Essentra plc is committed to implementing a framework which facilitates the appointment and management of agents or other intermediaries authorised to act on behalf of any member of the Company on a basis which ensures compliance with the standards of business conduct required by Essentra plc's policies and by law.
This policy sets out Essentra plc’s ethical and legal compliance policy for the entering into and ongoing monitoring of all agency or other similar intermediary arrangements by Essentra plc or any of its subsidiaries ("Essentra" or "the Company") and is part of the Company’s corporate governance and internal control arrangements.
When considering the choice of agency or agent, including any other intermediary authorised to negotiate or finalise agreements on behalf of Essentra, ("Agent") the key issues to be considered are:
Appropriate due diligence into these issues must be conducted and appropriately documented before the decision to appoint any Agent is made. These due diligence issues must also be considered as part of the ongoing monitoring obligations detailed in this policy during the course of each Agency agreement.
Compliance with policies
Every Agent must be provided with a copy of Essentra's Agency Compliance policy, Code of Business Ethics, Policy on Bribery & Corruption, Policy on Gifts and Entertainment, Policy on Conflict of Interests and Competition Law policy and such other Essentra policies as may be specified from time to time by the Essentra plc Company Secretary. A written acknowledgement of their receipt and understanding of such policies must be obtained. All Agents must also be kept informed of any revisions to such policies and provide updated written acknowledgements
Each Agent must be required, at six monthly intervals in conjunction with the Company’s annual and half year reporting cycle, to confirm in writing that the Agent has not engaged in any illegal, corrupt or unethical conduct in the performance of the Agent’s duties under the agency agreement and that the Agent remains in compliance with all applicable laws, regulations, rules and Essentra’s policies.
An agency agreement in a form approved by the Essentra plc Company Secretary, which provides for Essentra’s ethical and legal compliance requirements, must be entered into before an Agent undertakes any work on Essentra’s behalf.
The rate of commission or other fees to be paid should be tailored to the role of the Agent to ensure they are appropriately incentivised to promote Essentra’s interests. Care should be taken to avoid levels of reward that could tempt an Agent into unethical behaviour such as sharing parts of their commission with persons able to secure the grant of business to Essentra.
Bank account details provided by an Agent for the receipt of commission or other payments must be subject to appropriate due diligence and commission payments in cash or to third party accounts must be avoided. In the event that the Agent fails to submit a statement of compliance as required under this policy, all payments of commission to that Agent must be suspended.
"Red flag" warnings
All Essentra employees appointing, or working with Agents, should be aware of certain “red flags”, which may indicate that the Agent in question does not meet the standards of business conduct which Essentra requires. These include, without limitation:
If any Essentra employee is aware of the existence or suspected existence of any issues regarding the failure of any Agent to comply with Essentra’s required standards of business conduct they should be reported forthwith to their Divisional Managing Director or President, who shall be responsible for informing the Essentra plc Company Secretary, or raised in accordance with the Essentra plc Right to Speak policy.
Copies of all due diligence information gathered and all documents relating to the Agent’s activities, including emails, progress reports, notes of meetings and records of all payments made to the agent (including receiving bank account details) must be appropriately filed and retained. Copies of due diligence records must be retained for a minimum of six years after the termination of any agency arrangements.
Reporting of new agency agreements
Employees responsible for Essentra entering into new agency agreements are required to advise the Global Controls and Compliance Officer forthwith of such new agreements in accordance with Appendix A of this policy.
Monitoring of agency agreements
Employees responsible for the operational management of agency arrangements are required to ensure that Agents are provided with all applicable Essentra policies and that Agents provide such acknowledgements and statements of compliance as are required under this policy.
Employees responsible for the operational management of agency arrangements are required to report to the Global Controls and Compliance Officer on the annual monitoring of agency agreements.