Expert Compliance Training

7/27/2019 Expert Compliance Training

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Expert Compliance Policies

and Training


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Introduction

Clients conduct primary research as an essential part of their due diligence and

research processes to enable more informed business and investment decisions.

Expert 360 connects Clients with industry practitioners (Experts) to help Clients to:

Quickly learn about new industries

Research more efficiently

Hear multiple viewpoints

Work within a compliance framework

In seeking consultations with Experts, Clients seek opinions, knowledge and insights

on industries and businesses.

It is v i tal ly im portant that Experts, Cl ients and Expert 360 staf f understand and

com ply with their compl iance obl igat ions - breaching these obl igat ions c an

have signi f icant legal and commercial impl icat ions.

These policies and training materials set you your compliance obligations. Please

also refer to the Terms & Conditions of Expert Membership for additional information.

Our clients similarly agree to Terms & Conditionsand undergo training to

ensure they are aware of their compliance obligations.


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3 key legal obligations

There are 3 key legal obligations which you must be aware of and comply with in your

interactions with Clients:

1. Confidential InformationExperts must not disclose to Clients confidential

information of any third party

2. Material, Non-Public InformationExperts must not disclose Material, Non-

Public Information regarding a public company

3. Conflicts of Interest Experts must not participate in calls in breach of any

contractual, fiduciary or other legal or ethical duty

1

2

3

There has been increased legal scrutiny in recent years in relation to these obligations.

As an expert, you have a key role in ensuring these obligations are complied with.


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Confidential InformationExperts must never disclose to Clients confidential information of any third party

Experts may flag to clients and/or

Expert 360 which subjects are off-

limits either prior or during a call.

Clients must not ask experts about

information which they know would be

confidential.

If a client asks a question which

would require you to disclose

confidential information, Experts

should inform clients that they

cannot answer their question

If the client continues to ask for

confidential information, you

should end the call. You will be

compensated for your time.

What is confidential information?

Trade secrets, or other proprietary

information

Confidentiality obligations apply

regardless of the source of the

information e.g. if the expert

received the information fromfriends or colleagues in their industry

Expert 360 House Rules


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Material Non-Public Information

Experts must never disclose Material, Non-Public Information of a public company

What is material information?

Information is considered material if

its public disclosure would be

reasonably likely to affect:

An investors decision to buy or

sell the securities of the company

to which the information relates, or

The market price of that

companys securities

What is non-public information?

Information is non-public unless it is

disclosed in a manner sufficient to

insure its availability to the investing

public. Public disclosures include:

Traditional means: corporate

disclosures, press releases, and

television programs

Newer forms in certain

circumstances like blogs, social

media platforms and professional

networking websites


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Examples of Material Non-Public Information

This list is not intended to be exhaustive

Mergers, acquisitions, re-

organisations, dispositions of assets,

or joint ventures

Litigation developments

Increases or decreases in the amountof outstanding securities orindebtedness

Transactions with directors, officers,or principal security holders

The granting of options or payment ofother compensation to directors ofofficer

Significant changes in financial

results and/or financial condition and

financial projections

Dividends or stock splits

News of new contracts or possible

loss of business

Changes in management or control

Earnings estimates and other

sensitive financial information


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What information is ok to provide - and

ok for clients to ask you?


Perspectives on general trends in the industry, e.g. consumer

preferences, retailer or marketing responses, product, economic

factors

Perspectives on industry challenges for market leaders vs. new

market entrants

Perspectives on high-levelcost or margin ratios, e.g. good or bad

industry standards

Perspectives on satisfaction with a certain supplier or other service

provider, e.g. pricing, service


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What information is NOT ok to provide -

and NOT ok for clients to ask you?


Companys plans, strategies or rationale, for example relating to:

Product mix changes

Market entry decisions

Specifics on companys compensation or organisational

structures

Specifics on companys financials, e.g. margins


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Conflicts of Interest

Experts must not participate in calls in breach of any contractual, fiduciary or

other legal or ethical duty

We maintain a list of companies that

do not allow their employees as a

general policy to consult. We willblock any experts from our Platform

working with these companies and will

not seek to recruit experts from that

company.

If you believe a company has a

general non-consulting policy, let us

know at [email protected]

If in doubt, you reserve the right to

request experts to provide approvals

in writing from employers

As a condition of membership,

Experts warrant they are notprohibited by their current or past

employers or other contracts from

consulting. This includes

obtaining required approvals in

writing.

Expert 360 House Rules


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Summary what to do prior to accepting a

consultation

Existing and

past

employee

agreements

Your current

information

You must ensure you are not restricted from participating by current or

previous employers, and continue to check this for new employers. You should review agreements that could restrict your ability to do outside

consulting work to ensure you are not in conflict. You should also review

your confidentiality obligations. These agreements may include:

employment contracts, severance packages, consulting agreements, board

positions, clinical trial participation agreements, other contractual agreements.

You must ensure you have obtained any required approvals in writing.

Keep us updated with your current employment information and third-party

relationships. We will email you quarterly to remind you. Failing to update your

profile with your current roles and board positions, in a timely manner, could

result in termination of your contract with Expert 360. To do this, simply log into

your profile to update, or send us your updates or questions about the relevancyof a position to [email protected].

