Professional and Business Ethics Policy
It is Sandwell's policy that its professional services and related business activities be founded on good faith dealing and ethical conduct. It is our belief, confirmed by our own experience over many decades at home and abroad, that these standards transcend both cultural and national differences, and time. These standards have been and will be the basis for Sandwell's and its employees' continued services and relationship with its clients in North America and in foreign lands.
To no little degree, Sandwell—and its success since the company's origins in the 1920s—is reflected in the ideals and conduct of its personnel and in the business and professional relationships fostered by its employees, officers and authorized representatives. This Code serves as the guide to Sandwell's policy, which is to maintain the highest level of professional and business conduct, build on our international reputation and secure continued benefit and prosperity for both Sandwell and its personnel and for Sandwell's clientele.
There is no magic or mystery to good faith comportment or ethical conduct. Guideposts to such standards are readily found in applicable laws, and in a reasonable person's intrinsic "common sense" ethics guidepost which reads: "do the right thing." This Code serves as confirmation of our Policy, and each Sandwell employee, agent or representative is under a positive duty to adhere to the standards and spirit of the Code.
Honest and Ethical Conduct
In performing duties for or on Sandwell's behalf, employees shall communicate and deal with others with honesty, integrity and professional courtesy.
Professional Ethics
Sandwell's professional engineers shall be mindful of and comply with the relevant professional Code of Ethics that governs the practice of engineering in the Canadian, U.S. or other jurisdiction in which Sandwell operates. These requirements may also be supplemented by guidelines set out in Sandwell practice or corporate-wide manuals.
Observance of Laws
Sandwell and its employees shall comply with all the lawful requirements at the location in which they are operating. In foreign locations Sandwell representatives are to maintain a level of professional conduct and business ethics no less stringent than would be expected in North American locations, and shall at all times abide by the principles and requirements set out in North American anti-corruption laws (Canada - Corruption of Foreign Public Officials Act; USA - Foreign Corrupt Practices Act).
Sandwell Information and Client Information Confidentiality
All data, business information, ideas, concepts, drawings and other information, in any recorded form or media, made known or available to an employee through or by reason of his or her employment is to be kept strictly confidential, and not used, disclosed or copied except as required in the course of the employee's duties to the Company.
Sandwell, as a professional consultant, deals with information that is private and highly confidential, and frequently of significant business value, to our clients or to others involved in a client project. Staff shall familiarize themselves and adhere to all requirements of confidentiality that have been agreed to between Sandwell and the client and such other parties. Unless specifically authorized, or unless required for Sandwell's mandate on a job, staff are not to discuss with or disclose to anyone not employed by Sandwell: (i) any information concerning the client facilities or business; or (ii) Sandwell's technical or contracting arrangements; or (iii) any details relating to Sandwell projects, products and/or services for our clients. Discussions with other Sandwell staff regarding such matters shall be on a "need-to-know" basis only.
Conflict of Interest
No employee shall follow a duty or interest of a private nature that may conflict, directly or indirectly, with that employee's duties to Sandwell. Where such situation exists, the employee shall disclose the situation to his or her supervisor in order that the matter may be addressed in a proper manner. Examples of situations where a conflict of intent may arise are:
- acceptance of gifts, entertainment or other benefits from Sandwell clients or companies which have business relationships with Sandwell or its clients;
- misuse, or disclosure to others, of Sandwell or Sandwell client confidential information, or unauthorized copying or removal of such information from Sandwell premises;
- failing to report, or privately taking advantage of, a business opportunity falling within the Company's business sphere, and which comes to the employee's attention in the course of his/her duties with Sandwell;
- investment in or employment by a supplier, client or competitor of the Company;
- borrowing from or lending to such supplier, client or competitor;
- conduct that is in breach of Canada's Corruption of Foreign Public Officials Act or USA's Foreign Corrupt Practices Act.
Political or Interest Group Funding
The use of Company funds and resources as contributions to political parties, candidates and campaigns is prohibited except with the prior, express, permission of the Company President..
Bribery Prohibited
It is against Sandwell policy to become involved in any form of illegal or unethical payments, promises or arrangements to improperly benefit or influence persons in the course of Sandwell business. This applies to all operations, domestic and offshore. Conduct by an employee contrary to this guideline, domestically or in foreign lands, may give rise to significant statutory penalties against Sandwell and its employees and officers at home under federal laws, as well as liability in lawsuits initiated by private parties.
Despite occasional anecdotes asserting otherwise, improper payments and "kickbacks" are contrary to the laws, tax regulations and mores of foreign as well as North American lands.
Sandwell employees are to keep in mind the distinction between (a) improper, secret, business arrangements, and (b) business dealings that—although confidential—would withstand the scrutiny of law and public opinion if confidentiality were lifted. The underlying principle for Sandwell's personnel is that no "underhanded" transaction be knowingly allowed in Sandwell business, and that our response to such transactions, or suggestions of same, is to be guided strictly by the principles set out in this Code.
Fraudulent Conduct Prohibited
Our Code prohibits any form of fraudulent activity or intent, including deliberate falsification of company records and business documents or wrongful actions or schemes whereby Sandwell or its clients, subconsultants or others wrongfully suffer loss or increased costs.
International Agents and Agreements
Sandwell's business offshore gives rise to various types of agreements, including agency contracts, consortium or joint venture contracts agreements, licences and project contracts and subcontracts. Such international arrangements may commit Sandwell to unexpected liabilities under the law of particular foreign country, and may have unintended adverse impacts on other Sandwell business relationships or commitments. Therefore, all international dealings are to be specifically reviewed and commented on by Sandwell's tax and legal departments, as well as senior Sandwell management, and each international agreement or commitment is to be subject to such final approvals.
By "agreements" or "contracts" is meant any kind of contractual understanding, memorandum of understanding, purchase form, memorandum of association, letter of intent or any document or electronic record which requires the acknowledgement, signature, sealing, or acceptance by Sandwell or Sandwell representative.
Competition Laws ("Anti-Trust")
Sandwell and its personnel are subject to North American laws that prohibit anti-competitive or monopolistic business practices. Sandwell may also be subject to similar laws existing in foreign lands in which we do business. Generally, such laws include prohibitions on price fixing, arrangements to deny or restrict services or product to a market or potential customers, and placing unfair conditions ("tying" particular demands) upon a customer as part of an agreement to provide services or product to it. On occasion, such practices may be inadvertently reflected in a proposed contract, draft letter agreement or in negotiations, and Sandwell representatives should refer any questions or concerns to the legal department for review and clarification.
Further Guidelines
This Code may be supplemented by other business practice guidelines issued from time to time by Sandwell and, where appropriate for particular projects or client requirements, by senior management. In the event that clarification or assistance is required by a Sandwell employee regarding any matter addressed in this Code, the employee may review such matter with Human Resources or senior Sandwell management, or Sandwell legal counsel.
