Micro Focus has established and regularly communicated corporate governance policies.
Strong corporate governance principals lie at the heart of a range of comprehensive policies.
The principal corporate governance guidance that applies to companies listed with the UK Listing Authority during the year reported on is contained in the UK Corporate Governance Code 2014 (the “Corporate Governance Code”) published by the Financial Reporting Council in September 2014, which is available at www.frc.org.uk ___ .
Micro Focus is committed to abiding by the law and maintaining the highest ethical standards in all areas of our work and practice. In particular, the Public Interest Disclosure Act 1998 (“PIDA”) creates a framework for workers who have genuine concerns about certain kinds of malpractice in connection with their workplace. As part of this commitment, we want to encourage Staff Members and Intermediaries to report any malpractice or illegal acts or omissions (whether in the UK or elsewhere) by other Staff Members and Intermediaries. Staff Members should use internal mechanisms for reporting and Intermediaries should contact their Micro Focus contact.
If a Staff Member or Intermediary is aware of suspected or actual examples of malpractice (as defined below) they have an obligation to report it. If a Staff Member or an Intermediary is aware of any circumstances which could lead to malpractice, such as a request received for an illegitimate payment, they must inform Micro Focus about it in accordance with this Policy.
Business Partners are requested to inform the Group Compliance Officer of any suspected or actual examples of malpractice relating to Micro Focus of which they are aware.
What constitutes malpractice?
The following list sets out some examples of malpractice:
- unprofessional treatment of a customer by Staff Members or Intermediaries;
- criminal offences including bribery;
- defrauding any Micro Focus group company (a “company”);
- a failure to comply with any legal or regulatory obligation;
- any abuse or misuse of company inside information including any disclosure and/or dealing in Company shares or options while in possession of company inside information;
- a miscarriage of justice;
- endangering the health and safety of any individual;
- damage to the environment;
- breach of standing financial instructions;
- a breach of the Micro Focus Worldwide Code of Business Conduct and Ethics;
- and deliberate concealment of any of the above.
Personal concerns of Staff Members and Intermediaries
This policy is primarily for concerns where the interests of others or of the Company are at risk. If something is troubling a Staff Member or an Intermediary which they feel the Company should know about or investigate, they should use this procedure. If, however, Staff Members are aggrieved about their own personal position, the Grievance Procedure in the Employee Handbook should be followed.
Protection a whistleblower will get
If a Staff Member or Intermediary raises a genuine concern under this policy, they will not be at risk of losing their job or suffering any form of retribution as a result. Provided the Staff Member or Intermediary is acting in good faith, it would not matter if they were mistaken. Of course, if a Staff Member were maliciously to raise a matter which they knew to be untrue, it would be likely to constitute gross misconduct, and would be dealt with under the Disciplinary Procedure.
Micro Focus will take disciplinary action against any Staff Member or Intermediary who attempts improper retaliation (whether direct or indirect) against anyone speaking up about an instance of malpractice, up to and including termination of employment or engagement.
Whilst we hope this policy gives you the reassurance you need to raise such matters internally, we recognise that there may be circumstances where you can properly report matters to outside bodies, such as the FSA, Inland Revenue and HSE. Usually disclosures to these bodies will also be protected if the worker meets the test for internal disclosure and honestly and reasonably believes the information is substantially true. Wider disclosures, e.g. to the police, media or MPs, are protected if, in addition to the tests for regulatory disclosures, they are reasonable in all the circumstances and they are not made for personal gain. If you have any concerns about protection issues, Public Concern at Work will be able to advise you on your options and on the circumstances in which you may be able to contact an outside body.
We will not tolerate the harassment or victimisation of anyone raising a genuine concern. However, we recognise that Staff Members or Intermediaries may nonetheless want to raise a concern in confidence. We will not disclose a Staff Member or Intermediary's identity without their consent. If a situation arises where we are not able to resolve the concern or take the matter forward without revealing a Staff Member or Intermediary's identity (for example because evidence is needed in court) we will discuss with them whether and how we can proceed. However, if the Staff Member or Intermediary chooses to remain anonymous when they first report the matter, it will be much more difficult for us to look into it, protect the Staff Member or Intermediary's position or give feedback. Accordingly, while we will consider anonymous reports, this policy is not designed for concerns raised anonymously.
