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ETHICAL BUSINESS POLICY AND CODE OF CONDUCT STATEMENT

(Reviewed and Updated April 2024)

FIH group plc and its subsidiaries* (“the Group”) is committed to maintaining the highest standards of ethics and integrity in conducting its business. It is committed to operating legally, honestly, and fairly across all the businesses within the Group and requires all employees to carry out their duties in accordance with these principles.

The Group has a zero-tolerance attitude to bribery, fraud, dishonesty, illegal or improper activity amongst its employees, partners, subcontractors, or suppliers.

Accordingly, our objectives are to:-

  • Comply with all laws and regulations applicable to our business activities
  • Ensure that all business activities across the Group are conducted in an ethical manner
  • Maintain and protect the reputation of the Group with clients, suppliers, contractors, employees, and all other parties with whom the Group has dealings or who may be affected by our activities
  • Provide our staff with guidance on how to perform their duties and, where appropriate, training to equip them with the skills to identify and report any improper activities

As an AIM listed company, FIH group plc has adopted the UK Quoted Companies Alliance (QCA) Corporate Governance Code which includes a commitment to promote a corporate culture that is based on ethical values and behaviours.

Legal Compliance

The Group will comply with all relevant legal requirements in so far as they apply to the activities of the Group. Violation of the law can result in significant harm to the Group including financial penalties, imprisonment for criminal misconduct, denial of tendering opportunities, and damage to our business relationships and reputation.

We will comply with all applicable trade controls including economic sanctions and export controls.

Insider trading

We do not engage in and have zero tolerance for insider trading or tipping others with respect to insider information and we impose restrictions on senior management trading shares in FIH group plc.

We do not trade or disclose inside information.

We have policies in place which prohibit staff from trading in group shares when in possession of inside information or providing such information to others until it officially becomes public.

Bribery, Corruption and Fraud

The Group will:-

  • Actively ensure full compliance with all relevant statutory regulations
  • Ensure that all employees understand their responsibility for the deterrence and detection of bribery and fraud and that in carrying out their duties and responsibilities they protect the assets and resources of the Group, its clients, subcontractors, and partners.
  • Not offer, make or agree to make any unlawful payment, bribe or other corrupt payments to any client, public official or regulatory authority including their employees, agents and representatives.
  • Develop and maintain effective controls to prevent bribery, fraud and improper behaviour. This is to include identifying the risks within the Group and implementing systems and procedures to control those risks.
  • Encourage all employees to report to senior management any suspicions they may have of fraud or improper or irregular behaviour and appropriately protect those employees from reprisals for reporting such suspicions.
  • Investigate any report of suspected fraud or improper or irregular behaviour and where appropriate report this to the appropriate authorities
  • Take appropriate disciplinary action against perpetrators of bribery, fraud, or improper behaviour.
  • Liaise with third parties, in particular with partners, suppliers and subcontractors to ensure that they conduct their business in accordance with the principles of this policy statement.
  • Take appropriate legal action to recover any Group assets which have been improperly or fraudulently lost.
Anti- Money Laundering

We will:

  • Comply with all anti money laundering legislation.
  • Not engage in any money laundering or terrorist financing activities or assist any other party in doing so.
  • Have adequate controls in place to prevent money laundering within the Group.
  • Have processes and controls in place to detect any suspicious activity and have procedures for the reporting of suspicions which will be reported to the relevant government authority where required without “tipping off” the other party.
Competing fairly and Conflicts of interest

We will:

  • Not indulge in bid rigging or price fixing procedures and will not collaborate or agree with a competitor about pricing of services and offerings or timing of a planned price change
  • Not divide opportunities with competitors through market allocation agreements or anti-competitive practices.
  • Put in place processes to report any approach to the Group with prohibited confidential information about a competitor
  • Require all staff to disclose any conflict of interest and to refrain from taking any opportunities for themselves, their family members, or friends, or from competing against the Group.
  • Ensure that any conflicts of interest of staff or directors are considered, and that adequate measures and restrictions are put in place to protect the interests of the Group.
Data protection and information security

We comply with data privacy laws when collecting and processing personal data including as it relates to our own staff, contractors and our customers. We do not re-use personal data for other purposes incompatible with the intended use and we minimise and anonymise data collection where feasible.

