@BSI National standards - Code of Conduct꞉2010 (EN) ᴾᴼᴼᴮᴸᴵᶜᴽ

8/12/2019 @BSI National standards - Code of Conduct2010 (EN) Bc

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STRICTLY PRIVATE AND CONFIDENTIAL

CODE OF CONDUCT FOR REGULATING THERELATIONSHIPS BETWEEN THE NATIONAL STANDARDS

BODY AND OTHER PARTS OF BSI

REVISED 2010

Annex: Specific Guidance on Co-operation activities


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Code of Conduct June 2010 Page 3 of 16Strictly Private and Confidential

1.8 To confirm that all BSI employees/contractors must comply with this Code ofConduct and must not do anything that might result in or otherwise have theeffect of causing BSI to breach its obligations under this Code of Conduct.

1.9 To replace in its entirety the previous 2004 version of the BSI Code ofConduct.

2. THE NATIONAL STANDARDS BODY

2.1 The British Standards Institution (BSI), incorporated as a Royal Chartercompany, acts as the National Standards Body (NSB) for the UK.

2.2 BSIs NSB activities under the Memorandum of Understanding between theUK Government and BSI are:

2.2.1 The development, publication, promotion, licensing, sales and

distribution of British Standards, European Standards, InternationalStandards, and any other standards-type documents produced by theEuropean and International Standards Bodies (CEN, CENELEC,ETSI, ISO, IEC);

2.2.2 Any other standardization work carried out as part of BSIsmembership of CEN, CENELEC, ISO, IEC; and

2.2.3 The development, publication, promotion, sales and distribution of BSIPublicly Available Specifications (PASs) in the United Kingdom.

2.3 For the purposes of this Code of Conduct, the NSB activities:

2.3.1 In paragraph 2.2.1 above shall be referred to as Standards; and

2.3.2 In paragraphs 2.2.2 and 2.2.3 above shall be referred to asStandardisation Products.

2.4 BSIs Intellectual Property Rights Policy Statement:

All the data, software and documentation set out in Standards andStandardisation Products are the property of and are copyrighted by BSI; orsome other person or entity that owns copyright in the information used and

has formally licensed such information to BSI for its commercial publicationand use.

2.5 As a general principle, BSI considers that the specific BSI products andservices which do not fall into the definition of NSB activities include, but notlimited to, the following products and services:

2.5.1 Training;2.5.2 Books and other commissioned works;2.5.3 Certification;2.5.4 Product and healthcare testing;2.5.5 Consultancy;

2.5.6 International projects;2.5.7 Private Standards; and


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2.5.8 BSIs Information products, such as SATS, BSOL, Entropy, SCM, BSIsales web-pages and shop-fronts or IPP software products, insofar asthese products go beyond the simple provision of the Standard and/orStandardisation Product.

2.6 In certain exceptional circumstances, the above stated non-NSB products andservices may be regarded as NSB activities in the event all the followingcriteria apply to any particular activity:

2.6.1 The activity involves a formal committee-based consensus process;and

2.6.2 The activity is formally funded by the UK Government as part of theGovernments annual funding of BSI activity; and

2.6.3 The activity is driven by a formal UK Government policy driver relatingto harmonization of standards.

2.7 Where such BSI activities are designated NSB activities, the BSI

employees/contractors working on these activities will be notified by theDirector of Standards or his direct reports.

3. BSIS GOVERNING PRINCIPLES AND OBLIGATIONS

BSI has obligations set out in:

3.1 The BSI Royal Charter, as amended in 1998, which can viewed on the BSIGroup Legal page on Connect.

The obligations on BSI under the Royal Charter insofar as they relate to co-operation between the NSB activities and non-NSB activities of BSI aresummarized in paragraph 4.1 below.

3.2 The Memorandum of Understanding between the UK Government and BSIdated 20 June 2002 (the 'MOU'), which can viewed on the BSI Group Legalpage on Connect.

The MOU is a complex document and the obligations on BSI which relate toco-operation between the NSB activities and non-NSB activities of BSI aresummarised in Paragraph 4.2 below.