How we will deal with matters raised under this policy
Once a Staff Member or Intermediary has told us of their concern, we will look into it to assess initially what action should be taken. This may involve an internal inquiry or a more formal investigation. We will tell the Staff Member or Intermediary who will be handling the matter, how that person can be contacted and whether any further assistance may be required. If the Staff Member or Intermediary requests it, we will write to them summarising their concern and setting out how we propose to handle it or the steps we are taking. However, we may not be able to advise of the precise action we are to take if this infringes a duty of confidence owed by us to someone else.
When the initial concern is raised, we may ask the Staff Member or Intermediary raising it how they think the matter might best be resolved. If they have any personal interest in the matter, we ask that we are told at the outset. If the concern falls more properly within the grievance procedure it will be handled as set out therein.
After Micro Focus conducts an initial assessment, if it believes that there are grounds for further investigation, the Company will take steps to conduct a formal investigation. This may involve obtaining external legal and forensic assistance if required. Micro Focus will ensure that the person investigating the alleged malpractice will be completely independent of the alleged malpractice complained of and will usually be the Compliance Committee/Group Compliance Officer. Micro Focus will consider whether to make disclosures to state/other authorities after completing its investigation.
Staff Members or Intermediaries must co-operate with any investigations of any alleged malpractice.
How to raise a concern
If you have a concern about malpractice, we hope that you will feel able to raise it first with your manager. In the case of an Intermediary, this can be raised first with your Micro Focus contact. This may be done in person or in writing. If in writing, you should state clearly the nature of your concern, the reasons for making the disclosure and the details of the individual or parties under suspicion.
If you feel unable to raise the matter with your manager for any reason, or would prefer to escalate the matter, Staff Members should please raise the concern with the Head of your Department. Intermediaries should raise concerns with the Group Compliance Officer.
If these channels have been followed by Staff Members and Intermediaries and you still have concerns, or if you feel that you cannot discuss the matter with any of the above please contact either the HR Director or the Company Secretary. If you feel that none of these channels are appropriate then please contact the Chairman of the Audit Committee, Richard Atkins at email@example.com.
If you are unsure whether to use this procedure or you want independent advice at any stage, you may wish to contact the independent charity Public Concern at Work on +44 (0)20 7404 6609. Their lawyers can give you free confidential advice at any stage.
If you have any queries about the whistleblowing policy, please contact the Company Secretary.
MICRO FOCUS INTERNATIONAL PLC
POLICY ON AUDITOR INDEPENDENCE
(approved by the Audit Committee at its meeting)
On 6th February 2006 External auditors' independence and use of the audit firm in a non-audit capacity
In order to fulfil the Audit Committee's obligations under point 8.52 of its Terms of Reference approved on 27th April 2005, the Smith report published in January 2003 and the requirements of the Combined Code on Corporate Governance published in July 2003, it is recommended that the Audit Committee adopt a formal policy which addresses the independence of the external auditors ("the auditors") in the provision of both audit and non-audit services.
The primary objective of this policy is to ensure that the auditors are, and are seen to be, independent as identified by the Institute of Chartered Accountants in England and Wales.
Provision of services
Services available from the auditors are classified into
- audit services
- audit-related services
- non-audit services and
- prohibited services.
This comprises work undertaken to provide an audit or review opinion on Micro Focus' financial statements.
In order to ensure an appropriate scope of work, the auditors will present an audit plan annually to the Audit Committee, setting out the proposed audit activity considered necessary to deliver these opinions.
The fees relating to this work will also be presented and agreed by the Audit Committee at the same time. Fees will be assessed on the basis of providing fair value for the services undertaken.
The auditors will be expected to undertake their work effectively and efficiently, using an appropriate balance of junior and senior staff.
This represents work, generally of an assurance nature, provided by the auditors as a result of their expert knowledge and experience of the Group. It includes reviews required by regulatory bodies, corporate governance reviews, assurance reviews of public documents and the audit of pension and share schemes.
In respect of these services, executive management has discretion to use the auditors without prior consultation with the Audit Committee. However, the nature of and fees associated with that work must be regularly reported to the Committee and, if there is any concern on the part of executive management as to a potential threat to the auditors' independence, the Chairman of the Audit Committee must be consulted at an early stage.
