We uphold the law and the Code

Legal consultation

Employees must always comply with the applicable laws and regulations. Ignorance of the law is no excuse.

Timely legal consultation is essential to protecting ofi’s legitimate business interests and opportunities. LEGAL will provide guidance to anyone in the Group on an ongoing basis, and you should follow that guidance.

To protect ofi we will:

Promptly seek advice from LEGAL, particularly in the following situations:

• handling material commercial contracts (such as Master Sales Agreements, high value contracts, and bespoke arrangements) unless LEGAL has delegated its authority to the business, or set up a route for direct consultation of an external legal adviser;
• where any litigation and/or regulatory action occurs;
  
• working on new or proposed M&A, divestments, joint ventures or other similar transactions;
  
• a government or regulatory body communicates with us about potential investigations or regulatory actions;
  
• compliance issues involving competition/antitrust laws, such as trade terms, distribution agreements, exclusivity arrangements, pricing (see section on Fair Dealing) occur;
  
• external communications occur that could impact ofi’s reputation or create legal liability or contain ‘inside’ or ‘price sensitive’ information (see section on Securities Law and Competition Law Policy);
  
• use of, or proposed changes to, our Intellectual property occur (see section on Intellectual Property);
  
• issues related to product quality and safety occur (see section on Food Quality and Safety);
  
• bribery or corruption issues arise (see section on Anti-bribery and Corruption);
  
• sanctions related matters (see section on Know Your Counterparty).

It is important that we all use common sense and judgement in situations that are not covered above. If you are unsure, err on the side of caution and consult with LEGAL.

To protect ofi we will not:

• do anything that LEGAL has advised is illegal and/or impermissible;
• proceed without express senior line management approval where legal advice highlights significant risks for ofi, such as the risk of litigation;
  
• appoint, manage or remove external legal counsel without first consulting with LEGAL;
  
• pay any legal fees that differ from the fee structures agreed with external legal counsel by LEGAL.
  

Securities law

Employees must obey relevant securities laws. These make it illegal to buy or sell securities while in possession of ‘Inside Information’, which means information that is not publicly available and that a reasonable investor may consider important in deciding whether to purchase or sell a security. If in doubt on this matter, check with LEGAL.

Examples can include:

• significant financial information about ofi;
• a potential merger, acquisition or divestment of company assets;
  
• information on ongoing legal matters;
  
• material changes to leadership or organization;
  
• research breakthroughs and innovation launches.
  

To protect ofi we will:

• read and understand ofi’s Securities Dealing Code and Policy Documents and Inside Information Disclosure Policy;
• contact LEGAL if we have access to Inside Information or own ofi securities and it is unclear how to act;
  
• alert the LEGAL function if suspected or actual Inside Information is not being managed as Inside Information.
  

To protect ofi we will not:

• use Inside Information to buy or sell securities of any listed company, including shares, equities, related derivatives, options or spread bets;
  
• encourage anyone else to buy or sell securities when in possession of Inside Information, even if there is no personal profit from it;
  
• pass Inside Information about ofi to anyone outside the business, including friends and family (see section on Protecting ofi’s Information below).

Intellectual property

Employees are responsible for protecting ofi’s intellectual property (IP), and for respecting the IP rights of third parties.

IP includes trademarks, copyright, patents, trade secrets and other proprietary information. These are valuable assets to be handled with care.

LEGAL must always be consulted in relation to the protection of our IP and its use or commercialization and can direct you to functions including Brand, Tax and Finance that would also need to be notified.

To protect ofi we will:

• always consult LEGAL whenever there is a plan to create a new brand or register, license, amend or transfer any trademark, patent or other IP right or enter into any agreement concerning ofi intellectual property, whether owned or licensed;
• only use the intellectual property of another company in a way that ensures the use of that company’s intellectual property is consistent with the rights granted to us;
  
• ensure any know-how or trade secrets are kept securely and subject to strict confidentiality arrangements internally and with external parties.

To protect ofi we will not:

• use ofi’s intellectual property for personal or non-company purposes;
• use or distribute third-party copyrighted software and materials without approval from LEGAL.

Know your counterparty

To protect ofi’s reputation, it is important to ensure that we are in compliance with all applicable sanctions and do not conduct business with those associated with criminal activities.

In particular, ofi and its employees must make sure ofi does not breach applicable international sanctions or receive funds which are the proceeds of criminal activities, as this can amount to the criminal offence of money laundering and/or sanctions violations.

If you are planning to do business with anyone, you are responsible for ensuring counterparty screening is carried out and the counterparty approved before conducting any business.

To protect ofi we will:

• read and become familiar with the ofi Trade Sanctions and Counterparty Screening Policy;
• screen all counterparties before doing business to assess their identity and legitimacy, and to make sure they are not subject to sanctions;
  • to screen, determine, with guidance from your regional Compliance Manager, which tools and processes should be used to ensure appropriate screening and record-keeping;
  • where required, carefully consider, in consultation with your regional Compliance Manager or regional General Counsel, the outcomes of the screening before deciding whether to do business with the third party;
• look out for signs of unusual financial or payment activity which may be an indication of money laundering, such as:
  
  • supplier requests to:
    • pay funds to a bank account in the name of a different third party or outside the country of their operation;
    • take payments in a form outside the normal terms of business;
    • split payments across several bank accounts;     
  • customer payments to ofi:
    • made from multiple bank accounts to settle one payment;
    • made from bank accounts overseas when not a foreign customer;
    • made by third parties you have not contracted with;
    • made in cash when normally made electronically or by cheque;
    • made in advance when not part of normal terms of business;
    • immediately notify LEGAL where suspicions about actual or potential money laundering or other suspicious payment activity is noticed.

To protect ofi we will not:

• assume relevant third-party screening has already taken place. Failure to check or update screenings may put ofi and its employees at risk. 

Law enforcement and regulatory bodies

ofi is open and honest with all law enforcement and regulatory bodies.

To protect ofi we will:

• be honest in all dealings with any government official and comply with the requirements set out in the Government Interaction Policy;
• notify LEGAL promptly when contacted by a government agency about an investigation, request for information, statutory action, or other such matter, so that they can provide with advice before replying to the request.

To view the Policies referred to in this section contact the ofi Legal, Compliance and Co Sec function.