T&Cs and

training

At sign-up and every 12 mths, you must review and renew your acceptance of

our T&Cs (which include your compliance obligations). We will send you

material updates as they occur. Our compliance policies & training materials

are available on your expert profile, and you must complete any updates or

additional training modules.
mailto:[email protected]:[email protected]


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Summary what to do during and after a

consultation

Client and

consultation

confidentiality

Always keep the identity of Expert 360 Clients, the topics of

discussion and the reasons for the Clients inquiries

confidential.

Non-disclosure of

confidential or

material non-

public information

All clients agree to not knowingly ask you to disclose

confidential or material, non-public information. At any point

during a consultation, you must refrain from discussing a

topic that makes you uncomfortable and would violate

any confidentiality obligations you may have. If a client

persists, we ask that you end the call and immediately notify

Expert 360 via [email protected]. You will be

compensated for your time to honour these policies.

Professional

advice

You must not give investment advice (such as ratings or

securities recommendations) or any professional advice - for

example, legal, medical, accounting or financial planning

advice.


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Putting theory to practice

The following section has a number of

scenarios illustrating some of the more difficultsituations relating to compliance obligations


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How should Experts manage confidential

information when engaging Clients?

Susan is a consultant for Fashion Plus. The company has been coordinating

resources for the launch of its first flagship store in Malaysia. The plan will be

announced after the company obtains approval from the Malaysian Government.

Susan has scheduled a consultation with a Client regarding the current state of

the fashion industry in the Asia Pacific region.

Can Susan tell our Client about Fashion Plus plan?

Yes

This is exactly the kind of information

the Client is looking for.

No

This is confidential

information.

OR


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How should Experts manage confidential

information when engaging Clients?

Susan is a consultant for Fashion Plus. The company has been coordinating

resources for the launch of its first flagship store in Malaysia. The plan will be

announced after the company obtains approval from the Malaysian Government.

Susan has scheduled a consultation with a Client regarding the current state of

the fashion industry in the Asia Pacific region.

Can Susan tell our Client about Fashion Plus plan?

Yes

This is exactly the kind of information

the Client is looking for.

No


information.

Company plans, whether or not they

are intended to be announced, is

confidential information.

OR


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What is material, non-public information?

No

This is sensitive information thatshould not be discussed.

Yes

This information couldbe very useful.

OR

Alex met a sales manager from the U.S. based company Electricity & Co. forlunch. The sales manager informed her that the company may announce the

purchase of a Hong Kong based competitor. No information to Alexs knowledge

has been disclosed by Electronics Company to the public.

Can Alex tell our Client about this potential acquisition?


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What is material, non-public information?

No

This is sensitive information that

should not be discussed.

Regardless of how the Expert finds

the information, and even if it is not

confirmed (e.g. a rumour), an Expert

should not disclose this material, non-

public sensitive information.

Yes

This information could

be very useful.OR

Alex met a sales manager from the U.S. based company Electricity & Co. forlunch. The sales manager informed her that the company may announce the

purchase of a Hong Kong based competitor. No information to Alexs knowledge

has been disclosed by Electronics Company to the public.

Can Alex tell our Client about this potential acquisition?


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What should an Expert do if the Client invites

third parties to the call?

Tom, an Independent consultant, accepts a project with Universe Consulting.

When he contacts the Client, he learns that there will be others on the call from a

client of Universe Consulting.

Should Tom

Proceed with the call?

The chances of there being aconflict of interest is pretty low.

End the call?

I can resume the call later when I

know there are no confidentiality or

conflicts of interest issues.

OR


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What should an Expert do if the Client invites

third parties to the call?

Tom, an Independent consultant, accepts a project with Universe Consulting.

When he contacts the Client, he learns that there will be others on the call from a

client of Universe Consulting.

Tom should

NOT proceed with the call.

There may be a breach of

confidentiality and/or conflict of

interest.

End the call immediately.

Inform Expert360 so they can

investigate potential conflicts of

interest.


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How should Experts manage their Expert

360 experience?

Max is an independent consultant who has worked with Clients in relation to the

mining industry in Australia. Max is working on updating his profile on a

professional networking website.

Can Max post the names of Expert 360 Clients he spoke with and/or Projects

subjects?

Yes

This is information that can be shared

with anyone.

No


information.

OR


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How should Experts manage their Expert360

experience?

Max is an independent consultant who has worked with Clients in relation to the

mining industry in Australia. Max is working on updating his profile on a

professional networking website.

Can Max post the names of Expert360 Clients he spoke with and/or Projects

subjects?

Yes

This is information that can be shared

with anyone.

No

Clients names and project topics

cannot be shared.

Under the Terms and Conditions of

Expert Membership, Experts agreenot to share or use any confidential

information he/she may learn through

his/her involvement with Expert360.

This includes Clients identity and the

fact or nature of their inquiries.

OR


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Any questions?

Please direct Compliance queries to the

Expert 360 compliance team:

[email protected]

If any doubt, please seek the advice of legal

counsel.

Documents

Expert Compliance Training