Code of Conduct
1 Purpose
1.1 The Alliance Against Counterfeit Spirits, Ltd. (“AACS” or the "Company") is committed to conducting its business responsibly and lawfully wherever it operates.
1.2 This Code makes clear the standards of conduct required of Members and Associates both professionally and personally.
1.3 For the purpose of this code,
- Board means the Board of Directors of AACS.
- Employees means employees of AACS
- Contractor means any person or business that provides services to the AACS but who is not an Employee.
- Service Providers means any person or business who has a service provider agreement with AACS.
- Member means a company formally admitted to membership of AACS.
- Delegates means the employee or employees of a Member who are designated by that Member to represent it in the Alliance.
- Associates means collectively the Board, Employees, Contractors, Service Provider and Delegates.
1.4 In the case of individuals employed or retained by a Member, Service Provider or Contractor, it is the Member’s, Service Provider’s or Contractor’s responsibility to ensure that they are aware of the Code and abide by its provisions.
1.5 Failure of Employees, Service Providers or Contractors to abide by the requirements and standards of the Code will result in disciplinary action which may include termination of their agreement. Failure may also result in legal or other actions, including the recovery of damages for any losses suffered.
2 Conflicts of Interest
2.1 AII Associates owe a duty of business loyalty to their parent companies and, together with the Members, to the Alliance. This duty is violated if an Associate engages in activities that cause, or may reasonably be thought likely to cause, a conflict of interest with the Alliance.
2.2 A conflict of interest may arise when an Associate is in a position to gain or benefit, or to cause family members, friends or associates to gain or benefit, from a particular action or inaction linked to knowledge gained via AACS or from its activities on behalf of AACS. Such conflicts must be reported to AACS’s Managing Director (“MD”) at the earliest opportunity so that an appropriate course of action can be determined.
3 Improper Payments
3.1 The US Foreign Corrupt Practices Act, the UK Bribery Act, the UK Anti-terrorism, Crime & Security Act 2001, La loi n° 2016-1691 du 9 décembre 2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie économique (loi Sapin 2) and other countries’ laws regarding bribery and improper payments comprise a complex area of the law. AACS abides fully by US, UK, French and other international and national laws regarding bribery and improper payments. AACS prohibits - under any circumstances - the offering or receiving of bribes, ‘kickbacks’ or any other improper payments (including what are known as ‘facilitation payments’).
3.2 This prohibition also prevents the use of intermediaries/agents/subsidiaries or joint venture companies to give or promise to give anything to such people on behalf of AACS or Associate.
3.3 Associates must exercise particular care when dealing with government officials to ensure there can be no suggestion of impropriety. Nothing must be given, or promised to be given, including by any third party, that could be construed as intending to influence the decision of government or political employees, officers or candidates. AACS’s policies and processes for approving and recording any gifts, entertainment or payments made to government agencies must always be followed.
3.4 The provision of anti-counterfeiting brand recognition training is an integral aspect of many AACS programs. When planning training events, Contractors and Service Providers must present a training plan for approval to AACS management outlining why the law enforcement department has been selected. Upon completion of approved training, Contractors and Service Providers must submit the document ‘AACS Training Attendees’ (attached as Appendix 1) to AACS management.
4 Employment
4.1 AACS, its Contractors and its Service Providers will not employ, procure or allow the employment of persons who are under the age of legal employment in the country where the work is to be undertaken, or who are otherwise not entitled by law to be employed, or are not validly declared as employed to the relevant authorities in that country or territory.
5 Third Party Investigators
5.1 Unless co-ordinated it is possible that the actions of a Service Provider and of a third party investigator separately contracted by a Member in the same market might conflict or cause difficulty with law enforcement agencies or other authorities and thereby harm the professional reputation and future business of AACS and/or Service Provider.
5.2 Where Members engage third party investigators in a market where an AACS appointed service provider is operating, Members will inform AACS appropriately and agree a protocol to ensure the actions of third party investigators do not conflict with Service Provider activities.
6 Creation and Retention of Records
6.1 AACS is required by law to maintain a range of corporate records, including financial and tax records, employment records and health and safety records. These records must be readily available for inspection, if required. Similarly, a record needs to be created and retained of AACS’s operational activities, particularly where these have or are likely to result in legal proceedings. AACS, its Contractors and Service Providers should retain records for a minimum period of 6 years (unless local law requires retention of records for a period exceeding 6 years), after which approval for destruction/deletion must be sought from MD AACS.
