Supplier Code of Practice
This Supplier Code of Practice (“Code”) defines the values and expectation of MTR RAILWAY OPERATIONS (MACAU) COMPANY LIMITED (hereinafter referred to as “MTR (Macau)”, “Company”) and Company’s expectation for all MTR (Macau)’s suppliers of goods and services (“Suppliers”) related to their compliance and business conducts.
Prevention of Bribery and Illegal Practices
Prohibition of Bribery and Corrupt Practices
As an organisation with high ethical standards, MTR (Macau) expect all Suppliers to uphold Macau’s anti-bribery and anti-corruption regulations. This means zero tolerance for all forms of bribery or corruption.
Uphold all applicable laws and this Code at all times. Whenever the laws or customs impose stricter standards than the Company anti-bribery regime, the higher standard prevails;
Avoid any activities that are, or could be perceived as, corruption. Clearly communicate MTR (Macau)’s anti-bribery policy to all staff working under Supplier’s supervision; and
Report bribery, corruption or malpractice concerns to the Whistle-blowing Panel. Supplier will receive fair treatment and protection against reprisals.
Offering, Soliciting or Accepting Advantages
Supplier should never offer, solicit or accept any advantage (including money, gifts, commissions, loans, fees, rewards, offices, employment, contracts, services, sponsorship or other favour), whether directly or through a third party, to/from MTR (Macau)’s director, staff or persons having official dealings with the Company’s business for the purpose of influencing such person in any dealings with the Company or as an inducement to, or reward for, performing or abstaining from performing any act in the capacity as a supplier for MTR (Macau), or favouring or hindering any person in the transaction of any business with the Company. Supplier could face prosecution for any of the aforementioned conducts.
The Company also strictly prohibits any Facilitation Payment or “grease payments”, which means payments, whether directly or through a third party, to MTR (Macau)’s director, staff or persons having official dealings with the Company’s business, in order to speed up or facilitate actions which the Company personnel is already duty-bound to perform.
Charitable donations to the Company should not be linked to any business decision. Supplier shall not use charity to influence contracts, transactional conditions or business outcomes with the Company.
Supplier shall always refuse advantage offered to Supplier or to Supplier’s personnel, irrespective of whether the offer has any business dealings with the Company, if the acceptance may cloud Supplier’s objectivity, cause Supplier to act against the Company’s interests or lead to perceptions or allegations of impropriety.
Legitimate day-to-day business can call for reasonable and proportionate offers of entertainment, sponsorship or gifts to professional contacts as symbolic acts of solidarity, felicitations or gratitude.
Supplier may offer or accept an advantage only if all the following conditions are met:
the offer or acceptance would not influence the outcome of a business transaction;
it will not create an obligation to do something in return;
it is made in an open and transparent manner;
it is not recurring or systematic;
it is appropriate to the relationship and in accordance with local customs;
it is reasonable and proportionate, and are not lavish or excessive; and
it is of a nature and value that make refusal seem impolite or unsociable.
Supplier may offer or accept reasonable food and drinks for consumption to or from MTR (Macau)’s director, staff or person whom Supplier liaise with in a business capacity, provided that there will not be a perception that it will, or is intended to, compromise sound business principles.
Supplier should not invite MTR (Macau)’s director, staff or persons having official dealings with the Company’s business to entertainment that is lavish or excessive in nature or in frequency.
Supplier shall never engage in unwelcome sexual behaviour or make unwelcome sexual advances or sexual requests to the Company’s personnel that might offend, humiliate or intimidate him/her.
Supplier shall never engage in abusive, bullying or other intimidating or offensive acts to Company’s personnel.
Conflicts of Interest
A conflict of interest situation arises when:
any partner or director of the Supplier is employed by the Company;
the Supplier, its shareholder, partner, director, or spouse, unmarried partner, brother, sister, parent, step-parent, child (natural or adopted) or step-child, or the above-mentioned person has interest with the Company’s personnel in relation to the business between the Company and the Supplier.
Supplier should avoid any actual or perceived conflict of interest and report to the Company when such a situation arises.
A perceived conflict of interest, even if it does not involve an actual abuse of position or actual gain, can be just as damaging as an actual conflict because it may undermine public confidence in MTR (Macau).
If the employee of MTR (Macau) is also a part-time employee of the Supplier, even without pay, is a clear case of conflict of interest and must be avoided.
Financial Transactions with Colleagues or Business Partners
Conducting any financial deal with the Company’s personnel may impact upon Supplier’s ability to work objectively. For example, buying a coffee for a Company’s personnel is a sign of goodwill, but borrowing money for a large investment or engaging in frequent or high-stakes gambling is not. Supplier shall exercise good judgment in all Supplier’s dealings with Company’s personnel.
Financial transactions among the Supplier and the Company’s personnel, including personal loans, acting as a guarantor or entering into joint investments, or engaging in frequent or high-stakes gambling could create conflicts of interest. Transactions of such nature are prohibited.
Financial dealings between the Supplier and the Company’s personnel, other than with banks or financial institutions and on prevailing market rates and terms, are not acceptable.
Ethics in Business Relationships
Open and Fair Competition
Fair, open and honest competition is part of MTR (Macau)’s company culture. Compliance with competition laws is the core to Company’s commitment to a high standard of business ethics and integrity across all of Company’s businesses.