The MOU also requires BSI to ring-fence the Government funding. For yourinformation, BSI Finance ensures that HMG cash funding is kept separatefrom other funds in a separate bank account and is only spent as directed andagreed by HMG and permitted by the terms of the Annual Funding letteragreements between BSI and HMG. Further, BSI Internal Audit carries outannual audits of the ring-fencing obligations to ensure compliance.

3.3 Directive 98/34/EC (to be revised 2011), which can be viewed on the BSIGroup Legal page on Connect.

3.4 The UK Government Public Policy Interest in Standardisation 2009, which

can be viewed on the BSI Group Legal page on Connect.


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3.5 UK and EU Competition law.

Please refer to the BSI Group Competition Compliance materials on the BSIGroup Legal page on Connect for more information

3.6 The rules on sales and distribution of standards which form part of ourmembership of the European and International Standards Bodies (e.g.CEN/CENELEC Guide 10; ISO POCOSA, IEC Sales Policy).

The relevant obligations arising from these rules insofar as they relate to thisCode of Conduct are set out in Paragraph 4.3 below.

4. SPECIFIC GOVERNING PRINCIPLES ON CO-OPERATION BETWEENBSIS NSB ACTIVITIES AND NON-NSB ACTIVITIES:

4.1 ROYAL CHARTER:

The Royal Charter governs the BSI organisation and, in section 3, defines its objects:

Sections 3(a) and (b) relate to standardisation and require BSI to coordinatestandardisation, and to prepare and promote British Standards. ('BritishStandards' is defined in the MOU (see below) as "formal consensus standards asset out in BS 0-1 paragraph 3.2 and based on the principles of standardisationrecognised inter alia in European standardisation policy".)

Section 3(c) relates to registering relevant marks, both in relation to BSI'sstandardisation activities and its other activities.

Section 3(d) permits BSI to promote and sell systems assessment, registration,product and materials inspection, testing and certification, training, consultancyand arbitration, provided this does not prejudice the objects in section 3(a) to (c).

Section 3(e) requires BSI to take such action as may appear desirable ornecessary to protect the objects or interests of BSI.

The relevant restriction for the purposes of this Code of Conduct can therefore besummarised as follows: BSI's non-standardisation activities (such as certification,healthcare and testing and training) must not prejudice the standardisation activitiesreferred to in section 3(a) to (c) of the BSI Royal Charter.

4.2 MOU OBLIGATIONS:

BSI may favour non-NSB activities as long as these decisions are not to thedetriment of the customers and stakeholders of the NSB activity;

BSI has to comply with Competition Law including where there is co-operationbetween the NSB activities and non-NSB activities of BSI;

BSI's non-NSB activities should not conflict with the NSB activities;

BSI has to ensure that the provisions in British Standards do not discriminate

between conformity assessment bodies; and


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BSI has to avoid confusion both between formal consensus standards work andother standardisation activities (such as PASs) and between the NSB activitiesand non-NSB activities.

These restrictions apply to all BSI activities, regardless of the jurisdiction in which BSI

operates.

4.3 CEN/CENELEC Guide 10; ISO POCOSA, IEC SALES POLICY OBLIGATIONS:

The value of standards should be maintained;

Standards should not be given away for free to "general users"; and

ISO POCOSA and IEC Sales Policy require BSI not to actively marketInternational Standards in the territories of other ISO or IEC members withouttheir specific permission. By custom and practice, these restrictions also apply to

the active marketing of national adoptions of International Standards.CEN/CENELEC Guide 10 similarly requires BSI not to actively market nationalimplementations of European Standards in the territories of other CEN/CENELECmembers without their specific permission.

These restrictions apply to all BSI activities, regardless of the jurisdiction in which BSIoperates.

4.4 TAX AND FINANCE

Each of the co-operation projects between the NSB activities and non-NSB activities

of BSI will need to be reviewed in advance by BSI Group Finance and BSI Group Taxand Treasury to ensure that they are structured in a tax efficient and compliantmanner.

