should consult immediately with CCIB counsel.

    • Acquiring Software

      Special care should be taken when acquiring software from others. As intellectual property, software is protected by copyright and may also be protected by patent or trade secret laws. Software includes computer programs in "beta" or finished form, databases and related documentation. The software may be on any tangible media, such as print-outs, DVDs, CD-ROMs or diskettes, or it may be accessible electronically through a network from sources such as online databases, bulletin boards, or Web sites. Before you accept software, access software or data on a network, or accept a license agreement, you must follow established procedures which may include a review with CCIB counsel. The terms and conditions of any license agreement, which includes “provisions not to copy” or “distribute programs” must be strictly followed. If you decide to acquire software for your personally owned equipment, you should not copy any part of such software in any development work you do for CCIB, place such software on any CCIB owned computer system, or generally bring such software onto CCIB premises. This includes any copies of software which reside on any electronic online bulletin boards or databases. If there is a question of ownership or license rights to software, you should consult your manager before you distribute the software in CCIB through any distribution channel, including electronic channels such as conferencing disks or e-mail. Your manager may consult CCIB counsel. It is your responsibility to make sure that all third party software you are using is appropriately licensed and that you use it only in accordance with the terms of its license.

    • Bribes, Gifts and Entertainment

      Gifts offered by employees of different companies vary widely. These can range from widely distributed advertising novelties of nominal value, which you may give or accept, to bribes, which you unquestionably may not give or accept. Gifts include not only material goods, but also services, promotional premiums and discounts. The following are CCIB's general guidelines on giving and receiving gifts and business amenities. Under these guidelines, senior management may also approve giving or receiving higher value gifts and business amenities provided the gifts and business amenities are not prohibited by law or known client, Business Partner, or supplier business practice.

      • Business Amenities


      With management approval, you may give or accept customary business amenities, such as meals and entertainment, provided the expenses involved are kept at a reasonable level and are not prohibited by law or known client, Business Partner, or supplier business practice. For example, suppliers, including CCIB, frequently find it appropriate to provide education and executive briefings for their clients. It is all right to provide or accept some services in connection with this type of activity, such as transportation in CCIB's or a supplier's airplane, and food and lodging, if you have management approval.

       

       

      • Receiving Gifts


      Neither you nor any member of your family may solicit or accept from a client, Business Partner, or supplier money or gifts that could influence or could reasonably give the appearance of influencing CCIB's business relationship with that organization. However, unless CCIB has specified to the contrary, you may accept promotional premiums and discounts offered by transportation companies, hotels, auto rental agencies and restaurants if they are based upon membership in bonus programs for individuals and are offered generally to all travelers. You may also accept a gift of nominal value, such as an advertising novelty, when it is customarily offered to others having a similar relationship with the client, Business Partner, or supplier. Should you have any doubts about a particular situation, you should immediately consult your manager. Should you be faced with a situation where you are offered gifts which has more than nominal value or which is not customarily offered to others, or money and if either arrives at your home or office, this must be immediately reported to your manager. Appropriate arrangements will be made to return or dispose of what has been received, and the supplier or client will be reminded of CCIB's gift policy.

       

       

      • Referral Fees


      Upon authorization from CCIB, you may refer clients to third party vendors such as CCIB authorized agencies; CCIB authorized assistants, third party organizations or financing institutions. However, CCIB employees may not accept any fee, commission, or other compensation for this activity from anyone except CCIB alone.

       

       

      • Giving Gifts


      You may not give money or any gifts to an executive, official or employee of any client, Business Partner, supplier or any other organization if doing so would influence or could reasonably give the appearance of influencing the organization's relationship with CCIB. You may, however, provide a gift of nominal value, such as a CCIB advertising novelty provided it does not prohibited by law or the organization’s known business practices.

