Spencer Stuart International B.V. (together with its subsidiaries and affiliates including Kincentric and Cambria, hereinafter collectively referred to as “Spencer Stuart Group”) is committed to the highest standards of ethics, integrity, and compliance. The Spencer Stuart Group has adopted the following Code of Conduct (the “Code”) for all suppliers, contractors, subcontractors, external partners and vendors, including their employees, officers, directors and authorized representatives (collectively “Suppliers” or individually “Supplier”) that are engaged to provide services to the Spencer Stuart Group and/or its clients (the “Services”). In addition, the Spencer Stuart Group requires its Suppliers to cascade this Code down to their suppliers, contractors, partners and vendors that are either connected to the Services or have access to the Spencer Stuart Group’s or its clients’ confidential information, including any personal data.
By its acceptance of any agreement to provide services to the Spencer Stuart Group or by providing services to the Spencer Stuart Group, the Supplier acknowledges and accepts the standards set out in this Code and agrees to maintain compliance with such standards throughout its operations and supply chain.
Compliance with Laws and Regulations
Suppliers must comply with applicable laws and regulations (including, but not limited to, employment and discrimination laws, child labor laws, health and safety laws, human rights laws, antitrust laws, sanctions, export and trade control laws, and environmental laws) and cooperate with regulators enforcing such laws. In instances where expectations outlined in the Code differ from local laws or regulations, the Spencer Stuart Group expects its Suppliers to comply with the more stringent laws or policies.
Anti-Bribery and Anti-Corruption
Suppliers must fully comply with the standards of all anti-bribery and anti-corruption laws (e.g. UK Anti Bribery Act, US Foreign Corrupt Practices Act, and any other applicable laws) and enact adequate policies and procedures to ensure compliance with these laws. Supplier must not, whether directly or indirectly, offer or accept any gift that is intended to gain an improper influence or business advantage or that could be perceived as an attempt to obtain preferential treatment. Gifts include anything of value (e.g., a benefit, fees, commissions, cash, services, or inducements).
Tax Evasion, Money Laundering, and Fraud
Suppliers must adhere to all international laws, regulations and standards concerning tax evasion, fraud and money laundering. Suppliers shall implement and maintain a zero-tolerance policy with respect to any criminal facilitation including tax evasion, and must never be complicit in facilitating a third party to evade taxes in any jurisdiction. Suppliers shall have processes in place to recognize and monitor potential warning signals that could help detect unusual or suspicious activity.
Conflict of Interest
Suppliers must avoid any engagement or activity with the Spencer Stuart Group or its employees that may conflict or appear to conflict with the best interests of the Spencer Stuart Group. Suppliers that are aware of a conflict of interest or concerned that a conflict might develop are required to promptly notify the Spencer Stuart Group at CodeOfConduct@SpencerStuart.com.
Diversity, Equity, and Inclusion
Suppliers will not discriminate against any employee or party to the contract based on race, ethnicity or national origin, disability, religion, age, gender, sexual orientation, gender identity/expression, marital or civil partnership status, or any other protected class covered by applicable law. The Spencer Stuart Group expects Suppliers to maintain a nondiscrimination/anti-harassment policy. In addition, Suppliers are also encouraged to offer diversity and inclusiveness training within their organization.
It is the Spencer Stuart Group’s expectation that all Suppliers use their best efforts to procure goods and services related to the engagement from diverse businesses. Supplier commits to comply with all relevant regulatory agency requirements, including any local diversity regulations and programs. For the purposes of this Code, a “diverse business” is a company that is certified to be at least 51%-owned, operated and controlled by one or more minority, woman, LGBT+ person, person with a disability, veteran, service-disabled veteran, or aboriginal or indigenous person. In addition, historically underutilized business and social enterprises, as defined by the Supplier’s local country, will be included in the diverse business classification.
The Spencer Stuart Group does not tolerate slavery, forced labor, or human trafficking in any form. Suppliers must fully comply with all applicable slavery, forced labor, and human trafficking laws (e.g., UK Modern Slavery Act, Australia’s Modern Slavery Act) and enact adequate policies and procedures to ensure compliance with such laws.
Suppliers must protect all technical, customer, and business information including, but not limited to, all tangible, intangible, oral, visual, electronic, present, future, or proprietary information hereinafter referred to as “Confidential Information” and intellectual property whether received directly from the Spencer Stuart Group and/or its clients’, or obtained or accessed during the performance of the Services, and shall not disclose such Confidential Information to third parties. Suppliers must design, implement, and maintain sufficient policies, processes, and procedures to protect this Confidential Information , and shall promptly notify the Spencer Stuart Group in the event of any breach of Supplier’s obligations hereunder. Notice shall be given at CodeOfConduct@SpencerStuart.com.
Personal Data and Privacy
Suppliers must comply with all applicable data protection and privacy laws. In providing the Services, the Spencer Stuart Group may directly or indirectly disclose personal data to Suppliers (the “Personal Data”). Suppliers must:
collect, use, process, store, transfer, and disclose Personal Data only as permitted by the Spencer Stuart Group or otherwise agreed in writing,
retain Personal Data only as long as is reasonably necessary to satisfy the purpose for which it was disclosed or as long as legally required,
obtain and carry insurance (from a reputable insurance carrier) to cover any violation of applicable data protection and privacy laws, and
implement technical, administrative, and physical safeguards that are consistent with industry best practices to protect Personal Data from theft, fraud, improper access disclosure, and misuse. In the event of any unauthorized access or disclosure of Personal Data, Suppliers must promptly notify the Spencer Stuart Group.
The Spencer Stuart Group recognizes the importance of protecting the natural environment and its shared responsibility in addressing the critical environmental issues facing the planet. Suppliers are encouraged to notify the Spencer Stuart Group about products or services that might help the Spencer Stuart Group reduce its environmental impact. The Spencer Stuart Group reserves the right to request information from its Suppliers regarding their own environmental practices.
Compliance with this Code
Suppliers are required to promptly report violations of this Code or other Spencer Stuart Group policies to the Spencer Stuart Group’s Legal Team. To report a violation of this Code, please email CodeOfConduct@SpencerStuart.com. Supplier shall not retaliate or take disciplinary action against any individual who has, in good faith, reported violations or questionable behavior, or who has sought advice regarding this Code.
Spencer Stuart’s Rights
In the event of non-compliance with or violations of this Code, the Spencer Stuart Group may give the Supplier a reasonable opportunity to respond with proposed corrective actions, unless the violation is severe, incurable, or there is a violation of law. In such cases, the Spencer Stuart Group reserves the right to suspend or terminate its relationship with a Supplier and/or disclose the matter to the appropriate authorities if there is a violation of law.