Supplier Code of Conduct

Introduction

MSIG Europe SE (MSIG Europe) and all of its affiliates are committed to high standards of business integrity in all dealings with its customers, suppliers, business associates and employees. MSIG Europe has committed to the principle of “sourcing responsibly” and wants to ensure that we partner with suppliers who share our values to develop sustainability in the supply chain. We want to work with suppliers who comply fully with applicable laws and adhere to internationally recognised environmental, social and corporate governance standards (ESG standards), that working conditions in the supply chain are safe, workers’ rights are protected and workers are treated fairly, and that manufacturing processes are environmentally and socially responsible. Our Supplier Code of Conduct represents our understanding of these ESG standards.

To these ends, MSIG Europe:

1. is committed to respecting internationally recognised human rights, as set out in the International Bill of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work, and to a work environment that prohibits human trafficking, illegal or harmful child labour, compulsory, prison, forced or slave labour and physical abuse of workers; and
2. expects Supplier to comply, at a minimum, with the applicable labour and environmental laws and regulations of the country or countries in which Supplier operates or provides the relevant goods or services. Where local laws are less stringent than internationally recognised standards (see next paragraph), Supplier shall meet the higher standard. Materials and products include all raw materials, or goods or components purchased by MSIG Europe and services normally included with such materials or products.

MSIG Europe’s Supplier Code of Conduct recognises standards of the International Labor Organization Conventions, the United Nations’ Universal Declaration of Human Rights, the United Nations’ Convention on the Elimination of All Forms of Discrimination against Women, the United Nations’ Conventions on Children’s Rights, the United Nations’ Global Compact, the Ethical Trading Initiative, the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, the United Nations Guiding Principles on Business and Human Rights, the Foreign Corrupt Practices Act, the Bribery Act 2010, the Modern Slavery Act 2015 and any applicable anti-corruption laws, or any other relevant law which may apply to the specific services provided by the Supplier to MSIG Europe.

This Supplier Code of Conduct applies to all Suppliers providing services, materials or products to MSIG Europe. Signature of a contract with MSIG Europe, acknowledgement of this Supplier Code of Conduct during supplier onboarding or commencement of the relevant supply, whichever occurs first, constitutes acceptance of this Supplier Code of Conduct.

Supplier shall communicate the standards in this Supplier Code of Conduct to relevant employees, contractors, agents, business associates and other supply-chain participants involved in providing the goods or services and shall take proportionate, risk-based steps to identify, prevent, mitigate and remediate material human-rights, labour, health and safety, environmental, anti-bribery and financial-crime risks in its operations and supply chain. Supplier shall retain reasonable evidence of those steps and shall provide it to MSIG Europe on reasonable request.

Supplier shall comply with all applicable European Union, national, regional and local laws, regulations, regulatory requirements, administrative orders and legally binding requirements applicable to Supplier, its personnel, its supply chain or the goods and services provided to MSIG Europe. Supplier shall maintain all licences, registrations, approvals and permits required for its
activities and shall promptly notify MSIG Europe of any material change, suspension, restriction, investigation or loss affecting its ability to perform the relevant goods or services lawfully and effectively.

MSIG Europe will seek to identify and utilise Suppliers who share these standards and reserves the right to cease doing business with any Supplier that does not share MSIG Europe’s commitment to these values.

This Supplier Code of Conduct may be amended by MSIG Europe with prospective effect by notifying Supplier. The version identified in the applicable contract shall apply and, where no version is identified, the version in force when Supplier signs the contract, acknowledges this Supplier Code of Conduct during onboarding or begins to provide the relevant goods or services shall apply. This Supplier Code of Conduct supplements, and does not replace, the applicable contract. In the event of conflict, applicable law prevails, followed by the applicable contract and then this Supplier Code of Conduct. This Supplier Code of Conduct does not confer or create any rights in favour of any party other than MSIG Europe.

Human Rights and Labour Standards

Supplier shall not use workers, (employees or contractors) obtained through Human Trafficking, prison, forced labour or Slave labour (including Modern Slavery), or inflict any physical abuse or corporal punishment. “Human Trafficking” and “Slavery” mean the recruitment, transportation, transfer, harbouring or receipt of persons, by means of the threat or use of force or other forms of coercion, of abduction, of fraud, of deception, of the abuse of power or of a position of vulnerability, or the giving or receiving of payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation. Further, Supplier must comply with all national and local, provincial or other applicable laws regarding Slavery and Human Trafficking in the country or countries in which Supplier operates or provides the relevant goods or services. Where local laws are less stringent than internationally recognised standards, Supplier shall meet the higher standard. Supplier shall implement effective policies and due diligence processes to identify, prevent, mitigate and remediate risks of human trafficking, forced labour and exploitation within its operations and supply chain. Supplier shall ensure that no worker pays recruitment or placement fees, workers retain control over their identity documents, and is free to leave employment without penalty upon reasonable notice.