The auditors must conscientiously consider, before taking on non-audit work, whether the work involves any threats to auditor independence and the appropriate safeguards to eliminate them or reduce them to clearly insignificant levels.
The fees levels payable for non-audit services, individually and in the aggregate, relative to the audit fee will be a material consideration in assessing any threat to the auditors' actual and perceived independence.
Non-audit services include tax advice, valuations, internal audit and consultancy services, corporate finance services, over and above those provided in conjunction with audit and audit-related services.
Executive management are required to select the most appropriate supplier of such services, having regard to the expertise and experience offered and fees charged by alternative suppliers.
All assignments involving a fee exceeding USD 30,000 must be tendered and the best supplier chosen as appropriate on each occasion. In addition, any contract for the provision of non-audit services involving a fee exceeding USD 100,000 shall be referred to the Audit Committee for prior approval.
The auditors and the Company will monitor the total fees charged and chargeable by the auditors in any financial year for non-audit services and collate this information for review by the Audit Committee at each of its meetings.
The Company will not engage the auditors for services where there is an evident threat to independence or where the work is deemed to or should be carried out by other providers. In particular, the auditors should not:
- prepare accounting records and financial statements except where this falls within the normal statutory audit mandate or where the work is carried out for Micro Focus subsidiaries and is deemed immaterial;
- advise on any business decision or
- be responsible for the design or implementation of changes to the company's infrastructure.
Rotation of audit partners
The auditors are required to adhere to a partner rotation policy in accordance with the requirements of the Institute of Chartered Accountants in England and Wales and which provides an appropriate balance between consistency and independence.
Appointment of the auditors
The Audit Committee will assess the performance of the auditors annually based on service level criteria determined in conjunction with the auditors in advance. Subject to satisfactory performance and the recommendation of the Audit Committee, the Board will recommend the re-appointment of the auditors to shareholders at the Annual General Meeting. If the Audit Committee does not recommend the incumbent audit firm, a tender process will be carried out by the Audit Committee and executive management to select a new firm.
Micro Focus and the auditors agree that full consultation between the audit partner and Chief Financial Officer should take place before recruiting each other's staff, either on a permanent or temporary basis, and that such consultation should specifically consider the effect of such recruitment, both individually and cumulatively, on the actual or perceived independence of the auditors and relevant ethical guidance published by professional accountancy bodies.
Responsibilities of the auditors
The auditors will maintain a monitoring system that provides reasonable assurance that their independence will not be impaired. The auditors will report annually to the Audit Committee on all aspects concerning independence, including possible conflicts with this policy.
Responsibilities of the Audit Committee
The Audit Committee will determine annually, and report accordingly to the Board, whether it is satisfied that the independence of the auditors has been maintained, taking into account the auditors' statements on independence and the Committee's own enquiries.
At Micro Focus we take our technology and data security requirements seriously. Our employees are required to conduct themselves and manage personal data in accordance with all applicable Data Protection Regulations.
In order to ensure GDPR compliance, Micro Focus established a dedicated program team which executed a GDPR compliance project over an extended period to address the requirements of the new Regulation.
The program team was comprised of internal and external project managers, IT and legal privacy specialists and included a dedicated, full-time team from Deloitte as well as external UK counsel, Travers Smith. The program team engaged with all functions within Micro Focus to fully implement the compliance program.
Through the GDPR compliance program, Micro Focus has reviewed and improved its processes for managing and protecting data and has established an operational framework to help ensure GDPR compliance when processing personal data.
Micro Focus has sought to ensure this through an extensive range of measures, including:
Updating its privacy policies and statements, and establishing comprehensive Records of Data Processing activities to meet GDPR requirements;
Establishing new processes to ensure privacy by design and privacy by default is taken into account when designing new products and services by ensuing Privacy Impact Assessments are carried out in accordance with legal requirements;
Providing GDPR awareness training to all employees and specialised training for key internal functions, and this is regularly refreshed;
Updated contract terms with Suppliers and Customers to meet GDPR requirements;
Updated processes for facilitating data subject access requests;
Established a cross functional Security Incident Team to quickly respond to data incidents and records of any such incidents are logged in the Records of Processing;
Undertaking an extensive data mapping exercise to identify locations of data processing and third party processors engaged to provide products and services to customers
These activities form part of a comprehensive programme of work designed to ensure compliance going forward, and is regularly monitored.
