Specialist Compliance

Welcome to Candour Energy's Specialist Network compliance questionnaire. Candour’s clients are often financial or investment companies operating in a highly regulated market where the compliance requirements are very strict, governing what can and cannot be discussed. Our other clients may be operating companies or service companies where the compliance requirements are less stringent.

This questionnaire is designed to allow us to determine your suitability for any given client base and also provide you with a clear understanding of our compliance requirements and the topics that can and cannot be discussed during a conversation with a client or member of Candour staff.

The Compliance Questionnaire should take no more than 20 minutes to complete.

What does the Specialist Network do?

Candour facilitates conversations between its Clients and Specialists, where the Client is looking for some insight or understanding of an industry sector and the selected Specialists have experience in this area.

Related Documents

In working with Candour, you will be provided with access to the following documents, with which terms and guidance you will be expected to comply:

  • Terms and Conditions of Engagement

  • Code of Business Conduct

START

Within the Questionnaire, the following topics will be covered:

  • Eligibility

  • Government Employment

  • Publicly Traded Company Employment

  • Confidential Information

  • Inside Information

  • What you can and can’t disclose

  • Conflicts of Interest

  • Our Clients

  • Awareness

  • Trading Restrictions

  • Involvement in an IPO

  • When the Client is a competitor

  • Accounting or Auditing Roles

  • Investment or Legal Advice

  • Compensation

  • Ethics

  • Competition and Anti-Trust

  • Sharing Contact Details

  • Data Protection and Recording

  • Biography

  • Restricted Topics

  • FAQs

  • IMPORTANT STUFF

Eligibility

Whilst the following may not impact upon your eligibility, you must disclose:

  • if you have ever been convicted of any crime involving fraud or other financial irregularity or have you been disqualified as a director;
  • if you have ever been the subject to any order, judgement or investigation of a court or any national or state regulatory organisation, e.g. Securities Exchange Commission (SEC) (USA), Financial Conduct Authority (FCA) (UK).

You are only eligible to be a Candour Specialist and participate in a Consultation if you:

  • Confirm that doing so does not violate any obligation which you are under to any current or former employer

  • Confirm that you have obtained all necessary consents and waivers to enable you to participate in a consultation

Government Employment

For these purposes "Government Official" means:

  • an officer or employee of any national, regional, local or other government entity
  • an elected government official
  • an officer or employee of an entity in which a government possesses a majority or controlling interest
  • a candidate for elected political office
  • an official of a political party
  • an officer or employee of a public international organisation
  • a person who is acting in an official capacity for or on behalf of any government or department or agency of a government or on behalf of any public international organisation.

Publicly Traded Company Employment

Have you held any of the following roles with a public company (i.e., a company with publicly-traded shares/securities) or a subsidiary of a public company during the past six months?

  • Employee or officer of a public company or a subsidiary of a public company
  • Executive or non-executive member of a board or committee of a public company or a subsidiary of a public company
  • Adviser (including attorney) to a public company or a subsidiary of a public company
  • Consultant to a public company or a subsidiary of a public company

If yes, please indicate the names of any such companies (or, if you are precluded from disclosing the names of any companies, a description of the type(s) of companies) and the role(s) that you hold/held with such companies.

Background information regarding SEC can be found here

Confidential Information

Do you currently receive, or have you received during the past six months, non-public information about any former employer or from anyone who was associated with that former employer during the past six months? If yes, please explain. (Please provide company, and type of information only, i.e. commercial/operational/product. Do NOT provide the confidential information)

The most important rule of participating in a call with a client or Candour person, is never to discuss confidential information. This is information that you have a contractual, fiduciary or other legal duty not to disclose to third parties.

Important

If you are not sure if you are permitted to discuss a topic, do not discuss that topic. Please know and understand the topics that are off-limits. (If in doubt, contact compliance@candour.com.)

Inside Information

Inside Information means information of a precise nature which has not been made public, and directly or indirectly relates to companies whose shares are publicly traded, which, if such information were made public, would be likely to have a significant effect on the prices of those shares or on the price of related financial instruments. Inside Information does not necessarily arise from your employment – it may, for example, come from an overheard conversation.

Inside information can include (but is not limited to):

  • Internal financial information and forecasts

  • New product developments not yet in the market

  • Changes in control or management

  • Changes in expected earnings

  • Financing arrangements

  • Changes in management

  • Strategic plans

  • Confidential information relating to Customers and/or Suppliers

  • Termination of key contracts

  • Information that the specific jurisdiction in which you reside has deemed sensitive (e.g. state secrets, classified information etc.).

Regardless of the source of the Information, it is extremely important that such Information should never be discussed or disclosed when participating in a call with a client, or Candour person. (If in any doubt, please contact Candour Compliance in the first instance).