Supplier shall comply with all national and local, provincial or other applicable labour and employment laws and regulations of the country or countries in which Supplier operates, including laws regulating minimum working age, the protection of young workers, wage and hour rules, lawful employment of foreign or migrant workers, freedom of association and collective bargaining, and prohibiting discrimination in hiring and employment practices based on race, colour, religion, gender, sexual orientation, age, physical ability, national origin, political opinion, union membership or marital status. Supplier shall not use child labour or any work or service that is not voluntarily performed and is obtained under the threat of force or penalty. Where local laws are less stringent than internationally recognised standards, Supplier shall meet the higher standard. Supplier shall implement effective management systems and due diligence processes to identify, prevent, mitigate and remediate risks of labour-rights violations within its operations and supply chain. Workers shall be employed voluntarily, be free to terminate their employment with reasonable notice and have access to accessible and confidential grievance mechanisms without fear of retaliation. Supplier shall ensure fair wages, striving towards a living wage, reasonable working hours, and equal pay and equal treatment irrespective of gender. Supplier shall pay particular attention to vulnerable groups, respect the rights of local communities and indigenous peoples, including land rights, and respect the privacy and personal data of individuals.

Health, Safety and Housing Standards

Supplier shall comply with all national and local, provincial or applicable laws and regulations of the country or countries in which Supplier operates or provides the relevant goods or services that are related to the health and safety of workers including such areas as sanitation, preventing accidents, injury and the spread of communicable diseases, first aid and emergency care, fire safety and safe and healthy residential facilities as well as machine safeguarding. Where local laws are less stringent than internationally recognised standards, Supplier shall meet the higher standard. Supplier shall implement and maintain a documented health and safety management system appropriate to the nature and scale of its operations, including risk assessments, training, incident reporting and corrective actions. Supplier shall promptly notify MSIG Europe of any fatality, serious injury, material health and safety incident or material enforcement action connected with the goods or services provided to MSIG Europe. Supplier shall ensure that workers have access to adequate protective equipment, clean and safe facilities, and, where housing is provided, that such accommodation meets applicable health, safety and dignity standards.

Environmental Standards

Supplier and its facilities shall comply with all national and local, provincial or other applicable environmental laws and regulations relevant to its business practices, including requirements relating to waste management, the handling and disposal of chemicals and other dangerous materials, restricted substances in products, labels and packaging. Where local laws are less stringent than internationally recognised standards, Supplier shall meet the higher standard. Supplier shall implement appropriate environmental management systems to identify, monitor and reduce environmental impacts, including greenhouse gas emissions, energy and water use, waste generation and pollution. Supplier shall handle hazardous substances safely, take reasonable steps to minimise environmental harm through continuous improvement and provide relevant environmental data to MSIG Europe upon reasonable request. Supplier shall promptly notify MSIG Europe of any material environmental incident, enforcement action or failure affecting the goods or services. Supplier shall not make environmental or sustainability claims concerning the goods or services that are false, misleading or incapable of reasonable substantiation.

Respectful Workplace and Professional Conduct

Supplier shall ensure that its employees, contractors, agents and subcontractors conduct themselves in a professional, respectful and lawful manner when interacting with MSIG Europe employees, customers, suppliers and other third parties.

Supplier shall maintain a workplace free from harassment, bullying, intimidation, discrimination, victimisation, violence, threats of violence and other inappropriate or offensive behaviour. Such conduct is prohibited whether it occurs in person, by telephone, electronically, through social media, during business travel or at work-related events.

Supplier shall promptly investigate allegations of misconduct involving its personnel and take appropriate corrective or disciplinary action where misconduct is substantiated.

Supplier shall cooperate fully with MSIG Europe in relation to any complaint, investigation or remediation concerning inappropriate behaviour by Supplier personnel towards MSIG Europe employees or other individuals connected with MSIG Europe.

MSIG Europe reserves the right to require the removal of any Supplier personnel from providing services to MSIG Europe where their conduct is inconsistent with this Supplier Code of Conduct, or poses a risk to the safety, wellbeing or dignity of others.

Business Integrity and Fair Dealing

Supplier’s performance of its services is subject to MSIG Europe’s Anti Bribery and Corruption Policy, the Bribery Act 2010 where applicable and all other applicable anti-bribery and anti-corruption laws.

Supplier shall not directly or indirectly offer, promise, give, request or accept any bribe, facilitation payment, kickback or other improper advantage in connection with its dealings with MSIG Europe or any other person. This prohibition applies to public officials, including foreign public officials and officials of government-owned entities, private-sector persons, employees, agents, intermediaries and other third parties. Supplier shall maintain proportionate policies, controls, books and records, due-diligence procedures and training designed to prevent and detect bribery and corruption, including in relation to gifts, hospitality, political contributions, charitable contributions and third-party representatives. Supplier shall not provide or offer any MSIG Europe employee or contractor with any gift, gratuity, service, favour or other thing of value intended to influence or reward that person. Customary business meals and items of minimal value are permitted only where consistent with applicable law and MSIG Europe’s applicable policy.