5. BSI EMPLOYEES/CONTRACTORS GUIDANCE ON WORKING ON CO-OPERATION ACTIVITIES

5.1 BSI employees/contractors working within the Standards division on NSBactivities may be required to work on BSI Group-wide co-operation activities orinvolve colleagues from non-NSB activities of BSI in internal and externalmeetings on the following basis:

5.1.1 The Director of Standards or his direct reports are satisfied that the co-operation project complies with the Code of Conduct and is not to thedetriment of customers or stakeholders of the NSB activities.

5.1.2 In any dealings with external parties, BSI employees/contractors shouldensure that the external party is not confused as to whether the meetingin question relates to a NSB activity. If the meeting does concern a NSBactivity, the external party should also be clear whether the meetingrelates to a formal British Standard or a PAS.

5.2 If any BSI employee/contractor feels uncomfortable that he or she is being

asked to work in such a way which put him or her in breach of the Code ofConduct, the BSI employee/contractor should refer their concern to their


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immediate line manager or if the concern relates to the line manager, thereferral should be made direct to the Director of Standard and BSI Group Legal.

5.3 Any BSI employee/contractor who may wish to refer a matter on an anonymousbasis is requested to follow BSIs Whistle-blowing Process. Full details of thisprocess can be found on the BSI Group Risk and Compliance page on Connect.


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ANNEX: GUIDANCE ON CO-OPERATION BETWEEN NSB ACTIVITY AND NON-NSB ACTIVITIES OF BSI

A. HIGH-LEVEL DOS AND DONTS

A1. BSI employees/contractors working on the NSB activity must:

1.1 Comply at all times with the Code of Conduct; and

1.2 Comply at all times with BSIs Competition Compliance Policy.

A2 BSI employees/contractors working on the NSB activity may:

2.1 Engage in joint activities with other non-NSB BSI businesses (i.e. the

certification, product and healthcare and training businesses) providedthat such joint activity does not compromise in any way the neutrality orindependence of the NSB activity and is not to the detriment of thecustomers or stakeholders of the NSB activity; where appropriate thereshould be a formal contract. Further guidance on such co-operationactivities is set out in Section B to F of this Annex; and

A3. BSI employees/contractors working on the NSB activity must not:

3.1 Provide information relating to NSB activity customers and subscribingmembers to other non-NSB BSI businesses unless such provision ofinformation is permitted under Section B below of this Annex;

3.2 Provide information relating to NSB activity committee members to othernon-NSB BSI businesses; and

3.3 Enter into any agreement granting rights in NSB activity assets without theapproval of the Director of Standards.

A4. BSI employees/contractors in non-NSB BSI businesses must not:

4.1 Do anything that might result in or otherwise have the effect of causing theNSB activity to breach its obligations under the Code of Conduct; and

4.2 In any way seek to induce BSI employees/contractors working in the NSBactivity to breach the Code of Conduct.


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B. CUSTOMER AND MEMBER DATA SHARING

Definitions:

Customer data is: data from NSB customers and BSI Subscribing Members whichmay include: (a) identity and contact information; and (b) purchase history includingprices.

Excluded Data is: (a) identity of Standards committee members, together withmeeting minutes and documentation unless these are in the public domain; and (b)royalty data where BSI is contractually prevented under Distribution Agreements fromusing the royalty data for any purpose other than to check the royalty flows.

NSB customer is a customer of BSI who has purchased Standards orStandardisation Products either through BSOL, hard copy sales or through other BSI

channels.

These rules apply to BSI worldwide.

B1. Exchange of NSB Customer data from NSB activity to non-NSB activity forpurposes of external marketing:

This is permitted provided the customer opts-in.

The following wording must be placed prominently on each website/email sent to oraccessed by the NSB customer:

"The British Standards Institution (BSI, a company incorporated by Royal Charter),performs the National Standards Body activity (NSB) in the UK. BSI, together withother BSI Group Companies, also offers a broad portfolio of business solutions otherthan the NSB activity that help businesses worldwide to improve results throughStandards-based best practice (such as certification, self-assessment tools, software,product testing, information products and training).