Within the Candour Agreement you will agree that you will not engage or attempt to engage in any trading of shares, recommend or encourage any person to trade shares or pass information to anyone else to do so, based on any Inside Information relating to or derived from any consultation.

Important

If you are not sure if you are permitted to discuss a topic, do not discuss that topic. Please know and understand the topics that are off-limits. (If in doubt, contact compliance@candour.com)

What you can and can't discuss

It is prohibited to disclose Confidential or Inside Information or cause such Information to be disclosed.

In addition to the guidelines above, unless you are made aware otherwise, the following should also be considered strictly confidential:

  • The identity of the Client.

  • Information about the Consultation.

  • Information about any actual or potential business, investment or trading decisions, or transactions of the Client.

  • Your participation in the interaction.

  • Any other non-public or proprietary information of Candour and/or the Client.

However, it is ok to discuss:

  • Information that is part of the public domain or is generally available to the public other than through unauthorised disclosures.

  • Information that was in your possession prior to the Consultation and which was not subject to any obligation of confidentiality owed to any other party, and which is not considered inside information.

  • Information that was received from another party whose possession is lawful and who was not subject to confidentiality obligations, and which is not considered inside information.

  • Information that was developed by you or others without use or direct or indirect access to the confidential information.

  • Information that is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

Conflicts Of Interest

A Conflict of Interest is a situation in which a person or organisation is involved in multiple interests, financial or otherwise, one of which could possibly corrupt the motivation or decision-making of that individual or organisation. A conflict of interest exists if the circumstances are reasonably believed to create a risk that a decision may be unduly influenced by other, secondary interests.

Specialists must avoid conflicts of interest between their private activities or personal interests and their responsibilities owed to Candour. A conflict may arise, for example, where a close family member receives benefits, other than the Specialist’s employment benefits, as result of their role with Candour.

You must not accept (directly or indirectly) any personal payments, services or loans from a competitor, Client, supplier or contractor of Candour. Any known or suspected conflicts of interest must be declared to the line manager or Candour Compliance.

Our Clients

Our client base includes some of the world's leading investment firms and executives who are involved in making or advising on investments in the public and/or private sector. Revealing Confidential or Inside Information to them may not only breach your own obligations, but should the investor learn of any Inside Information from you – good or bad – they would be legally required to abandon a deal they may have spent significant time and energy planning and may wish to pursue. Failure to do so could have serious legal consequences for both you and our client.

You are not permitted to divulge or share any Confidential or Inside Information with anyone other than the rightful owner of such information.

Awareness

If at any point in the conversation you become aware of Confidential or Inside Information being discussed, or is requested of you, or the conversation is leading to a conflict of interest, you must immediately decline to continue your participation in the discussion.

Also, if at any point you feel that participation in the consultation is in breach of any obligations you may have under contract with another party, or the law of any country to which you are subject, or to Candour’s Terms of Engagement, you must immediately decline to continue your participation in the discussion.

Trading Restrictions

If you are an officer, director or employee of a publicly listed company, or US SEC registered company, which is the subject of a Consultation, or are a shareholder or beneficial owner, directly or indirectly, of shares, stocks, bonds, options, futures, derivatives, etc., you will decline all prospective Consultations relating to that Company.

Should a Consultation take place relating to a publicly listed company, within the agreement with Candour you will be required to agree that, during a period of 24 months following such Consultation, you will not;

buy or sell shares, stocks, bonds, options, futures, derivatives, etc. for any account (including your own), or encourage anyone else to do so, directly or indirectly, on the basis of information obtained during the course of a consultation, or encourage anyone else to do so.

Involvement in an IPO

If you are an officer, director, employee of a company which is in the process of an initial public offering or which has made, or is the subject of a takeover offer or if you act as an advisor or consultant to such a company in respect of such initial public offering or takeover, you will decline all prospective Consultations until such initial public offering is closed or such takeover process has completed.

When the client is a competitor

Usually the client will be an independent third party such as an investor. Occasionally the client may be a company operating in the sector. If you are an officer, director or employee of a company where the Client is a competitor of such company, or you have reason to believe that the Client is a competitor, you may decline all prospective Consultations.

Accounting or auditing roles

If you are or have been an auditor, you will decline all prospective Consultations, and will not provide information, in respect of any business you audit or have audited in the past three years.

If you have worked in the accounts, treasury or finance department of a company, you will not discuss accounting, treasury or finance issues in respect of that company for a period of twelve months after you cease to work for that company.

Investment or legal advice

You will not give investment or legal advice in connection with any Consultation.

Ethics

Candour upholds all laws relevant to countering bribery and corruption including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act.

It is Candour's policy to conduct all of its business in an honest and ethical manner. Candour takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and implementing and enforcing effective systems to counter bribery.

Other than legitimate compensation to which you may be entitled to receive from Candour, you will not solicit nor accept any payment or other transfer of anything of value including, but not limited to, any money, service, gift or entertainment, directly or indirectly, from a Client in connection with a Consultation.

