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Vernacare Code of Conduct / LSAS Policy

Introduction

 

Vernacare expects all supply chain partners to commit to undertaking all business activities in a fair way, ensuring that anyone they deal with in the course of work is treated with honesty, integrity and respect and that we are all accountable for our actions. 

Any company or member of the supply chain must operate within the law as well as understanding and complying with Vernacare’ policies, rules, codes and procedures. 

This code is written without exception or compromise to these ethical values.

The Vernacare code is underpinned by the Base Code outlined by the Ethical Trade Initiative (ETi).

Basically that means adherence to the below:

  1. Employment is freely chosen not forced.
  2. Freedom of association for the workforce and supply chain members.
  3. Working conditions are safe and hygienic.
  4. Child labour should not be used.
  5. Living wages are paid.
  6. Working hours are not excessive.
  7. No discrimination is practiced.
  8. Regular Employment is provided.
  9. No Harsh or inhumane treatment is allowed.

Supply Chain partners are expected to avoid any activity that may pose a conflict or be perceived as to conflict with the Vernacare’ interests and relationships.

In the engagement of any third party Vernacare needs to ensure that they are made aware of our Code of Conduct and obtain their agreement to act in accordance with it.

Vernacare specific Code detail includes:

Scope

The Code applies to all individuals and companies who undertake work for Vernacare or on our behalf.  This includes contractors, consultants, suppliers, distributors and any third party who provides services to Vernacare or to others on our behalf.

Purpose

The purpose of the Code is to define and explain the principles and standards that Vernacare expects everyone to follow in conducting business activities for or on behalf of Vernacare, whenever and wherever that may be. 

The Code explains how to consider if the decision to be made is ethical and what the appropriate behaviours and responses are to enable us to maintain our integrity.

Vernacare expects Suppliers to ensure that this Supplier Code of Conduct is communicated to their employees, parent, subsidiaries and affiliated entities as well as any subcontractors and to require their next tier suppliers to acknowledge and implement this Supplier Code of Conduct. This communication should be in the local language of the Supplier and provided in a manner understood by all.

Responsibility for compliance

Every supply chain member:-  

  • has a duty to understand how the Code affects the work that they undertake.
  • has a duty to think and act ethically and reach reasonable business decisions that do not breach the code.
  • must respect and operate within applicable legislation, rules and regulations at all times.
  • must also respect the company’s policies, rules and procedures which may go beyond the requirements of statutory regulations or legislation.
  • has a duty to make themselves aware of the law, the regulations, policies, rules and procedures that govern the work that they do and the way it is done.
  • Is responsible for reporting any activity that they believe conflicts with the requirement of the Code.
  • Is responsible for disclosing any action that they feel is or could be a breach of the Code by raising the matter with a Vernacare senior manager.

Vernacare managers and those with responsibility for engaging third parties have additional responsibilities to ensure that the people they manage or engage understand the Code and are adequately trained and informed of how they can achieve compliance. 

Senior managers are responsible for ensuring that any reports of non-compliance are fully investigated and reported to the Chief Executive Officer.

Reservation of rights

This Code is not a contract. Vernacare reserves the right to change, modify, suspend, interpret or eliminate any provisions of the code at any time, for any reason, and without the need to consult or give notice to any party or individual.

Compliance with specific policies and laws

The Vernacare company code covers many specific areas related to activity of internal Vernacare employees.

The areas of code, specific to 3rd Party Sources (suppliers, contractors, consultants and distributors) are the Employment Laws, Bribery and Corruption, and the Modern Slavery law (please see below), but generally all aspects should be considered.

 

 

 

Accounting

Vernacare are responsible for keeping accurate records and accounts that reflect all Company transactions.  We must be able to fully account for all of our assets, liabilities, income and expenditure.  Financial statements are prepared according to the regulations, rules and criteria in force.

Vernacare expects its Suppliers to honestly and accurately record and report all business information, and create, retain, and dispose of business records in full compliance with applicable legal and regulatory requirements.