In addition, Micro Focus has established a Privacy team to coordinate and advise on all aspects of GDPR compliance. For information regarding GDPR compliance at Micro Focus please contact: firstname.lastname@example.org
1. Scope and Application
Human rights are the fundamental rights, freedoms and standards of treatment to which all people are entitled. Respecting human rights is a core value at Micro Focus and is embedded in the way we do business.
Micro Focus seeks to comply with all relevant legislation as well as upholding and respecting human rights as reflected in the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the UN Guiding Principles on Business and Human Rights, amongst others. These standards include ensuring that the rights of women and minority groups are protected and that employees are able to exercise their right to freedom of expression.
We expect our employees, agents, suppliers and business partners to support and respect the protection of human rights in line with our own ethical values and apply the same high standards to all company operations, regardless of geographic location.
This Policy focuses on the areas that have been identified as priorities for our business and broadly defines how Micro Focus, employees, contractors, suppliers and business partners will respect human rights in relation to our operations.
Micro Focus will in practice:
- Support and respect the protection of human rights and require our business partners and suppliers to do the same;
- Comply with all applicable laws and regulations where Micro Focus does business;
- Respect the right of employees to organise in labour unions and collectively bargain in accordance with local laws and established practices;
- Provide access to independent grievance mechanisms in order for employees to raise concerns;
- Create a working environment free from discrimination and harassment;
- Promptly investigate allegations concerning human rights and pursue action to mitigate any adverse human rights impacts; and
- Report transparently on our efforts.
Micro Focus has several policies and procedures which, when taken in conjunction, help to promote respect for human rights.
Micro Focus' Code of Conduct represents the highest level of guidance for our employees. It sets non- negotiable global expectations for our behaviors, decisions and actions and defines how we embed integrity, respect and fairness into business operations. The Code of Conduct promotes respect for human rights through guidance on a wide range of subjects, including human rights and anti-slavery, safe and respectful working environments, anti-bribery requirements, data privacy, responsible marketing and environmental stewardship.
Training on the Code of Conduct is mandatory and includes links to relevant policies, as well as questions and answers, key tips and practical guidance. Within Micro Focus, managers are responsible for ensuring adherence to our personnel policies and guidelines.
Micro Focus supplements the Code of Conduct with more specific policies such as its:
- Anti-Slavery and Human Trafficking Policy;
- Whistleblowing Policy;
- Information Security Policy and Data Protection Policy;
- Equal Opportunities Policy, Anti-Harassment and Anti-Bullying Policy; and
- Environment, Health and Safety Policy.
4. Anti-Slavery and Human Trafficking
Micro Focus has a zero-tolerance approach to modern slavery and human trafficking and is committed to acting ethically and with integrity in all its business dealings and relationships.
Accordingly, Micro Focus has prepared an Anti-Slavery and Human Trafficking Statement and Policy that disclose information on its efforts to address the risk of human trafficking and slavery in its supply chain. All of Micro Focus' contractors, suppliers and other business partners are required to meet the same high standards expected of our employees. Information on modern slavery is also included in our company-wide Code of Conduct and related training.
5. Supply Chain Ethics
Micro Focus is keen to ensure that its values are reflected in the way we do business with third parties, including our business partners and suppliers. Our procurement practices include additional requirements relating to modern slavery and human trafficking, such as appropriate clauses on modern slavery in supplier contracts. In addition, Micro Focus is also in the process of implementing the following:
- Supplier Code of Conduct, which establishes standards expected of our suppliers to ensure that working conditions are safe, that workers are treated with respect and dignity, and that business operations are environmentally responsible and conducted ethically; and
- Partner Code of Conduct, which requires business partners to maintain high standards of business ethics and become familiar with and comply with all laws and regulatory changes that are relevant to their Micro Focus Partner status, including the UK's Bribery Act 2010 and the United States Foreign Corrupt Practices Act.
6. Community and Stakeholder Engagement
Micro Focus integrates Corporate Social Responsibility considerations, especially those relating to social, ethical, health, safety and environmental issues, into our day-to-day operations. The Management Team acknowledges its duty to ensure the company conducts its activities responsibly and with proper regard for all its stakeholders, including employees, shareholders, business partners, suppliers and local communities.