Competition and anti-trust

Candour is expected to compete for business but this must be carried out fairly and in compliance with the law. Competition law promotes or seeks to maintain market competition by regulating anti-competitive conduct by companies and bans "unfair methods of competition" and "unfair or deceptive acts or practices." Competition law is known as Anti-Trust Law in the United States and European Union.

Candour Personnel are advised that we will only use information about our competitors and suppliers which has been fairly and legally obtained. Competition or Anti-Trust laws are there to protect fair competition worldwide and operate to everyone’s benefit.

Sharing contact details

All communication with the Client must be facilitated by Candour. It is prohibited to share your contact details directly with the client during a consultation. Please do not follow-up with a client following a call without Candour's prior consent.

Data protection and recording

To allow us to select appropriate Specialists matched to a Client enquiry, we need your personal biography showing your work experience, employers, roles, locations, dates etc. Please be aware that we will seek to validate your biography through references and research.

In accordance with the Data Protection Act, we will store your information on a secure server.

In agreeing to become a Candour Specialist, you agree to the provisions of Candour's Privacy Policy set out in Candour’s web-based registration application and as may be amended by Candour from time to time. In particular, you agree and consent to Candour’s collection, storage, use, sharing and protection of your personal data (“personal data" having the meaning as set out in the UK Data Protection Act 1998 (the “Act”)) in accordance with the Act.

We will only share such work related information with our Clients as is necessary to promote or engage you for a Client discussion. Candour, may, at its sole discretion, record all or part of any Consultation in which you participate and create written transcripts based on these recordings. Such recordings and or transcripts, where taken, will be retained for a period of no less than 5 years. Your agreement indicates your consent to such recordings and transcripts being made and retained by or on behalf of Candour.

Restricted Topics

Within your biography, there may be topics you would be unwilling to discuss during consultations, whether for personal reasons, conflicts of interest, confidentiality etc., (Restricted Topics). This is solely your choice and Candour will respect such restrictions. (Please provide company, position and generic topic, i.e. commercial/operational/product. Do NOT provide sensitive, inside or confidential information)

FAQs

Q. We have just launched a new product that can revolutionise the market. Am I allowed to discuss it?

A. If it has been officially launched and is public knowledge, yes. Otherwise, no.

Q. Can I talk about my experiences operating in foreign regions?

A. Yes, providing you do not reveal classified information.

Q. The client wants to discuss my employer’s strategy going forward in relation to market trends. Can I answer?

A. You may not reveal any plans that are not in the public domain, so if your plans are only shared internally you may not discuss these plans.

Q. A colleague mentioned a rumour that our company may be going to merge with a competitor. Can I pass this on to the Client?

A. No. Regardless that it is only rumour, if there was any truth to it then it would be classed as sensitive information, and as such should not be disclosed.

Q. In the example above, what if I had left the company 6 months earlier – can I now pass it on to the Client?

A. Still no, unless there has been a public announcement made regarding a merger. Where the information is still not in the public domain it remains classed as sensitive information, and as such should not be disclosed, regardless of your employment status.

Q. The client has asked me what my thoughts are on a particular product available on the general market. Can I give my opinion?

A. Yes you may give your opinion, but again, you may not reveal information about the product that is not publicly available.

Q. I overheard a conversation regarding a restructuring in a publicly traded company, which may have some bearing or benefit to the client. Should I divulge it?

A. If the information is not publicly available, and could affect that company’s value if it were widely known, then you should not disclose it. Where there is any doubt that the information may be classed as Insider Information, keep it to yourself until advice is sought from Candour Compliance.

Q. In the example above, can I then buy shares in the company in the hope that the value will increase?

A. No. This would be classed as Insider Trading, regardless of the fact that you only came by the information through an overheard conversation. Nor can you direct anyone else to buy or trade shares on your behalf. Doing so would be a criminal offence with hefty penalties.

Q. The client would like to contact me directly for a follow-up conversation. Is this ok?

A. No, contact with the client should only be made through Candour. 

Important stuff

  • Be as accurate as you can with your information – it helps us identify suitable consultations and stops us wasting your time

  • Keep your information up-to-date. We will send you a reminder once a year to update your information, but if you change job, role or location, let us know. If you don’t update your details and have no consultations over a period of 2 years, we may remove you from our database.

  • You will be sent documentation regarding terms and conditions, code of conduct and administration. Please take the time to go over these and understand your obligations.

  • Remember, Confidentiality is very important for you, Candour and Candour’s Clients. If in any doubt, don’t share. Any engagement or consultation with a Client should be considered confidential.

  • Consultations should only be set up via Candour so we can monitor your utilisation and pay you accordingly.

  • Hopefully, you will enjoy and benefit from the experience with Candour. If not, let us know. Feel free to introduce any peers and colleagues for which a finder’s fee can be applicable.