Tax Compliance

Suppliers must follow applicable tax codes. Vernacare expects its Suppliers to comply with all applicable tax requirements, including, but not limited to payroll tax, value added tax (VAT), goods and services tax, income tax, sales tax, customs and import duties, use tax and property tax. Suppliers must not illegally evade taxes through any means, including, but not limited to, underreporting income, inflating deductions or expenses, laundering money, or concealing funds in offshore accounts.

Audits & Investigations

Vernacare are audited by various different regulatory bodies as well as awarding bodies.  All employees are expected to fully cooperate in any audit being undertaken.  Nobody should improperly influence, coerce, manipulate or mislead any individual or group of individuals conducting an audit.

The same principles apply to internal and 3rd party required investigations where individuals and companies are expected to cooperate and not knowingly make false or misleading statements.

Bribery & Corruption

Bribery is the giving or receiving of a gift, payment or other benefit in order to obtain a commercial advantage.  A bribe need not actually materialise, the fact that it was asked for or offered is sufficient.

All business dealings within Vernacare must be conducted in an honest and ethical manner, wherever we operate across the globe.  We have a zero-tolerance approach to bribery and corruption and are committed to acting fairly and with integrity at all times.  In dealings with anyone from private industry or government never:

  • Offer or make any unauthorised payments
  • Attempt to induce anyone to do something illegal or improper
  • Offer or accept money, gifts or kickbacks or any other item of value, for obtaining contracts or business
  • Make any offer of a contribution, whether in cash or in kind to support any political cause

 

Corruption is the misuse of entrusted power or a breach of duty for personal gain.

Suppliers must comply with the anti-corruption laws of the countries in which they do business, including, as appropriate the UK Bribery Act, the Brazil Clean Company Law, and the United States Foreign Corrupt Practices Act (“FCPA”). Suppliers may not make any direct or indirect payments or promises of payment to foreign government officials or others for inducing that individual to use his/her position to obtain or retain business. In accordance with the UK Bribery Act and the FCPA, Vernacare expects its Suppliers to honestly and accurately record and report all business information, create, retain, and dispose of business records in full compliance with applicable legal and regulatory requirements.

Gifts and Hospitality

Vernacare does support the offering and receipt of modest non-cash gifts to and from business partners where appropriate for marketing purposes or, as long as the gift is occasional and not regular or repeated and is not given or received in an attempt to influence a business decision.

The offer of a gift may also be appropriate for other purposes such as expressing thanks or making a goodwill gesture.  For example, we may offer promotional material such as pens; calendars etc. for marketing purposes or send a small token gift to a business partner as a Christmas gift.  Receipt of such items is also acceptable.

If the estimated value of a proposed gift is worth more than £25, the Vernacare employee must obtain prior approval from their line manager, who will decide if the proposed gift is legitimate, proportionate and reasonable. 

Suppliers must use discretion and care to ensure that expenditures on Vernacare personnel or representatives are reasonable and in the ordinary and proper course of business and could not reasonably be construed as an improper inducement or bribe, or otherwise violate applicable laws and/or regulations. In any case, gifts and entertainment cannot be offered such that they are construed as intended to influence the judgment of the recipient to secure unfair preferential treatment or gain improper advantage. A general guideline for evaluating whether a business gift or entertainment is appropriate, is whether public disclosure would be embarrassing to the Supplier, Vernacare, or the recipient. Suppliers are responsible for ensuring that acceptance of any business gift or entertainment is proper and could not reasonably be construed as an attempt by the offering party to secure favourable treatment or otherwise violate applicable laws and regulations.

Modern Slavery Law and Human Trafficking

Vernacare will strive to comply with the applicable laws in each country in which it operates or its goods are distributed. 

The use of forced, slave or child labour is not permitted, neither is the abuse or physical punishment of any individual providing work for, or on behalf of, Vernacare. 

We will conduct due diligence with any prospective new supplier, distributor, contractor and customer to ensure that they meet the minimum legal requirements applicable to them in the country in which they are working from and satisfy ourselves, as far as we are able that there is no forced, slave or child labour occurring prior to setting up any contractual arrangements.