The following opt-in wording is suggested as a tick-box at the point of sale:

Please tick here if you are interested in hearing from BSI and BSIs groupcompanies about their products and services relating to: [certification, producttesting, training etc]". BSI does not share your information with third parties.

BSI does not propose to use pre-ticking for these purposes.

B2. Exchange of non-NSB activity customer data to the NSB activity:

This is permitted provided the customer opts-in.

B3. Exchange of NSB activity Customer data from NSB activity to BSI Groupfor internal strategic analysis.

This is permitted. The opt-in is not necessary in this case.

B4. Exchange of Excluded Data from NSB activity to non-NSB activity.


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Code of Conduct June 2010 Page 10 of16Strictly Private and Confidential

This is not permitted.C. JOINT MARKETING OF ONE BSI

Definitions:

Standards means British Standards, European Standards, International Standards,and any other standards-type documents produced by the European andInternational Standards Bodies (CEN, CENELEC, ETSI, ISO, IEC).

Standardisation Products means (1) any standardization work carried out as part ofBSIs membership of CEN, CENELEC, ISO, IEC; and (2) the development,publication, promotion, sales and distribution of BSI Publicly Available Specifications(PASs) in the United Kingdom.

Related New BSI Product means a non-NSB activity product (such as certificationschemes (accredited or unaccredited), training or Information Products) developedby BSI against a Standard or Standardisation Product.

C1. Integrated BSI website:

This is permitted on the following basis:

The following banner wording must be placed prominently on each BSI website:

"The British Standards Institution (BSI, a company incorporated by RoyalCharter), performs the National Standards Body activity (NSB) in the UK. BSI,together with other BSI Group Companies, also offers a broad portfolio ofbusiness solutions other than the NSB activity that help businesses worldwide toimprove results through Standards-based best practice (such as certification,

self-assessment tools, software, product testing, information products andtraining).

In addition, the relevant page of the website must then explicitly state whetherany particular BSI product or service being sold or referred to is a NSB activityor not, and whether it is a Standard or other Standardisation Product.

By way of example, if the website refers to BSIs training services against aparticular British Standard, then the following wording should be used as well asthe banner wording above:

BSI offers a selection of training courses related to the British Standard [ ]which is a NSB product. These training courses are provided by BSI as part ofits non-NSB services. Click [here] for details and to make a booking.

Any integration projects will be supervised by the BSI Overview Committee to ensurecompliance with this Code of Conduct.

C2. Joint launch events and press releases (including multi-media launchesand releases and events sponsored by third parties):

(a) New Standard and Related New BSI Product

(i) Where BSI is the only body to have developed a Related New BSI Product againsta new Standard, then joint launch events and press releases are not permitted.


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There must be at least a months gap between the launch event/press release of thenew Standard and the launch event/press release of the Related New BSI Product.

However, BSI can refer in the press release for the new Standard to the availability ofthe Related New BSI Product generally. The following wording is suggested:

"[Certification, Training, SAT etc] for this standard [is] [will be] available and a numberof providers can be found on [UKAS] website "

(ii) Where there are several products similar to the Related New BSI Product alreadyin existence, then joint launch events and press releases are permitted provided that: The event materials/press release include the following statement to avoid any

confusion between NSB activities and non-NSB activities:

"The British Standards Institution (BSI, a company incorporated by RoyalCharter), performs the National Standards Body activity (NSB) in the UK. BSI,

together with other BSI Group Companies, also offers a broad portfolio ofbusiness solutions other than the NSB activity that help businesses worldwide toimprove results through Standards-based best practice (such as certification,self-assessment tools, software, product testing, information products andtraining).

The products launched today, namely [] are provided by [BSI as NSB/BSI inits non-NSB operations].

Where the Related New BSI Product is a new certification scheme, the eventmaterials/ press release should include the following statement explaining thatBSI and other certification bodies can certify against the new Standard:

"Should your organisation wish to proceed to third party certification to the standard,there are many accredited certification bodies that can help, including BSI itself.

