BG Group Standard Conflicts of Interest BG-ST-LEG-ECCU-002

Unclassified
BG Group Standard
Conflicts of Interest
BG-ST-LEG-ECCU-002
BG Group Standard
Conflicts of Interest
Document and Version Control
Version
Author
Issue Date
Revision Detail
1.0
Head of Ethical Conduct
01 January 2011
Conflicts of Interest Standard dated May
2010 transferred into new template and
amended to make clear management
responsibilities when a conflict is identified.
1.1
Internal Controls
Manager
(Jenny Burden)
20 February 2012
Change to unclassified
1.2
Internal Controls
Manager
(Jenny Burden)
29 April 2013
Section 4 changed to include standard
applicability wording.
1.3
Head of Ethical Conduct
(Dan Silver)
24 October 2013
Modification regarding action to take if conflict
suspected. (6.1) New requirement is to take
advice rather than immediately declare the
suspected conflict.
Other minor clarifications.
2 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
Contents
1.0 Executive Summary .............................................................................. 4
2.0 Ownership.............................................................................................. 5
3.0 Objectives .............................................................................................. 5
4.0 Scope and application .......................................................................... 5
5.0 Links to other controls ......................................................................... 7
6.0 Standard requirements ......................................................................... 8
7.0 Appendices ............................................................................................ 9
Appendix I – Conflict of Interest declaration form ........................................................................................... 9
3 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
1.0
Conflicts of Interest
Executive Summary
This Standard defines the requirements for identification, reporting and management of
actual or potential conflicts of interest while working for, or on behalf of, the BG Group.
This Standard is referenced in the Ethical Conduct Policy and is associated with the
Conduct section of the BG Group Business Principles.
BG Group respects its Employees’ right to privacy in their personal affairs and activities.
However, a conflict of interest can arise where an Employees’ personal, social, financial
or political interest may influence or appear to influence, the employees’ loyalty to, or
objective exercise of their duties for, the BG Group.
Where an Employee1 or Other Personnel2 believe that they have or may have a potential
or actual conflict of interest then they should seek advice from their Line Manager3 to
determine if they have a conflict of interest that they need to declare and register. If
advised to register a conflict of interest they must immediately register the conflict with
their line manager. A conflict of interest declaration form is provided in Appendix I for this
purpose. The line manager is responsible for agreeing and documenting a plan to
manage the conflict of interest.
An increasing number of countries are adopting laws to prohibit bribery even if it takes
place outside of their borders. Under the UK Bribery Act, a bribery offence can be
committed by provision of a financial or ‘other advantage’ to an individual. Inappropriate
and conflicted personal/business relationships could, under certain circumstances,
amount to an advantage which could lead to an individual being accused of bribery.
Notification and management of actual or potential conflicts of interest will help to protect
both BG Group and its staff from committing an offence under the UK Bribery Act.
Conflicts can exist in many forms. Examples of conflicts of interest and how to manage
them are provided on the Ethical Conduct Compliance Unit’s page on the BG Portal.
Appendix 2.
1
Employees are individuals directly employed by a BG Group company (irrespective of function, grade, position, asset or location),
including successful job applicants, temporary and fixed term employees and secondees from BG Group companies to third parties
including joint ventures (whether or not under BG Group control).
2
Other Personnel are all individuals who work at or with BG Group, as agent, on behalf of or in the name of BG Group, but who are not
BG Group employees. They include: agency workers, consultants, secondees from non-BG Group organisations, freelancers,
individuals provided to BG Group by outsourced service providers, and individual contractors (whether Category 1, 2 and/or 3).
3
If for any reason an individual is not comfortable with asking for advice from their line manager
they may ask for advice from their HR Representative, Local Compliance Officer or a member of
the Ethical Conduct Compliance Unit instead.
4 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
2.0 Ownership
Owning Function:
Standard owner:
Expert advisor:
Dispensation:
Legal
Head of Ethical Conduct
Head of Ethical Conduct
BG Group General Counsel
3.0 Objectives
The objective of this Standard is to ensure that potential or actual conflicts of interest are
identified, disclosed and effectively managed.
4.0 Scope and application
4.1 This is a Personal Conduct Standard.
Application of Personal Conduct Standards is mandatory for all BG Group employees,
consultants and other personnel working in controlled4 Assets and offices, and those
seconded to non-controlled Joint Ventures.
For BG Group employees, breach of this Standard may result in disciplinary action, up to
and including dismissal. Breach of this Standard by any individual who is not a BG Group
employee may result in other appropriate action being taken in relation to the individual
and/or the business which supplies services to BG Group, including termination of the
relevant contract(s).
This Standard is not contractual. BG Group reserves the right to amend, suspend or
terminate this Standard.
4.1 Identification of a Conflict of Interest
A conflict of interest arises when the personal, social, financial or political interest an
Employee or Other Personnel may influence or appear to influence, their loyalty to, or
objective exercise of their duties for, the BG Group.
A good test to determine whether a conflict exists is the ‘trust test’. Could others
reasonably be expected to trust your judgement on a particular matter if they had
knowledge of your personal relationship, interest or circumstances?
You should always be able to satisfy yourself that:
4
Refer to Internal Control Framework - Integrity Standard for the definition of controlled and non-controlled
Joint Ventures.
5 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest

The interests of the BG Group are paramount when business and commercial
activities are being agreed or carried out by you and those around you.