 

The Vernacare Policy on Modern Slavery and Human Trafficking prohibits modern slavery and human trafficking in its operations, in its supply chain, and by its business partners around the globe. This policy is consistent with our fundamental ethical values: integrity, mutual respect, responsibility, and corporate citizenship, as described in the Vernacare Code of Business Conduct. Vernacare employees, contractors, subcontractors, vendors and suppliers must not engage in any practice that constitutes modern slavery in any of their business activities. Vernacare Suppliers and business partners found to be in violation of this policy are subject to disciplinary action, up to and including termination of the business relationship. There shall be no unreasonable restrictions on workers’ freedom of movement, or unreasonable restrictions on entering or exiting the Supplier-provided facilities. All work must be voluntary, and workers must be free to leave work at any time or terminate their employment.

Humane Treatment

Suppliers may not engage in harsh or inhumane treatment, coercion or verbal abuse of workers or any threat of such treatment. Discipline policies and procedures must be clearly communicated to workers.

Employment Laws

Vernacare is committed to creating a culture of treating everyone with respect and dignity.  Individuals are expected to:

  • Set high personal ethical standards for themselves
  • Perform their job roles with integrity and comply with all company rules and procedures
  • Feel comfortable raising questions or making suggestions or raising complaints without fear of reprisal or loss of dignity

Supervisors and managers are required to:

  • Exhibit high levels of ethical conduct and encourage their teams to do the same
  • Promptly report any unethical, illegal behaviour or non-compliance to a more senior manager

The above also act as a guideline for all 3rd party companies, work for, or on behalf of Vernacare and its supply chain.

 

Non-Discrimination

 

Hiring and employment decisions must be made solely on the basis of the skill, ability and performance of workers or employees. Discrimination on the basis of race, colour, religion, gender, sexual orientation, gender identity and expression, political opinion, or national origin is not permitted.

 

 

 

 

 

Working Hours and Wages

Suppliers’ employees shall not work more than the maximum hours permitted under applicable law. Wages paid to employees must be at least equal to the applicable minimum wage and any other applicable statutory benefits. Any overtime hours must be paid at the legally mandated pay rates.

 

Discrimination

Discrimination on any protected grounds under the laws and regulations of the country in which we are operating is strictly prohibited and any allegations made will be taken seriously. 

Harassment

All individuals that work for us or on our behalf have the right to work in an environment free from all forms of harassment, abuse, intimidation or physical violence. 

The following are examples of behaviours that will not be tolerated:

  • Behaviour intended to intimidate, threaten or coerce any individual regardless of whether it is done verbally, physically or in writing.
  • Threatened or actual physical violence.
  • Activity of a sexual nature such as unwelcomed sexual advances, verbal or physical conduct of a sexual nature or requests for sexual favours.
  • Using language or conduct which others may find offensive, derogatory or intimidating.
  • Wilful damage to property belonging to other persons or the company.

Protection of Company and third-party information

A number of employees will have access to confidential and proprietary information belonging to the Company or any of its third parties during the course of their employment.  No confidential or proprietary information may be disclosed either during or following employment.  Such information should never be used or disclosed without the authorisation of a Company Director.

In acting ethically, we must also respect the property rights of third parties except where this is permitted by a non-disclosure agreement or other confidentiality clause in any contractual document.

Intellectual property, Publicity and Confidentiality

Many of our products are patented, have copyrights and trademarks.  These are known as intellectual property.  There is no right to use any Intellectual property without the prior authorisation from a Vernacare Company Director.

 

 

Vernacare prohibits the public disclosure of its name, logo, likeness, Supplier relationships, products, parts, designs or any other non-public information in any press release, prospectus, offer to do business, Customer list, or website, including, without limitation, product displays, without prior written authorisation. As a publicly traded company, disclosure of Vernacare’ material non-public information could lead to violations of applicable securities laws. Suppliers must not disclose to others and will not use for their own purposes or the purpose of others any trade secrets, confidential information, knowledge, designs, data, skill or any other information considered by Vernacare as “confidential” or “non-public”.  Suppliers must safeguard and make only appropriate use of confidential information and ensure that all their employees do the same.

Data protection

It is necessary within our business to acquire, retain, use and disclose information about our employees, our distributors and third-party suppliers and contractors. 

We will comply with the relevant laws and regulations in the countries in which we operate to ensure that the information we acquire, retain use and disclose is permitted by the laws and regulations in force in that area.  In the UK we are registered with the Information Commissioner. 

