This Code of Conduct provides guidance on the ethical conduct expected of “Key People” working within XBRL International, Inc. Key People are Members of the Board when representing the organisation, as well as “Staff”. For the purposes of this policy, Staff includes all employees and contractors.
1. Personal and Professional Integrity
XII values respect, fairness, accountability and integrity. All Key People must act, and be perceived to act, with honesty, integrity and openness whenever they represent XII, and they must maintain high ethical standards. In general, representations of XII will contain information that is available to the general public. Key people should take care not to represent themselves as having any type of exclusive connection or information which results in personal or commercial gain. All goodwill resulting from representations of XBRL or XBRL International by key people should flow through to XII.
2. Legal Compliance
Key People must comply with all applicable laws.
XII recognizes the right of all persons to equal opportunity. Key People shall not discriminate against or treat any person they deal with unequally because of race, religious belief, ethnicity, national origin, gender, gender identity, sexual orientation, disability, age, marital status, or any other status protected by applicable laws.
This policy of non-discrimination also applies to all employment matters.
XBRL International firmly intends that all of its activities, including meetings, events and interactions with stakeholders right around the world will not only be conducted in accordance with law but be open, welcoming and inclusive. Key People shall always seek the active involvement of all persons they are working or meeting with and neither positively discriminate, nor discriminate by act of omission. Diversity of thought is a key strength in standards development and adoption activities and Key People should ensure that all views are sought and given careful consideration in furtherance of a positive objective to capture diverse views and perspectives.
Harassment by Key People will not be tolerated in any form, including but not limited to harassment based on race, religious belief, ethnicity, national origin, gender, gender identity, sexual orientation, disability, age, marital status, or any other status protected by applicable laws.
Key People must promptly report any instances of harassment that they witness involving other Key People, either to the CEO or the Chair.
Harassment is unwelcome hostile or intimidating behaviour and includes:
- Speech, actions or writing that intimidates or disparages based on attributes set out in this section.
- Any sexually aggressive speech or behaviour, including intimidation, stalking, displaying sexual imagery or materials.
- Unwelcome sexual attention or advances or physical contact.
- Unwelcome comments regarding a person’s lifestyle choices and practices.
- Abusive, offensive, or degrading language or imagery.
- Bullying, including any language, behaviour or imagery that encourages, glorifies, incites, or calls for violence, emotional, or physical harm against an individual or a group of people.
- Sustained disruption of talks, meetings or other events.
- Advocating for, or encouraging, any of the above behaviour.
Key People should also consider local societal customs of the hosting country when deciding what conduct is appropriate for a business environment.
XII will promptly investigate all reports of harassment.
5. Confidentiality and Proprietary Information
Key People will routinely access or create certain information (in written or electronic form, or communicated orally) that has been created, developed or disclosed with expectations of confidential treatment. Examples of such confidential information include certain XII Board discussions, strategy plans, financial data, contracts, and team information, as well as confidential materials shared with an expectation of confidential treatment provided by regulators, government and international agencies, software vendors and other commercial and non-commercial organisations.
Key People both during and after their connection with XII, are expected to protect all such confidential and proprietary information, to keep it in strictest confidence, only use it for the fulfilment of their obligations related to XII, and not disclose it to unauthorised third parties. This obligation is covered more fully for Staff in relevant employment and contractor documentation.
6. Social Media and Media
If Key People are required to use social media as part of their duties on behalf of XII, they must seek prior approval for such communications from the CEO or the CEO’s delegate.
Key People are responsible for what they personally communicate over direct message channels in social media and should remember that what they write in those channels might be made public, even if they initially intend for the communication to be private.
Key People are encouraged to support the mission of XII by expanding the reach and exposure of XBRL to their audiences on social media. With that in mind, Key People will use good judgment about what they post and remember that anything they say can reflect on XII, even with the inclusion of a disclaimer.
Key People must strive to be accurate in their communications about XII and remember that their statements have the potential to result in liability for themselves or XII. XII encourages professionalism, respect and honesty in social media and all other communications.
Staff may be required to use their personal social media accounts to support the mission of XII. Staff will take care to ensure that activity on a social media account used for business purposes generally reflects the spirit of this document.
Key People and Staff must make clear, by using a plainly stated disclaimer, if they are providing a personal opinion which relates to XII’s activities but does not reflect the mission of XII.
Key people and staff members should not represent themselves as an office holder at XII in the media, social media or at events, when a reasonable observer would believe that are in fact acting in a commercial capacity. For example, a Board Member that is also a consultant must not use their XII role to promote an event in which they are selling their own services.
Key People that are approached for comment about XII’s views for publication, including in any social media or news outlet, should discuss the inquiry with the CEO and not respond without written approval.
XII’s integrity, accountability and reputation can be compromised if Key People accept (or receive) personal gifts from certain types of outside parties as a result of their role within XII. The types of parties include vendors, potential vendors, members, government representatives, or any other outside individual or organization relating to XII business (collectively, “business partners”).