Company and its affiliates’ business involves bidding for work and partnering with suppliers or customers in many jurisdictions, and Company must follow the applicable laws concerning competition in each of these places. Complying with all legal frameworks is important to the Company’s business.
Supplier shall report any suspicion of anti-competitive behaviour to the Whistle-blowing Panel.
Bid rigging, price fixing or market sharing arrangements with other competitors or suppliers is unethical and illegal in Macau.
An agreement to boycott particular suppliers runs contrary to Company’s commitment to integrity, fairness, honesty and transparency in business.
Colluding with a competitor or supplier about the introduction of new technology or an innovation which the Company and Supplier are both developing independently is a form of anti-competitive behaviour.
Discussing competitive business issues such as product prices, terms of sale, marketing or allocation of markets or clients at trade-association meetings could be interpreted as anti-competitive behaviour.
Procurement and Tendering
Company strives to be fair, transparent and competitive in Company’s procurement activities. Under normal circumstances, works, goods and services must be procured through competitive tendering undertaken by the procurement team.
Procurement and tendering activities should be based on the following principles:
- Impartial selection of capable and responsible suppliers and contractors;
- Effective use of competition;
- Selection of appropriate contract types according to needs;
- Compliance with laws, relevant regulations and contractual obligations;
- Adoption of an effective monitoring system and management controls to detect and prevent bribery, fraud or other malpractices in the processes of procurement and tendering; and
- Fair and equitable tender assessment and award criteria.
Company ensures that fair opportunities are provided to capable, qualified suppliers, contractors and consultants who are interested in doing business with MTR (Macau). Company properly value and pay them for the works, goods or services delivered.
Company selects suppliers and contractors based on the principle of compliance and lowest price in tenders and, where appropriate, consider other key attributes such as quality, safety, delivery or completion lead time, reliability, after-sales service, payment terms, and other factors pre-determined by the procurement teams. Company follows the spirit and intent of all contracts.
Biased or ambiguous prequalification and assessment criteria that allow incapable suppliers or contractors to be shortlisted or capable ones to be blocked are not permissible.
Obtaining sensitive tender information from any MTR (Macau)’s director, staff or persons having official dealings with the Company’s business is a breach of this Code.
Preparing fictitious quotations with any MTR (Macau)’s director, staff or persons having official dealings with the Company’s business is a criminal offence.
Intentional split orders that circumvent controls are further examples of a bias towards individual suppliers or contractors.
Falsified records with any MTR (Macau)’s director, staff or persons having official dealings with the Company’s business to cover up non-deliveries, short supplies or acceptance of substandard goods harm the Company and its reputation. It could also expose Supplier to prosecution.
Handling Company Information
Company places great importance on protecting its information against unauthorised disclosure, use, modification, loss and/or corruption. It is Supplier’s responsibility to protect classified information or Company’s other sensitive information and be accountable for the confidentiality, integrity and security of the information which Supplier may come into contact with in the course of the business dealing with the Company.
Supplier shall exercise due care and comply with all applicable security policies, principles and instructions when handling Company’s classified or sensitive information.
Supplier may use Company’s information only for authorised purposes.
Classified information that is no longer required should be destroyed and disposed of in accordance with the proper procedures and legal requirements.
Supplier shall never disseminate false or unconfirmed information concerning the Company.
Compliance and Enhancement
Suppliers are required to understand and comply with Company’s Code. Company reviews the Code on a regular basis and notify all suppliers about any revisions that are made.
Suppliers are responsible to ensure that their staff understand the provisions of the Code and act in accordance with them.
Violation of the Code may result in adverse consequence, including contract termination in serious cases. Cases of suspected corruption or other criminal offences will be reported to the relevant authorities.
A Whistle-blowing Policy is in place to encourage Supplier to report actual or potential fraudulent or unlawful acts or noncompliance with the Company’s policies that have or could have significant adverse financial, legal or reputational impact on the Company.
The Company may occasionally ask for Supplier’s assistance when conducting internal investigations. These could involve Supplier’s co-workers in the Company or third parties, such as other suppliers or contractors. Company needs Supplier’s cooperation in all cases to maintain Company’s high standards of integrity.
Supplier shall understand and comply with the Code, and help Supplier’s personnel follow its guidance.
Supplier shall seek guidance from procurement team or Company’s Legal Department whenever Supplier has questions or doubts about particular situations or business practices which concern Supplier.
Supplier shall confirm, if necessary, with procurement team or Company’s Legal Department that any new business practices Supplier encounters and which concern Supplier complying with the Company’s policies and procedures and the Code.
Supplier who wish to raise, or who have received, a complaint under the Whistle-blowing Policy should refer the matter to the Whistleblowing Panel via email [email protected] or any established channels of reporting stipulated in the Whistle-blowing Policy.
Supplier should provide case specific information so that investigations can be conducted effectively. Supplier should also disclose the name and contact details when “blowing the whistle”. This allows the Company to contact Supplier for further information if necessary.
Company shall make every effort to keep Supplier’s identity and the information confidential, so Supplier can raise concerns in confidence without fear of disadvantage or discrimination.
Turning a blind eye to unlawful or unethical acts degrades the integrity, honesty and transparency of the Company. Supplier shall always speak up when it sees any wrongdoing.