We ensure that out of date information is destroyed and that we only keep information for as long as is permitted by the relevant laws and regulations.

Responsible Sourcing

Suppliers must not incorporate materials or parts in materials, parts or services supplied to Vernacare that would violate any law or regulation because of the origin of the material, part or service. Suppliers must have a policy to reasonably assure that the tantalum, tin, tungsten and gold in the products they manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. Suppliers must exercise due diligence on the source and chain of custody of these minerals and make their due diligence measures available to Vernacare upon request.

Conflicts of Interest

Suppliers must avoid the appearance of improprieties or conflicts of interests. Suppliers must not deal directly, including engaging in contract negotiations, with any Vernacare employee that has a financial interest in the Supplier. Similarly, Suppliers must not deal directly with any Vernacare employee that is a spouse, domestic partner, family member or relative of the Supplier. It is the obligation of both the Supplier employee and the Vernacare employee to proactively disclose any of the aforementioned relationships.

 

 

 

Sustainability and Social Responsibility

Vernacare expects its Suppliers to conform to business practices that preserve and protect the environment, contribute to the social well-being of the communities in which they do business and have operations, and demonstrate accountability and transparency in sustainability performance. Suppliers must conserve natural resources, avoid the use of hazardous materials where possible, and promote activities that reuse and recycle.

Import/Export laws

Suppliers must comply with all applicable trade laws of the United States, the European Union, and any other nation relating to import/export matters, including the European Union Customs Code. This includes timely provision of all information necessary to comply with import requirements of the United States or other countries of destination, and not exporting any products received from Vernacare to any proscribed country listed in the U.S. Export Administration Regulations. Suppliers will state the country of origin on goods, packaging and invoices as well as provide proper documentation to support available free trade agreement claims.

Facility and Supply Chain Security

Suppliers must maintain adequate security at all facilities and implement supply chain security procedures designed to prevent the introduction of non-manifested cargo into outbound shipments (e.g. drugs, explosives, bio-hazards or other contraband) in alignment with applicable law, including the principles of the U.S Customs and Border Protection’s Customs-Trade Partnership Against Terrorist (C-TPAT) program. Suppliers agree to provide required certification or security questionnaire responses related to C-TPAT.

Additionally, each facility must have written security procedures and maintain documented proof of the adequate controls implemented to guard against introduction of non-manifested cargo.

Reporting an incident or concern

Suppliers must work and direct employees in accordance with Vernacare’s Whistleblowing Policy (Available on request).

Vernacare can be contacted confidentially either by :

Calling the LSAS Hotline: +44 (0) 1204 555976

Or By E-Mailing: Vernacare.LSAS@vernagroup.com

 

All instances of unethical behaviour will be investigated.   

 

 

 

Responsibility to Report

Suppliers shall promptly report to Vernacare any known breach of this Supplier Code of Conduct and implement a corrective action plan to cure the non-compliance (furnished to Vernacare in writing). If a Supplier fails to meet the corrective action plan commitment, Vernacare may terminate the business relationship, including suspending placement of future orders and potentially terminating current production. Vernacare reserves the right to hold Suppliers responsible for reasonable costs of investigating non-compliance. Vernacare also reserves the right to terminate relationship, regardless of mitigation.

Non-Retaliation

Vernacare will not tolerate any retribution or retaliation taken against any individual who has, in good faith, sought out advice or has reported questionable behaviour or a possible violation of the Supplier Code of Conduct.

Supplier Certification of Compliance

By its acceptance of any purchase order from Vernacare or delivery of any goods and/or services to Vernacare, the Supplier acknowledges its acceptance of this Supplier Code of Conduct and its intention to comply with its requirements and agree to report any information alleging a violation of this Supplier Code of Conduct to the Vernacare Procurement department. Vernacare encourages Suppliers, their employees and subcontractors with questions regarding the Vernacare Supplier Code of Conduct to contact Vernacare regarding their concerns, this can be done in strictest confidence through the published methods. Suppliers and their employees should work with their Vernacare contact in resolving business practice or compliance concerns.

 

Version 2 : 10th January 2020