BG Group resources are not used to support or benefit your personal activities or
those of your relatives, business associates or friends.

Business decisions are not influenced by friendship, business associations or
family connections.

You do not allow, or appear to allow, a personal relationship to unduly influence
your decision making or judgement.

Your giving or accepting of any gift or hospitality will not create the perception that
you might not exercise your judgment independently and in the best interest of BG
Group.
Examples of conflicts of interest and how to manage them are provided on the Ethical
Conduct Compliance Unit’s page on the BG Portal. The following are common examples
which may lead to a conflict of interest and require a declaration. If any of the following
apply to you, you should get advice in accordance with paragraph 6.1 below:

You or a family member, business associate or close friend have an investment or
other economic interest in;
(i) a partner or business in which BG Group has an interest (or a business
which you are aware BG Group is actively considering making an investment
in), or;
(ii) a customer or supplier of BG Group and you are involved with the
selection, evaluation or management of BG Group’s relationship of any of
these.

You have a second job.

Your BG job involves you carrying out BG Group business transactions with a
family member, business associate or a close friend.

You are responsible for hiring, supervising, managing, career planning or setting
the employment terms and conditions of any relative, business associate or close
friend.

You have a close personal relationship, of any nature, with someone who works
with or for you, within your area of business or where you are able to influence or
control their salary, bonus or employment terms, conditions or career development.

You have been requested to be, or are already serving as, a director or consultant
for another company or organisation.
6 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
5.0 Links to other controls
Governing
Policies:
Ethical Conduct
Speak Up (Duty to Report)
Complementary
and linked
Standards:
Anti-Corruption BG-ST-LEG-ECCU-001
Engagement of Persons Connected to Public Officials BG-ST-LEG-ECCU-004
Gifts and Hospitality BG-ST-LEG-ECCU-005
Hosting of Public Officials BG-ST-LEG-ECCU-006
Supporting
Guidelines:
Other
Supporting
Documents:
7 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
6.0 Standard requirements
6.1 BG Group Employees and Other Personnel who believe that they have or may have an
actual or potential conflict of interest should seek advice from their Line Manager5 to
determine if they have a conflict of interest that they need to declare and register. If
advised to register a conflict of interest they must immediately register the conflict with
their Line Manager. A Conflict of Interest declaration form is provided in Appendix I for
this purpose.
6.2 Line Managers shall put in place an appropriate course of action to manage the conflict
of interest and to document this, including where no action is deemed necessary.
Where necessary, the Local Compliance Officer or BG Group Legal Advisor should be
consulted.
6.3 Copies of the completed conflict of interest declarations shall be kept by the line
manager and the employee and a copy sent to the Local Compliance Officer.
6.4 Line Managers and Local Compliance Officers shall together review the completed
conflicts of interest declarations at least twice a year to ensure that the mitigation
actions are still effective or to confirm that the conflict no longer exists.
6.5 BG Group Employees and Other Personnel must report promptly if they have reason to
suspect that there has been a breach, or a potential breach of this Standard by BG
Group or its Employees, Other Personnel or anyone associated with BG Group (such
as its partners or contractors).
5
If for any reason an individual is not comfortable with asking for advice from their line manager
they may ask for advice from their HR Representative, Local Compliance Officer or a member of
the Ethical Conduct Compliance Unit instead.
8 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
7.0 Appendices
Appendix I – Conflict of Interest declaration form
CONFLICT OF INTEREST DECLARATION FORM
Name:
Asset/Function:
Job Title:
Date:
Line Manager:
Detail of the Conflict of Interest (perceived or actual)
Resolution and Approvals
Agreed actions to resolve or mitigate the reported conflict of interest
Employee/Other Personnel
signature:
Date:
Approving Manager (Print Name):
Signature:
Date:
(1) Copy to be sent to the Local Compliance Officer
(2) Copies to be retained by the approving manager and the employee/contractor
9 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)
BG Group Standard
Conflicts of Interest
10 of 10
Doc Ref: BG-ST-LEG-ECCU-002
Author: Daniel Silver
Version: 1.3 (24 October 2013)