We carry out due diligence on our suppliers to ensure we are satisfied with how they handle any personal data provided to them by any FIH company before any such information is FIH group plc 4 transmitted to them. We require any suppliers that handle personal data from the Group to sign up to data processing provisions that confirm their compliance with UK General Data Protection Regulations.

When in receipt of confidential information from clients and partners we protect the security of that information, only use the information as permitted. We seek permission before sharing any such information.

We have information security policies in place within our operating units and require staff to comply with such policies to protect the security of the network and the data held within it.

Procurement

The Group purchases goods and services based on price, quality, performance, and suitability.

We hold our suppliers to high standards and require that they act in a manner consistent with our ethical business and code of conduct principles. We have created a supplier code of conduct which reflects the ethics and principles by which the Group operates and ask all suppliers to the Group to confirm that they will support and adhere to the standards we have set. This supplier code of conduct incorporates requirements concerning data protection, modern slavery and anti-bribery. The Group will cease trading and sever business relations with any companies that are unwilling or unable to sign up to this code.

We are committed to elimination of human trafficking, slavery, servitude and child labour within our supply chain and our website provides a statement of our policy and actions in this regard.

Our Staff and customers

We are committed to eliminating discrimination in employment and we promote diversity and equal opportunities in the workplace and ensuring a respectful environment for our staff and customers.

We are committed to ensuring the health, safety and security of our staff and customers.

Accounting systems and procedures

All accounts and records will be documented in a manner that clearly identifies and describes the true nature of the business transactions, assets of liabilities and properly and promptly classifies and records entries in conformity with General Accepted Accounting Principles and accounting standards (IFRS)

No record, entry or document shall be deliberately false, distorted, misleading, misdirected, incomplete or suppressed.

Accounting records will be retained as required by law and Generally Accepted Accounting Principles.

Implementation

The Board of Directors of FIH group plc (“the Board”) has responsibility for the Governance and Compliance requirements and the implementation of this policy. The Board shall review the policy on an annual basis and review the implementation and effectiveness of the policy and ensure that:

  • Personnel within the relevant business units are made aware of the Ethical Business Policy
  • All new personnel are made aware of the policy and given relevant training or guidance on its operation
Non-Compliance

The Board places the highest importance on the implementation of this policy and the ongoing compliance with its terms and principles.

All personnel will be required to adhere to the spirit as well as the letter of this policy whether in its initial form or as amended from time to time by the Board.

Non-compliance with the Policy will be deemed to be a breach of the relevant contract of employment or contract with the relevant party. Non-compliance by employees will give rise to disciplinary proceeding which may result in dismissal for gross misconduct. Non-compliance with certain aspects of this policy may also give rise to criminal proceedings.

All instances of non-compliance with this Policy should be reported to a board director of the relevant subsidiary, to the Group CEO or the Company Secretary. All communications in this regard will be held in confidence and, if requested, can be made on an anonymous basis.

Questions

Employees with any questions about this policy and its implementation are invited to contact the Chief Finance Officer for further information.

Stuart Munro – FIH group plc CEO

*FIH group plc is an AIM quoted international specialist services group with businesses in the Falkland Islands and the UK. FIH group plc is the parent company of the Falkland Islands Company Limited, the Falkland Islands Trading Company Limited, Falkland Islands Shipping Limited, Erebus Limited, South Atlantic Support Services Limited, Paget Limited, the Portsmouth Harbour Ferry Company Limited, Portsea Harbour Company Limited, Clarence Marine Engineering Limited, Gosport Ferry Limited, Momart International Limited, Momart Limited and Dadart Limited (Group).