Supplier shall identify and keep under review actual, potential and perceived conflicts of interest involving Supplier, its owners, directors, employees, contractors, agents, business associates or any person connected with the performance of the goods or services. Supplier shall promptly disclose any such conflict to MSIG Europe, document the measures taken to manage it and ensure that any conflicted person is removed from the relevant decision or activity unless MSIG Europe has agreed an alternative arrangement in writing.

Supplier shall comply with all applicable requirements relating to the prevention of money laundering, terrorist financing, fraud, tax evasion and the financing of proliferation, as well as applicable sanctions, restrictive measures, anti-circumvention rules, export controls, import controls and customs requirements. Supplier shall not knowingly facilitate or participate in conduct intended to evade those requirements.

Supplier shall conduct its dealings fairly and shall comply with applicable competition and antitrust laws. Supplier shall not engage in price fixing, bid rigging, market or customer allocation, unlawful exchange of competitively sensitive information, abuse of a dominant position or any other anti-competitive conduct.

Supplier represents that all information provided during MSIG Europe’s due diligence is complete, truthful and accurate and shall promptly notify MSIG Europe if that information becomes materially inaccurate, incomplete or misleading or if any circumstance may materially affect Supplier’s ability to comply with this Supplier Code of Conduct or perform the relevant goods or services lawfully and effectively.

• Supplier shall use information received from MSIG Europe only for the legitimate performance of the relevant goods or services.
• Where reasonably requested for compliance or risk-management purposes, Supplier shall provide accurate information concerning its legal ownership, beneficial ownership, authorised representatives, relevant licences and the countries and counterparties involved in the performance of the goods or services. Supplier shall promptly notify MSIG Europe of any actual or suspected breach, designation, investigation or enforcement action that may affect the relationship.

To ensure that MSIG Europe’s suppliers enforce MSIG Europe’s standards, MSIG Europe includes a clause in all its commercial agreements governing its contractual relationship with suppliers which stipulates that all suppliers must abide by MSIG Europe’s Supplier Code of Conduct including its anti-slavery and human trafficking standards.

Training, Reporting, Monitoring and Records

Supplier shall provide proportionate and role-appropriate training to personnel, agents and relevant supply-chain participants involved in the goods or services on the requirements relevant to their work, including business integrity, anti-bribery, conflicts of interest, financial crime, human rights, labour standards, health and safety, environmental protection, whistleblowing and incident reporting. Where appropriate to the nature and risk of the goods or services, Supplier shall maintain recognised certifications or independent assurance reports and shall provide evidence of current certification, material findings and remediation on reasonable request.

Violations of this Supplier Code of Conduct, applicable law, regulatory requirements or unethical conduct may be reported confidentially and anonymously where permitted by law through MSIG Europe’s Speak-Up channel, Safecall (contact details below). Supplier shall maintain appropriate arrangements for receiving and following up on reports concerning its own operations and supply chain, protect the reporting person and any person concerned, investigate reports diligently and retain appropriate records. Supplier shall prohibit retaliation, threats or attempts at retaliation against any person who, in good faith, reports a concern, participates in an investigation, refuses to engage in unlawful conduct or otherwise exercises their rights under applicable law.

MSIG Europe reserves the right to assess Supplier compliance with this Supplier Code of Conduct on a proportionate, risk-based basis. This may include self-assessment questionnaires, document requests, interviews, remote or on-site audits and reviews of relevant supply-chain records. Supplier shall cooperate fully and provide reasonable access to relevant personnel, premises and records. Supplier shall maintain records reasonably necessary to demonstrate compliance with this Supplier Code of Conduct, including records concerning licences, training, due diligence, audits, incidents, complaints and corrective actions, and shall retain those records for the period required by applicable law or the applicable agreement.

Remediation and Consequences

Where non-compliance, an adverse human-rights or labour impact or an adverse environmental impact is identified, Supplier shall promptly investigate the matter, contain any immediate harm, prepare and implement a corrective-action plan and remedy the adverse impact within the agreed timeframe. Where Supplier has caused or contributed to an adverse human-rights impact, Supplier shall provide for or cooperate in its remediation and ensure that affected persons have access to effective grievance mechanisms, in line with the United Nations Guiding Principles on Business and
Human Rights. MSIG Europe may require additional information, enhanced monitoring, suspension of affected activities, removal and replacement of personnel or other proportionate measures. MSIG Europe may suspend or terminate the relevant relationship, subject to the applicable agreement and law, where Supplier commits a serious or repeated breach, fails to implement agreed remediation, obstructs an audit or investigation, retaliates against a reporting person, loses a required licence or creates an unacceptable legal, regulatory, human-rights, environmental or reputational risk.

Safecall: 0800 915 1571
Online: www.safecall.co.uk/report