6.2 Destruction of AACS corporate records may constitute a criminal offence, for example where it prevents its disclosure in legal proceedings or to a public official or regulator. The MD should be consulted if there is any doubt about whether a particular record needs to be created or retained.
7 Data Collection and Ownership
7.1 Associates will seek, solicit and receive only data (including all forms of information) to which they and AACS are lawfully entitled and which is required to carry out AACS’s business. As between Associates and AACS, AACS will be the owner of any data acquired or created in the course of AACS business.
8 Duty of Confidentiality
8.1 The improper disclosure of confidential information could be the basis for legal action against AACS, its Members and its Associates. All therefore have a duty of confidentiality regarding any commercially or operationally sensitive information they acquire or learn of in the course of their work with or on behalf of AACS, and must not divulge it except in pursuit of AACS’s lawful business and must never use it for personal gain, unfair business practice, competitive or anti-competitive purposes, or denigrating purposes. This obligation lasts for so long as the particular piece of information remains confidential.
8.2 Confidential Information includes, without limitation, knowledge of trade secrets, business plans or outlooks, marketing or sales programmes, brand security data, customer lists, brand formulations, significant legal actions or strategies, investigative operations, new products or price changes, the acquisition or divestiture of brands, mergers and acquisitions or changes in senior management and any other information the value of which is derived from not being known to the public. Confidential Information does not include information which is in or becomes part of the public domain through no breach of this Code or other applicable law.
8.3 Information a Member or an Associate obtains because of his position at or association with AACS regarding the career, remuneration, or details or personal circumstances of other Associates is also confidential.
8.4 The confidentiality obligations of this Code apply to Members and Associates even after they terminate their association with AACS, for as long as the information remains confidential and is not generally available to the public.
8.5 AACS also respects the rights of others regarding their Confidential Information. Members and Associates should not accept, solicit or divulge Confidential Information from or about any Member, Associate or third party without the prior authorisation of the Board. Members and Associates should be especially mindful of the risk of unintentional disclosure through discussions or use of documents in public places. Members and Associates should protect AACS's Confidential Information entrusted to them by following AACS policies and procedures.
9 Privacy and Data Protection
9.1 AACS has a full Data Protection Policy in place, which is circulated to Associates on an annual basis.
9.2 AACS collects, stores and discloses data in order to fulfil the objective of combatting the counterfeiting of its Members' products.
9.3 Members and Associates must ensure that the collection, storage, transfer, release or use of any such personal data is in accordance with applicable laws and regulations including the General Data Protection Regulation and Data Protection Act 1998 (and any subsequent law or regulation concerning data protection to which AACS is subject).
9.4 Personal data is any information which relates to a living individual who can be identified from that information alone or identified when that information is combined with other information that AACS holds (or may likely hold in the future). AACS acquires personal data of its Members and Associates but principally collects data on individuals under investigation which is held in its database (e.g. names, addresses, credit card details, telephone numbers, email addresses, personal identification numbers and other personal details which could identify an individual).
9.5 Each Member and Associate has a duty to comply with its obligations under applicable data protection law when it processes the personal data of any individual who is the subject of any AACS report or investigation.
9.6 Service Providers must not collect, use or disclose personal data on behalf of AACS without first entering into a Service Provider Agreement with AACS.
9.7 Employees may only collect, use or disclose personal data as permitted under their employment contract. AACS, Members, Service Providers and Contractors must each ensure its employees are fully trained in handling personal data.
9.8 Where disclosure is permitted, such disclosure should not be shared with others outside of AACS unless it is necessary for the prevention of a crime (and failing to disclose would prejudice that investigation). Only the minimum amount of personal data necessary for the investigation should be disclosed.
9.9 Any personal data should be shared securely, and Associates should ensure that sufficient checks have been undertaken on the recipient of the information.
9.10 Personal data should be checked for accuracy and, where possible, be up to date.
9.11 Any disclosure of personal data should be recorded and the reasons for the disclosure documented. AACS, its Members and Associates should record what information was shared, who it was shared with, when it was shared and the justification for disclosing.
9.12 Members and Associates should notify each other, within 48 hours, if any data access requests are raised by individuals, any concerns are raised by individuals or regulators or in the event of a security breach.