       

       

    • Relationships with Government Employees

      Acceptable practices in the commercial business environment, such as providing education, transportation, meals, entertainment or other things of value, may however be entirely unacceptable or even violate certain provincial, federal, state, local or foreign laws and regulations when we dealing with government employees or those who act on the government's behalf. Therefore, you must be aware and adhere to the relevant laws and regulations governing relations between government employees and clients, Business Partners, and suppliers in every country where you conduct business. You should contact CCIB counsel for guidance. Always ask if you have some doubt regarding government ownership. In countries where local customs call for giving gifts to clients or others on special occasions, you may, with prior approval from management and CCIB counsel, present gifts that are lawful, appropriate, and of nominal value. This action must however not be seen as seeking a special favor. To avoid certain legal or ethical restrictions with respect to the hiring of current or former employees of the government as well their family members, it is advisable that you consult with CCIB management and CCIB counsel before any attempts, even preliminary discussions, are made to hire any such persons.

    • Complying with Law

      CCIB's policy is to comply with all laws and regulations that apply to its business. As you conduct CCIB's business, you may encounter a variety of legal issues, particularly in the areas described below. Should you have questions on specific laws or regulations, it is advisable to contact CCIB counsel. Competition Laws governing competition exist in most of the industrialized countries in which CCIB does business. The purpose of competition laws, which also may be known as antitrust, monopoly, fair trade or cartel laws is to prevent interference with the functioning of a competitive market system. While the purpose of such laws is primarily economic, their effect is often seen as going beyond consumer welfare to protecting other values of society, including individual freedoms. Companies also may violate competition laws without acting jointly with other companies by, for example, illegally monopolizing or attempting to monopolize an industry or unlawfully abusing a dominant position. CCIB's policy is to comply fully with competition laws throughout the world. You can help by adhering to all of CCIB's business conduct guidelines, by being sensitive to legal concerns under competition laws, and by raising any such concerns with CCIB counsel.

      ON YOUR OWN TIME

    • Conflicts of Interest

      Your private life is very much your own. You are, however, a CCIB staff both on and off the job and a potential conflict of interest may arise should you decide to engage in any activities or advance any personal interests, at the expense of CCIB's interests. Ultimately it would be up to you to avoid situations in which your loyalty may become divided. Each individual's situation is different, and in evaluating your own, you will have to consider many factors. The most common types of conflicts are addressed here to help you make informed decisions.

       

      • Assisting a Competitor


      An obvious conflict of interest is providing assistance to an organization that markets products and services in competition with CCIB's current or potential products or service offerings. You may not, without CCIB's consent, work for such an organization in any capacity, such as an employee, a consultant or as a member of its board of directors. Such activities are prohibited because they could divide your loyalty between CCIB and that organization.

       

       

      • Using CCIB’s Time and Assets


      You are not to perform non-CCIB work or solicit such business on CCIB premises or while working on CCIB time, including time you are given with pay to handle personal matters. Also, you are not permitted to use CCIB assets, including equipment, telephones, materials, resources or proprietary information for any outside work.

       

       

       

       

      • Participation in Political Life


      CCIB will not make contributions or payments as well as any endorsement of support which would be considered a contribution directly or indirectly to political parties or candidates, including through intermediary organizations, such as “political action committees” or “campaign funds”. For example, CCIB will not purchase tickets or pay fees for you or anyone else to attend any event where any portion of the funds will be used for election campaigns. In many countries, political contributions by corporations are illegal. CCIB will not make such contributions, even in countries where it is considered legal. CCIB will also not provide any other form of support that may be considered a contribution. You must not make any political contribution as a representative of CCIB. You may not request reimbursement from CCIB, nor will CCIB reimburse you, for any personal contributions you make. It is also important for you to recognize that that your work time or use of CCIB assets is the equivalent of such a contribution. Therefore, you will not be paid by CCIB for any time spent running for public office, serving as an elected official or campaigning for a political candidate, unless required by law. You can, however, take reasonable time off without pay for such activities if your CCIB duties permit the time off and if it is approved by your manager. You also may use vacation time for political activity. You must consult with CCIB Governmental Programs before accepting a political appointment to any government entity or running for government office at the local, state, provincial or federal level.