Introduction

It is the Institute's aim to be the premier multi-disciplinary and muiti-jurisdictional professional organisation for those involved as advisers and practitioners in the offshore disciplines. To this end, the Institute has prepared this Code of Conduct for the use of its members so that they may operate their businesses in a consistent and ethical manner such that benefits will accrue to the members themselves, their clients and the international commercial world.

The Institute’s Code of Conduct therefore seeks to establish a series of principles to which each member can and must subscribe. It is not the function of the Code of Conduct to dictate precisely how each member shall operate in business so as to meet the criteria set out in the code. Clearly members will operate different types of business and may well be subject to another ethical code by their own national or international professional organisations.

It is hoped that the Institute's Code of Conduct will not conflict with any other professional Organisation’s code of practice. but rather that the Institute's Code will represent a vital underpinning to other relevant professional statements which are probably not aimed at practitioners or advisers operating wholly or mainly offshore. Clearly, both the sizes and types of members businesses and their employment status make detailed direction within the Code of Conduct impractical and in any event. The Institute seeks to avoid inhibiting any members freedom either to manage or participate as an employee in the management of the business.

However, through its members the Institute represents a very considerable reserve of experience in designing systems to meet the criteria of the Code of Conduct and it is intended that guidance will be made available on request to members (by the Code of Conduct Committee). The structure of the Code is a statement of principles followed by more detailed provisions covering those areas of business the Institute deems to be the most crucial and universal. Certainly, not all breaches of the Code will be a matter for disciplinary procedures; but breach of the Code may well expose a member to some other form of censure in appropriate circumstances.

Principles

1. Ethical Standards

A Member shall strive to promote the highest ethical standards in relation to the conduct of his own and his client's affairs by adhering to the provisions of this Code and of relevant legislation. Members are reminded that under laws applying to them they may be under an obligation to assist their national authorities in the suppression of acts prohibited by the laws of their jurisdiction.

2. Confidentiality

A Member shall not disclose information about a client or his affairs without authority from that client unless required to do so by applicable law.

3. Integrity

A Member shall observe high standards of honesty and fairness in ail dealings and shall not conduct himself in any manner which is likely to bring either himself or the Institute into disrepute.

4. Skill, care and diligence

A Member shall act in a timely manner and with appropriate skill, care and diligence in the conduct of client affairs.

5. Information about clients

A Member shall seek from clients any relevant information about their particular circumstances and objectives which the Member might reasonably be expected to obtain to enable him to fulfill his professional obligations.

6. Information for clients

A Member shall take appropriate steps to provide a client with information about the client’s affairs which the client reasonably requires.

7. Conflict of Interest

A Member should seek to avoid any conflict of interest arising as between a Member and a client or as between clients. A Member should not unfairly place his own commercial interests above those of his clients.

8. Client assets

Where a Member or his Organisation is responsible for assets which belong to a client. the member should arrange for appropriate protection for them by way of segregation and identification or otherwise in accordance with the terms of the responsibility which the member has accepted.

9. Professional practice

A Member should treat professional colleagues with the utmost courtesy and fairness and observe any relevant legislation, code or rules applicable to his business.

10. Financial resources

Where a Member has appropriate responsibilities, he should ensure that he maintains adequate financial resources or otherwise makes adequate provision to meet his business commitments.

11. Internal organization

Where a Member has appropriate responsibilities, he should organise his internal business affairs in a responsible manner, keeping appropriate records, and where relevant should ensure that staff are adequately trained and supervised.

12. Relations with Regulators

A Member should deal with any regulatory authority to which he is subject in an open and cooperative manner so as fully to comply with any relevant legislation.

Guidance Notes

1. Obligation of care in relation to acceptance and monitoring of business transactions.

A Member must adopt or be otherwise bound by a clear policy on how he will undertake the consideration and acceptance of new business. In particular, before undertaking to provide to a client (who must be clearly identified) any service or advice in relation to any proposal, the member must take and document such reasonable steps as are appropriate in the individual circumstances to establish

(a) the client is of good repute and the activity the Member is required to service and support is similarly reputable:

(b) the source of the client’s funds:

(c) nothing relating to the activity contravenes any law to which the Member is subject.

A Member must actively monitor each transaction and be satisfied as to its propriety.

2. Confidentiality

(a) In the absence of express authority from the client, a Member will expect to be obliged by a binding Court Order to disclose of matters relating to a client’s affairs to a third party before such disclosure is made.

(b) In multi-disciplinary business, in the absence of express authority from the client. It is expected that confidentiality between sectors of the business will be maintained.

3. (No guidance issued at this time.)

4. Skill, care and diligence

(a) Members are reminded that they have an obligation continually to acquaint themselves with developments in professional practice and legislation relevant to their clients’ affairs, and to ensure that those developments are disseminated to staff.

(b) A Member is also responsible for ensuring that the professional standards of the staff under his supervision are adequate to safeguard client affairs and that there is a suitable system in place for monitoring and disseminating such developments to those staff.

5. Information about clients

Members are reminded that it is best practice demonstrably to be able to identify clients in terms of: