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- Firstly give a short definition of Code of Ethics: a document that sets out moral principles or values about what is right and wrong.

- What an Ethical Policy should contain: Condition of workers, Environment, H+S, Discrimination, Gift / Bribery Policy, Whistleblowing, Confidentiality, Fair Dealings, Declaration of Conflict of Interests. You won’t have time to go into depth on all of these, so pick a few where you want to give an example.

- Measures to take if there is a breach: depending on what the breach is and who breached it this could include: education/ training, sanctions, blacklisting, reporting to authorities, publicise the issue, use a performance improvement plan, issue warnings, dismissal.

Example Essay:

A code of ethics is a formal document or set of principles that outlines the values, ethical standards, and expected conduct for individuals within an organization. It serves as a guide for employees and stakeholders, shaping their behaviour and decision-making to align with the organization's ethical framework. It may take the form of a Mission Statement, Core Values, Specific Guidelines or established reporting mechanisms. The purpose of the Code is to establish standards, promote integrity, mitigate risks and build trust- with both internal and external stakeholders.

A Code of Ethics may contain the following:

- Condition of workers – stating what the company will provide to the employees to make sure the environment is safe. This could include the physical environment but also hours worked, opportunities for breaks etc. Depending on the sector it could detail shift patterns, expectations regarding overtime and compensation.

- Environment – this section would discuss compliance with legislation regarding pollution, disposal of waste materials etc. Depending on the company’s goals- they may have higher commitments to the environment than those imposed by the government. Additional commitments may include NetZero targets or the use of renewable sources of energy.

- H+S- Health and Safety. Ensuring that the working environment is free of hazards and that workers have the training and equipment they need to complete the work safely. E.g. PPE

- Discrimination- a promise not to discriminate based on any characteristic. Aligns with the Equalities Act. Policy should include how the company would handle situations, for example if an employee reports an issue of discrimination or harassment. This may involve the use of a whistleblowing hotline or details on how to contact HR.

- Gift / Bribery Policy – this area of the code of conduct would explain whether the company allows staff members to receive gifts (e.g. from suppliers) and the processes to complete if they do (e.g. return the item, complete an internal document, donate the gift to charity). Different companies and industries will have different rules surrounding this, the Public Sector is much more likely to reject gifts from suppliers for example.

- Declaration of conflict of interests- this explains what staff should do if there is a conflict. For example if they are running a tender and their father owns one of the suppliers who is bidding for the work. The conflict of interest policy will explain what the person should do, how to report it and have mechanisms in place to ensure that nothing untoward could come of the situation. This may be having another member of staff mark the tender to ensure unbiasedness.

Measures to take in case of a breach

A response to a breach will depend on who breached the policy – whether this is an employee or a supplier. It will also depend on the severity of the breach.

Remedies for a supplier breach could include: education / training if the breach is minor. Supplier development if the relationship with the supplier is very important (for example if there are no other suppliers the buyer could turn to) and the breach is minor. If the breach is major such as fraud or misappropriation of funds, a buyer could look to issue sanctions, claim damages and dismiss the supplier. There could be options to claim liquidated damages if this is included in the contract. For very serious offenses the buyer may blacklist the supplier- never use them ever again and could also report the issue to the police if the breech is also criminal (e.g. modern slavery or fraud).

Remedies for an employee breach could include: for minor breaches training may be required, particularly if it was a junior member of the team and it was an innocent mistake like forgetting to fill out a form when they received a Gift. The employee could be carefully monitored and put on an Improvement Plan. If internal issues are found, such as several staff are breaching the Code of Ethics, senior management could look to review policies to make sure issues are being flagged and responded to in the best way. Employees who fail to follow the Ethical Policy, either through routinely failing to adhere to it or through a major breach could be dismissed from the organisation. There would need to be strong evidence of this.

In conclusion it is important for all organisations regardless of size of industry to have an Ethics Policy. Sharing the code of ethics with staff is a fundamental step in embedding ethical principles into the organizational culture. Regular communication and training reinforce these principles, fostering a shared commitment to ethical behaviour across all levels of the organization.

Tutor Notes

- In an essay like this it’s always a good example to use examples. They can be hypothetical – you don’t have to know any company’s Ethics policy off by heart. E.g. If a supplier breached a buyer’s Ethical Policy by employing Child Labour in their factories, an appropriate measure for the buyer to take would be to cancel the contract and find another supplier. This is because not only is Child Labour illegal, the buyer will not want to be associated with this supplier as it will have negative repercussions on their image. The best response would therefore be to distance themselves from the supplier.

- Code of Ethics and an Ethics Policy are the same thing. Just different language. The terms can be used interchangeably

- Study guide p. 128

How to approach this question

- This question is very vague. Sometimes CIPS do this. It allows for you to be a bit more free in your response, but can also be quite stressful because you don’t 100% know what they’re after.

- For this question we’re looking at competitions, so full tenders where lots of suppliers are invited to bid for an opportunity. This means the type of things we could be discussing include; IP, cartels, merger controls and monopolies.

Example Essay

Procurement professionals operate within a legal framework that regulates competition, aiming to ensure fair business practices and prevent anti-competitive behaviour. Three critical areas of regulation related to competition that procurement professionals should be aware of include intellectual property, cartels, and merger controls.

Intellectual Property (IP):

Intellectual property encompasses creations of the mind, such as inventions, designs, and brand names, protected by law. In the context of procurement, understanding intellectual property is essential when dealing with suppliers' products, technologies, or services that may involve intellectual property rights.

Procurement professionals must be aware of the intellectual property rights associated with the goods or services they are procuring. This includes respecting patents, trademarks, copyrights, and trade secrets owned by suppliers. Due diligence is crucial to ensure that the products or services being procured do not infringe on the intellectual property rights of others, requiring verification of legal ownership and legitimacy. An example of something procurement should look out for include ensuring goods are authentic and not counterfeit.

Cartels:

Cartels involve agreements between competitors to control prices, manipulate markets, or restrict competition. For procurement professionals, it is imperative to be vigilant and avoid engaging in or unintentionally supporting cartel activities. Procurement professionals should refrain from participating in anti-competitive behaviour, such as bid-rigging or price-fixing, which are common cartel activities. This involves not colluding with suppliers or competitors to manipulate procurement processes. Maintaining open and fair competition is essential, ensuring that procurement processes remain transparent, competitive, and free from attempts to distort market dynamics, thereby preventing the formation of cartels and promoting a level playing field.

One notable example involved the construction industry in the UK. In 2019, the Competition and Markets Authority (CMA) fined three major suppliers to the construction industry for participating in a cartel. The companies, which supplied concrete drainage products, were found to have coordinated their behaviour to share markets, fix prices, and rig bids. The investigation revealed that these companies had breached competition law by engaging in anti-competitive practices that limited competition and negatively impacted customers. The fines imposed were part of the CMA's efforts to deter and penalize such cartel behaviour, emphasizing the importance of fair competition in procurement. The Directors of the companies have also been banned from undertaking the role of Director of any company for 12 years.

Merger Controls:

Merger controls are regulations overseeing the consolidation of companies, mergers, and acquisitions to prevent monopolistic practices and protect fair competition. Procurement professionals need to be aware of these regulations, especially when dealing with suppliers undergoing mergers or acquisitions.

Staying informed about mergers and acquisitions within the supplier base is crucial. If a key supplier undergoes such changes, it may impact the stability of the supply chain or alter market dynamics. Procurement professionals need to be aware of potential changes in supplier relationships, pricing structures, or product/service availability resulting from mergers. Engaging in proactive risk management and contingency planning is necessary to mitigate any negative impacts on procurement operations.

Mergers are actively watched in the UK by the Competition and Markets Authority, and where rules are broken, the CMA can intervene and even prevent mergers from happening. A notable example of this was the attempted merger between JD Sports and Footasylum – the companies were fined millions of pounds for exchanging information and attempting to collude and distort the marketplace.

In conclusion, procurement professionals play a crucial role in navigating these regulatory landscapes effectively. Understanding intellectual property, avoiding cartel activities, and staying informed about merger controls contribute to fostering fair and transparent competition within the marketplace.

Tutor Notes

- The construction example of a cartel can be found here Supply of precast concrete drainage products: civil investigation - GOV.UK but feel free to use your own!

- The JD/ Footasylum one is here: JD Sports and Footasylum fined £4.7m for competition breach - BBC News. Basically, the CMA got involved because the two firms were sharing private information and having secret meetings, with the intention that they could combine. The CMA thought it was super dodgy and that it would distort the trainer / footwear market in the UK so they fined the companies and told them to stop it.

- The study guide is a bit light on this topic, so I would do a bit of extra research and have an example in your back pocket for if you need it. P. 142

If you want an example of IP issues- Shein is a great company to look at- ‘They took my world’: fashion giant Shein accused of art theft | Art and design | The Guardian

How to respond to this question:

- Include as many of the stages as you can, but it’s not vital to remember them all. You should aim to remember at least 8 of the 13 steps.

- The steps are; Define Business Need, Market Analysis + Make vs Buy, Develop Strategy and Plan, Pre-Procurement Market Testing, Develop Documents and Specification, Supplier Selection, Issue Tender, Bid Evaluation, Contract Award and Implementation, Warehouse Logistics, Contract performance and Improvement, Supplier Relationship Management and Asset Management

Essay Plan:

Introduction - Explain what the CIPS Procurement and Supply Cycle is- a tool to be used by procurement professionals which tracks a procurement exercise from inception to close. It’s helpful as it ensures procurement exercises are done correctly and steps are completed in the right order.

- Describe (briefly) what happens at each stage of the cycle, giving examples. You should put each stage into a separate paragraph. It’s also a good idea to name the stages in chronological order. Some ideas of things you could mention include:

1) Define Business Need and Develop Specification - Identify what the need is, what type of purchase, put together a business case and outline the requirements

2) Market Analysis and Make vs Buy Decision – analyse the market using market segmentation (e.g. by buyer, product, geography etc) or use Porter’s 5 Forces (buyer and supplier power, threat of new entrants, threat of substitutions, supplier rivalry). Looks at if what you want to procure is actually available.

3) Develop Strategy / Plan – you could use a STEEPLE and SWOT analysis. Consider if this is the right time to procure. Create timelines and budgets.

4) Pre-Procurement Market Testing - consider stakeholder engagement, supplier engagement, new / upcoming legislation, currency fluctuations, market, competitor actions. Is this the best time to procure? Will it be successful?

5) Develop Documentation / Creation of Contract terms- firm up the requirements and create the formal documents for the tender exercise. This may be a RFQ or ITT. Define the offer. Include KPIs.

6) Supplier Selection – May not be required for rebuys but an important step for new buys. May use a list of pre-approved suppliers or this may be going out to the open market. You can shortlist suppliers by sending out a pre-qualification questionnaire.

7) Issue Tender - Electronically, consider whether to use an open vs closed procurement exercise

8) Bid / Tender Evaluation – Very flexible for companies in the private sector but there are guiding principles for doing this for public procurement; transparency, equal treatment, proportionality. Often considers both price and quality.

9) Contract Award and Implementation- Organisations may have different processes for different values (e.g. large purchases may need senior management approval, but under £500 just needs a manager’s signature). May require post-award negotiation. Contract is drafted and signed.

10) Warehouse Logistics and receipt – includes POs and Invoices. Battle of the Forms. Goods Inwards = receiving and inspecting goods- may use quality control.

11) Contract performance review - ensuring contract obligations are fulfilled includes P2P procedures, database management, budgeting / costs monitoring, reporting and dispute resolution.

12) Supplier Management – will depend on the relationship but includes; contact / meetings with the supplier, motivating / incentivising the supplier, working with them on performance issues, ensuring KPIs are met.

13) Asset Management / End of Life- considers TCO, ongoing maintenance and costs, insurance and warrantees and disposal of the item once it has reached the end of its life.

Conclusion – The CIPS Procurement Cycle is cycle rather than process as it is a continuous loop and needs constantly emerge. It never ends. New buys are more likely to follow all the stages of the cycle, rebuys may skip steps

Tutor Notes:

- Often steps 11 and 12 are confused or merged together but they are different. It’s possible to have great contract management and a poor supplier relationship i.e. the contract is working effectively and the supplier is delivering in line with the contract BUT the relationship may be fraught with tension and the buyer and supplier don’t like each other.

- To get a high score I would include examples of all of the stages, but remember you only have 45 minutes to answer the question, so balance detail with timing so you don’t overwrite

- The procurement cycle is on p. 70 or you can download it here: Procurement Supply Cycle | CIPS

Five Ways to Manage Conflicts of Interest Through Effective Corporate Governance

Conflicts of interest arise when an individual or entity has competing personal and professional interests that could compromise their judgment or decision-making in business transactions. Effective corporate governance ensures that such conflicts are identified, managed, and mitigated to uphold transparency, integrity, and accountability within an organization. Below are five ways corporate governance can help manage conflicts of interest:

1. Establishing Clear Policies and Codes of Conduct

Organizations should implement formal policies that outline what constitutes a conflict of interest and how employees and stakeholders should handle such situations.

Effectiveness:

Provides clear guidelines on ethical behavior.

Ensures employees disclose conflicts before engaging in business transactions.

Sets disciplinary actions for non-compliance.

2. Mandatory Disclosure of Interests

Employees, board members, and executives should be required to declare financial, personal, or business interests that may conflict with their duties.

Effectiveness:

Enhances transparency in procurement and business dealings.

Prevents individuals from unduly influencing decisions for personal gain.

Enables proactive identification of potential conflicts before they escalate.

3. Implementing Independent Oversight and Decision-Making Structures

Establishing independent committees such as audit, risk, and procurement committees to oversee critical decision-making.

Effectiveness:

Ensures decisions are made objectively, reducing the risk of favoritism or unethical influence.

Promotes accountability by having multiple parties involved in key transactions.

Prevents a concentration of power in one individual or department.

4. Whistleblowing Mechanisms and Ethical Reporting Channels

Organizations should provide anonymous reporting mechanisms for employees to report unethical behavior or conflicts of interest.

Effectiveness:

Encourages a culture of transparency and ethical behavior.

Protects whistleblowers from retaliation.

Allows management to address conflicts before they result in financial or reputational damage.

5. Regular Audits and Compliance Monitoring

Conducting periodic internal and external audits to detect and investigate potential conflicts of interest.

Effectiveness:

Helps identify patterns of unethical behavior.

Ensures continuous improvement in governance practices.

Reinforces a compliance-driven corporate culture.

Conclusion

By implementing these governance strategies, organizations can effectively manage conflicts of interest, reduce risks associated with unethical practices, and ensure decisions are made in the best interest of stakeholders. Effective corporate governance fosters trust, accountability, and long-term business sustainability.