A “gift” refers to the transfer of any item of value including goods and services without compensation, including travel (e.g. flights and hotel rooms to attend a social or sporting event). The exchange of gifts of ‘nominal value’ (less than 100.00 USD) is acceptable as long as it is in accordance with generally accepted, local customs, traditions and laws, the gifts are not offered or accepted with the purpose of influencing a business decision or official action, the gift will not negatively affect the reputation of XII, and it complies with applicable laws.
Key People should always seek to obtain approval from the CEO, Chair or Treasurer prior to accepting any gifts above the nominal value (except as explicitly stated below).
There will be cultural and business situations in which Key People need to accept a gift above the nominal value set out above in order not to cause offense and other situations in which they will otherwise have questions about the appropriateness of a gift that they might have received. The Key Person should discuss the gift with the CEO, Treasurer or Chair as soon as practicable and account for and document the gift in a suitable register accessible to the Board.
Similarly, Key People should clearly account for and document any non-nominal gifts received with pre-approval in a suitable register accessible to the Board.
Key People should be aware that:
- Gifts of cash, cash vouchers, certificates, securities etc with a set negotiable value or other cash equivalents are never acceptable.
- Frequent gifts from the same party, including those below the 100.00 USD threshold, may be considered improper and a potential conflict of interest.
- They may not use personal funds to pay for a gift for a business partner in connection with XII activities.
The following are examples of allowable gifts:
- Giving and receiving gifts based on existing personal friendships, as long as they do not obligate, or appear to obligate, either party with regards to any XII activity.
- Honorarium gifts (e.g. commemorative plaques), that are not cash, given as symbols of appreciation for services provided to the Key Person or to XII, including from other Key People, as long as they do not obligate, or appear to obligate, either party with regards to any XII activity.
- Gifts of nominal value given during the holiday season or other special occasions, which represent expressions of friendship.
- Reasonable business meals, such as breakfast, lunch, or dinner, the value of which may exceed the nominal threshold described above without requiring specific approval, provided the nature of the business meal is appropriate.
- XII may always accept, on behalf of a Key Person, reasonable business-related expense re-imbursement or pre-payment, including flights, incidental travel, accommodation, food and beverages whenever a Key Person is speaking or representing XII at a conference, meeting, working group or similar activity where XII supports the involvement of the Key Person in that event but would not otherwise provide budget for the necessary travel.
8. Anti-Bribery and Corruption (ABC) Policy & Procedures
XII is committed to conducting its business ethically in every country in which it does business.
This includes compliance with anti-bribery and corruption (ABC) laws such as the U.S. Foreign Corrupt Practices Act (FCPA) or UK Bribery Act of 2010.
Corruption is any abuse of power for private gain; while bribery is an act of giving money or gift giving that alters the behaviour of the recipient. Although the nature and scope of corruption and bribery may differ from country to country, XII has a strict zero-tolerance policy toward bribery and corruption and strictly prohibits any improper payments in any type of business dealings anywhere in the world.
Key People may not offer, promise or give a bribe to anyone, and may not request or agree to accept or take a bribe from anyone.
The purpose of a bribe is often to obtain, retain or “facilitate” business, but might also be to influence an act or decision of the person receiving the bribe, induce such person to do or omit any action in violation of his lawful duty, or to induce such person to use his influence to affect an official act or decision. A bribe could involve direct or indirect payment, offer, authorization or promise to pay money or anything of value, offer or receipt of a kickback, loan, fee, commission, reward or other advantage or giving of contributions or donations designed or stipulated to influence actions in the giver’s favour.
A facilitation payment is a type of bribe. A common example of a facilitation payment is where a government official is given money or goods to perform (or speed up performance of) an existing duty. Facilitation payments are illegal under laws of many other countries, regardless of their size or frequency and are in all cases strictly against XII policy. No Key Person may willingly or knowingly offer to make, or actually make a facilitation payment, and all Key People should always obtain written pre-approval from the CEO before providing or promising any government official anything of value.
As third-party individuals or organisations acting on behalf of or representing XII can expose the organization to liability under ABC laws, Key People must undertake proper due diligence prior to authorizing such conduct and/or contracting with such third parties. If applicable, certain provisions should be included in relevant contracts regarding compliance with ABC laws, particularly in the case where the third party will be dealing with government officials.
XII’s reputation is its main currency. Key People should be wary of any suspicious information about or behaviour from third parties such as allegations of improper business practices, a reputation for bribes, requests for suspicious payments, disproportionate compensation requests, etc. Association with such suspicious behaviour could severely impact XII’s reputation.
Key People should contact the CEO immediately, or a Board Director if the CEO is conflicted, if they believe that an improper payment or other thing of value has been or will be offered, directly or indirectly, by XII or an employee or third party working on its behalf, or if anyone offers them an improper payment or other thing of value.
The Chair, Treasurer and CEO are always available to discuss any issue or answer any question that Key People and others may have about any aspect of this policy.