Please see our dedicated Corporate Social Responsibility web-page for more information on recent activity in this area.
7. Breaches and Reporting
If you believe or suspect that a breach of this policy has occurred or may occur in the future or have any concerns relating to this policy you should report this to Micro Focus as soon as possible. Reports should be made to the Legal Team or your designated Micro Focus representative (if applicable) using the options set out below. All reports will be handled as confidentially as possible.
- By email: email@example.com
- By post: Micro Focus , Attn: Legal Department, The Lawn, 22-30 Old Bath Road, Newbury Berkshire, RG14 1QN, United Kingdom
- Independent Contact Point: https://secure.ethicspoint.eu/domain /media/en/gui/104674/index.html
At Micro Focus, we believe in the importance of ensuring that our business is conducted to the highest of ethical standards.
We also expect our Suppliers to uphold the highest of ethical standards over the course of their business operations by complying with the below standards, or their own equivalent standards suitable for their business, which must be no less stringent than those set out below. Micro Focus Suppliers are responsible for ensuring that their Employees (regular and temporary), officers, directors, agents, independent contractors and sub-contractors comply with the requirements of this Supplier Code of Conduct, or their own equivalent standards, which must be no less stringent than those set out below.
"Supplier" or "Suppliers" means any firm or individual that provides a product or service or undertakes any activity for or on behalf of Micro Focus, either directly or indirectly.
"Employee" means any individual who works for a Supplier, whether under a contract of employment or any other contract (written or oral) where an individual undertakes to do personally any work or services for the Supplier.
Laws And Ethical Standards
Our Suppliers shall comply with all laws applicable to their business and will support the principles of the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the United Nations Global Compact and the United Nations Guiding Principles on Business and Human Rights, as well as the 1998 International Labour Organisation Declaration on Fundamental Principles and Rights at Work, in accordance with national law and practice.
Anti-Slavery And Human Trafficking
Suppliers shall take all reasonable steps to ensure that slavery, servitude, human trafficking, forced or compulsory labour and/or child labour do not take place in its supply chains or in any part of its business (including making all necessary enquiries with its suppliers and, to the extent reasonable, other parties in the supply chain).
Suppliers shall comply with the Modern Slavery Act 2015 and the commitments in Micro Focus's Modern Slavery Act Statement and Policy, as updated from time to time.
Working Hours And Wages
Suppliers shall follow all applicable local laws and regulations in relation to working hours, and all overtime must be voluntary. The Supplier's employees must be provided with wages that, as a minimum, comply with national laws.
Suppliers shall not discriminate on the basis of race, religion, ethnicity, disability, age, sexual orientation, political affiliation, union membership, gender, marital status or gender identity. Suppliers shall provide a workplace free of inhumane and degrading treatment, including sexual harassment, sexual abuse, corporal punishment, mental, physical or verbal abuses of Employees and with no threats of such treatment.
Anti-Bribery And Corruption
The Supplier must never, directly or through its intermediaries, offer or promise any personal or improper advantage in order to obtain or retain a business or other advantage from a third party. The Supplier must not pay or receive bribes or kickbacks and shall not take any actions to violate, or cause its business partners to violate, any applicable anti-bribery laws and regulations (including the UK Bribery Act and the U.S. Foreign Corrupt Practices Act).
Suppliers must not evade paying tax or knowingly assist others to evade taxes. "Tax evasion” generally refers to the illegal evasion of taxes where individuals or organisations dishonestly or fraudulently under-declare their taxes.
Micro Focus Suppliers must not participate in money laundering and must comply with all applicable laws concerning money laundering and must not acquire, use, convert, conceal or possess the proceeds of crime, help another person to do so, or assist terrorist financing in any way.
Micro Focus Suppliers must have an understanding of the fraud risks in their business area and must not perform or be involved in any form of fraud or fraudulent activity.
Privacy, Technology And Data Protection Laws
Micro Focus Suppliers must comply with all applicable privacy, technology and data protection laws and regulations, including but not limited to national, local and industry/sector specific laws or regulations. In addition, Micro Focus Suppliers shall conduct their operations in a manner that complies with any specific requirements documented or otherwise incorporated into the contract. Confidential and sensitive information and data must be securely stored and not used for any purpose other than as agreed with Micro Focus.