Further details about BSIs services in this respect can be obtained fromwww.bsi.co.uk/9001. Further details about Accreditation and Certification Bodiesinternationally and in the UK can be found at: Internationally: http://www.anab.org/UK: http://www.ukas.com/about-accreditation/What_is_Accreditation/What_is_Accreditation.asphttp://www.ukas.com/about-accreditation/accredited-bodies/default.asp "

(b) New Standardisation Products and a Related New BSI Product

(i) Where BSI is the first body to have developed a Related New BSI Product againstthe new Standardisation Product, then joint launch events/ press releases arepermitted provided that: Director of Standards and BSI Group Legal are comfortable that the joint launch

event/ press release does not give BSI a significant unfair advantage overcompetitors; and

The event materials/ press release should include the following statement toavoid any confusion between NSB activities and non-NSB activities:

"The British Standards Institution (BSI, a company incorporated by Royal Charter),performs the National Standards Body activity (NSB) in the UK. BSI, together with


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other BSI Group Companies, also offers a broad portfolio of business solutions otherthan the NSB activity that help businesses worldwide to improve results throughStandards-based best practice (such as certification, self-assessment tools, software,product testing, information products and training).

The products launched today, namely [] are provided by [BSI as NSB/BSI in itsnon-NSB operations]."

(ii) Where there are several products similar to the Related New BSI Product alreadyin existence, then joint launch events/ press releases are permitted provided that: Where the Related New BSI Product is a new certification scheme, the event

materials/ press release should include the following statement explaining thatBSI and other certification bodies can certify against the new StandardisationProduct:

"Should your organisation wish to proceed to third party certification to the standard,there are many accredited certification bodies that can help, including BSI itself.

Further details about BSIs services in this respect can be obtained fromwww.bsi.co.uk/9001. Further details about Accreditation and Certification Bodiesinternationally and in the UK can be found at: Internationally: http://www.anab.org/UK: http://www.ukas.com/about-accreditation/What_is_Accreditation/What_is_Accreditation.asphttp://www.ukas.com/about-accreditation/accredited-bodies/default.asp "

The event materials/ press release should include the following statement toavoid any confusion between NSB activities and non-NSB activities:


The products launched today, namely [] are provided by [BSI as NSB/BSI in itsnon-NSB operations]."

C3. Joint Conferences and Events (other than Joint Launch events)

Joint conferences and events showcasing BSIs NSB activity and non-NSB activitiesare permitted provided the conference materials contain the following statement:


The products showcased at this conference, namely [] are provided by [BSI as

NSB/BSI in its non-NSB operations]."


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C4. Joint Marketing literature including promotional flyers/further informationleaflets etc

Joint general BSI marketing literature (other than joint launch press releasesdiscussed above) is permitted provided the relevant customers and stakeholdersreading the marketing literature are not confused as to whether any product referredto is a NSB activity or non-NSB activity product.

As such, the following banner wording must be placed prominently on the jointmarketing literature:

"The British Standards Institution (BSI, a company incorporated by Royal Charter),performs the National Standards Body activity (NSB) in the UK. BSI, together withother BSI Group Companies, also offers a broad portfolio of business solutions otherthan the NSB activity that help businesses worldwide to improve results throughStandards-based best practice (such as certification, self-assessment tools, software,

product testing, information products and training).

In addition, the marketing literature must then explicitly state whether any particularBSI product or service being sold or referred to is a NSB activity or not, and whetherit is a Standard or other Standardisation Product, such as a PAS.

By way of example, if the joint marketing literature refers to BSIs training servicesagainst a particular British Standard, then the following wording should be used aswell as the banner wording above:

BSI offers a selection of training courses related to the British Standard [ ] which isa NSB product. These training courses are provided by BSI as part of its non-NSB

services. Click [here] for details and to make a booking.


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D. PRICING (INCLUDING STANDARDS AND BUNDLED PRODUCTS)

D1. Provision of Standards and Standardisation Products to non-NSB activitypersonnel for internal use only (not resale)

This is permitted provided that:

The Standards and Standardisation Products are provided to the non-NSBactivity on license at a cost to be set by BSI Group Finance to satisfy Tax andLegal requirements; and

The Standard and NSB Standardization Products must not be released to anyexternal party or customer.