10 Competition and Anti-Trust Laws
10.1 In many countries, collaboration with competitors or their representatives is governed by competition and anti-trust laws, which if broken can result in severe civil and criminal penalties, including fines and prison sentences for those convicted. Members and Associates must not discuss or take any action that is aimed at, or has the effect of, reducing commercial competition, for example soliciting or facilitating agreement of AACS Members to:
- set any terms of sale (discounts, prices, credit terms, etc.) or production levels;
- divide up markets, customers or territories, or boycott any customer; or
- influence customers regarding their [re]-sale prices.
10.2 Collaboration or discussion of subjects which may reduce commercial competition with fellow Members, Associates and/ or other competitors can be illegal. If a fellow Member, Associate or other competitor raises any of them, even indirectly the conversation must stop immediately. The Member or Associate must state clearly that under no circumstances can they discuss these matters.
10.3 Any instances where a Member or Associate suspects that competition or anti-trust laws may have been broken must be reported to the AACS MD immediately.
11 Human Rights
11.1 AACS does not permit exploitation of children or involuntary servitude amongst its Employees or those of its Contractors and Service Providers. This includes the consideration of debt bondage and unacceptable financial costs forced upon workers. AACS respects and complies with all relevant local laws regarding voluntary employment and minimum age for employment and expects its Contractors and Service Providers to do the same. AACS is committed to protecting the rights of all workers in its network of Employees, Contractors and Service Providers.
11.2 AACS expects these employees to be treated fairly and not to be subjected to discrimination (in any aspect of employment) on factors such as race, gender, colour, caste, religion, ethnicity, sexual orientation, disability, age, marital status, health, pregnancy, union membership, political affiliation, or national origin. AACS strictly prohibits any kind of harassment, intimidation, bullying or abuse of any employee in its network and expects that they are allowed freedom of association and collective bargaining in accordance with applicable laws and regulations. AACS expects that all employees working for AACS, its Contractors and Service Providers are paid a fair wage, according to at least the legal minimum standards or appropriate industry standards, whichever is higher. AACS expects that these employees do not work excessive hours and work in accordance with national laws, collective agreements and the provisions of the relevant ILO standards on working time.
11.3 AACS recognises that its Contractors and Service Providers may witness signs that point to the possible existence of forced labour. Forced or compulsory labour can be defined as work or service which is exacted from any person under the menace of any penalty and for which the said person has not offered himself voluntarily.
11.4 All Contractors and Service Providers are required to complete the ‘Forced Labour Checklist’ (attached as Appendix 2 to this document) whenever they attend a raid or accompany law enforcement at locations where the risk of forced labour is high. This should be returned to AACS within 48 hours of completion.
12 Health & Safety
12.1 AACS is committed to maintaining safe and secure working conditions for the employees in its network . We expect our Contractors and Service Providers to meet applicable local and national health and safety laws and regulations, to maintain a safe and secure working environment and to encourage and promote safety culture at work.
12.2 Contractors and Service Providers must have a process in place to record, investigate and report accidents and dangerous incidents, maintain adequate emergency preparedness procedures and to have appropriate mechanisms in place so employees and contract workers can raise and discuss their concerns around health and safety.
13 Enquiries by Government Agencies or Regulatory Bodies
13.1 If a Member or Associate is contacted by a government agency or regulatory body seeking an interview, requesting information or seeking documents related to AACS matters, the Member or Associate should advise that AACS will comply fully with its legal obligations, but that the matter must first be referred to the MD. All such requests must be reported immediately to the MD, who will consult with the Board and seek legal advice before responding.
14 Media Enquiries
14.1 Unless an Associate has been authorised in a specific instance by AACS Board to speak to the media, (s)he must refer all enquiries regarding AACS, its Members and its business to AACS MD.
15 General Conduct
15.1 General conduct refers to any acts of commission or omission which are unlawful, unethical or reckless and/or may attract adverse publicity or comment and are likely to be a breach of this Code.
15.2 Because of the nature of AACS’s business, any unlawful, unethical or reckless act or behaviour which may be linked to the consumption of alcohol is a particularly serious breach of this Code. Employees and those of its Contractors and Service Providers are ambassadors for responsible drinking and must abide by AACS’s Responsible Drinking policy.
15.3 Any instance where an Employee, or an employee of a Contractor or Service Provider, is charged with a criminal offence, or is likely to be the subject of adverse publicity, must be reported immediately to the MD regardless of whether the individual was engaged on AACS business at the time of the offence or event.