Health & Safety
We expect our Suppliers to strive for the highest standards of occupational health and safety. Suppliers shall comply with all applicable occupational health and safety regulations and provide a work environment that maintains the health of employees and prevents accidents, injuries and work-related illnesses.
Suppliers shall conduct their operations in ways that are environmentally responsible and in compliance with all applicable environmental laws.
Conflicts Of Interest
The Supplier shall report any situation which in relation to its business with Micro Focus appears to be a conflict of interest to Micro Focus and disclose if it becomes aware that any Micro Focus employee or professional under contract with Micro Focus may have a conflicting interest of any kind in the Supplier’s business.
Freedom Of Association And Collective Bargaining
The Supplier shall grant its employees the right to freedom of association and collective bargaining in accordance with all applicable laws and regulations.
Third Party Communication
Suppliers shall communicate the principles stated in this Supplier Code of Conduct and detailed above to their sub-contractors and other business partners who are involved in supplying the products and services to them. Suppliers shall take reasonable steps to ensure such parties adhere to the same standards.
Notification And Investigations
The Supplier shall co-operate fully with Micro Focus in any investigations or reviews relating to compliance with this Supplier Code of Conduct.
The Supplier shall report to Micro Focus any conduct of their employees and representatives, as well as any conduct of Micro Focus' employees and representatives, that is believed to be an actual, apparent or potential violation of this Supplier Code of Conduct or the Micro Focus Code of Conduct. Reports will be handled as confidentially as possible.
If Micro Focus Suppliers or their employees or representatives receive any request from a Micro Focus employee or representative to engage in any such improper or illegal conduct, Micro Focus Suppliers must also report such matter to Micro Focus.
Reports should be made to the relevant Micro Focus representative or to the Legal Team, using the options set out below. All reports will be handled as confidentially as possible.
By email: firstname.lastname@example.org
By post: Micro Focus, Attn: Legal Department, The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, United Kingdom
Independent Contact Point:
Micro Focus is committed to conducting its business in a manner that delivers industry leading environmental, health and safety performance. Micro Focus recognises its responsibility as a global citizen to deliver on its commitments to responsibly reduce its environmental impact and to provide a safe workplace.
To accomplish this Micro Focus will:
- Strive to meet or exceed all applicable legal requirements
- Encourage conversation of natural resources, pollution prevention and waste reduction in our business operations
- Encourage energy efficiency and the use renewable energy sources to support a reduction in carbon emissions
- Encourage our partners and supplies to conduct their operations in an environmentally responsible manner
- Encourage our employees to seek new and innovative ways to improve the environmental practices of company operations
- Undertake periodic reviews to identify and track progress towards the environmental practices of company operations
- Undertake periodic reviews to identify and tack progress towards achieving prescribed goals for environmental, health and safety performance
- Require partners and suppliers to meet or exceed all health and safety legislations and regulations
- Work with our employees to maintain a safe and healthy work environment
- Be proactive in reducing risks of occupational injury and illness, and actively promote employee health and wellbeing
Each employee has an individual responsibility to understand and support the company’s environmental health and safety policies and to actively participate in programs to ensure these goals and objectives are achieved.
We believe that by working together with our employees , partners, suppliers, government and the communities we work in, we can achieve our objectives and succeed in our goals of being a responsible global corporate citizen.
A message from Stephen Murdoch, Chief Executive Officer
At Micro Focus International plc and its group companies, we are committed to maintaining the highest ethical standards in our business dealings around the world. Our Code of Conduct sets out the standards that guide our business practices and govern our behaviour.
The Board of Directors and I require a culture of integrity and honesty in all our business dealings worldwide. In particular we take a zero-tolerance approach towards dishonesty, bribery or corruption of any type in all parts of our business operations and in every part of the Micro Focus group. We require the same standards from our third party business partners.
It is essential that we work together to address any issues that arise under this Code of Conduct, any related policies or local legal requirements. This includes all of us taking action and reporting what does not seem right.
It is the responsibility of each employee to apply the highest ethical standards in making business decisions including where there is no stated guideline in this Code of Conduct.
Thank you for playing your part in ensuring that Micro Focus maintains its commitment to the highest ethical business conduct and compliance.
Chief Executive Officer