D2. Provision of Standards to non-NSB activity of BSI without charge for

external marketing use

This is not permitted.

D3. Provision of Standards to non-NSB activity of BSI for on-sale of standardalone

This is permitted provided the Standard is sold to the customer by the non-NSBactivity of BSI (as either the sales agent or distributor of the NSB activity) at the BSIlist price (including relevant volume discounts).

D4. Provision of Standards to non-NSB activity of BSI for on-sale as part of a

bundled product

This is permitted provided the overall price of the bundled product complies with thefollowing general rules:

The Standard is provided by the NSB activity to the non-NSB activity of BSI atthe BSI list price (including relevant volume discounts);

The overall price of the bundled product should reflect the BSI list price(including relevant volume discount) of the Standard;

The remainder of the overall cost price of the bundled product i.e. relating tothe other service/product bundled with the Standard must not be so low thatany third party competing with the bundled product is prevented from offering itsown bundled product and recover their costs of distribution and a reasonablemargin. In other words, the competitors margin must not be squeezed so as toprevent them from competing effectively against BSI in the sale of the bundledproduct;

The pricing of bundled products must be pre-approved by the BSI OverviewCommittee; and

Also see Guidance F below for further non-price related guidance on bundled

products.


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E. FORWARD VISIBILITY OF STANDARDS PROGRAMME AND STANDARDSGENERAL KNOW-HOW

E1. Provision of public domain information regarding future Standards (i.ecurrent standards programme) to non-NSB activity of BSI.

This is permitted provided that: The information is in the public domain i.e. is published on a website available

to BSIs competitors; The non-NSB activity of BSI should not seek to influence the contents or timing

of standards (other than in the ordinary course via its trade associationparticipation on the committee); and

The non-NSB activity of BSI can not then publish or release this information toexternal parties without the prior consent of the Director of Standards.

E2. Provision on non-public domain information regarding future Standards orother Standardisation Products to non-NSB activity of BSI.

This information must be treated with greater care, and includes general know-howinformation generated from BSI employees/contractors participation in the Standardsetting process, including the committee process.

Disclosure of this type of information is only permitted if it is approved in advance bythe Director of Standards and BSI Group Legal. The Director of Standards and BSIGroup Legal must consider the disclosure on a case by case basis and decide

whether the disclosure gives BSI a significant unfair advantage over competitors.


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F. NEW PRODUCT DEVELOPMENT

F1. Internal BSI sponsorship of a new NSB activity product, such as a PASsponsored in the UK

This type of new BSI product is permitted provided that the following conditions aremet:

The Director of Standards confirms that the development of the new product,such as a PAS in the UK, is not to the detriment of customers and stakeholdersof the NSB activity, i.e. internal BSI sponsorship of the product does not preventthird party sponsorship of the product;

In the sale of the new NSB activity product and any related non-NSB product

(eg certification or testing), BSI makes it clear that the new product is the onlyNSB activity product and where the new product is a PAS in the UK, that thePAS is a Standardisation Product and not a Standard; and

The Director of Standards and BSI Group Legal confirm that the new productand related non-NSB products do not give BSI an unfair advantage overcompetitors.

F2. Bundled Product

A bundled product is a BSI product combining a Standard with other non-NSB

activities, such as certification or testing.

These types of new products are permitted provided the following conditions are met:

BSI makes it clear to the customer that the bundled product contains a Standardwhich can be purchased separately if the customer so wishes;

The Director of Standards confirms that the development of the bundled productis not to the detriment of the customers and stakeholders of the NSB activity;

The BSI Overview Committee confirm that the pricing of the bundled product

does not give BSI an unfair advantage over competitors; and

The Director of Standards and BSI Group Legal confirm that the sale of the newbundled product does not infringe the territoriality restrictions set out in the ruleson sales and distribution of standards which form part of our membership of theEuropean and International Standards Bodies (e.g. CEN/CENELEC Guide 10;ISO POCOSA, IEC Sales Policy).

@BSI National standards - Code of Conduct꞉2010 (EN) ᴾᴼᴼᴮᴸᴵᶜᴽ

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