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Our Ethical Practice

Updated: Jun 19


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At James Areh Cognisance® We clearly understand that Products, Goods, Services, Brands, Markets, Projects, Services, or Products either Consumer, Social, Commercial, or Industrial in nature are faced with concerns bothering on: Customization, Fit, Productivity, Sustainability, Objectivity, Profitability, Compliance, Resourcefulness, etc.

 


Our Ethical Practice      


Our Advisor Ethical Guides & Practice. This Advisor Training Guide summarizes important rules for participating in Professional & Compliance Knowledge Sharing Transactions.


You are required to complete this training session to be qualified as a James Areh Cognisance® Advisor.


This training contains key aspects of James Areh Cognisance® Compliance Policies which are important for advisors to acknowledge. Please refer to James Areh Cognisance® Terms of Use for more detail.

'Expertise' which can be shared through James Areh Cognisance®


We define ‘expertise’ as professional knowledge & views / opinions based on individual experience. Below are examples of areas where your experience-based ‘expertise’ may be sought:


  • Industry Information: business practices, industry structures, issues, trends, success / failure stories of business models, etc.


  • How-to: effective web advertising, advice on improving sales materials, etc.


  • Individual Opinions / Views: the reason(s) why particular companies / products are performing well / poorly, outlook for the next 3 years / 10 years, etc.


Information that is prohibited to be shared through James Areh Cognisance®  


You may not share any information for which you owe a duty of confidentiality. Confidential Information is information owned by a third party that is treated as confidential.


  • In general, Confidential Information includes information prescribed in employment agreements, confidentiality agreements, etc. & any information that is specified as confidential.

  • Examples of what may constitute Confidential Information: Business strategy, plans, non-disclosed financial information, client information, technology, know-how, personal information & other information that is or may be treated as confidential.

  • Regulatory Developments or results of clinical trials (excluding any information which is publicly available).

  • Special Attention shall be paid to Material Non-Public Information of publicly listed companies (e.g., pre-publicly released Material Facts (Insider Information), as referenced in the next paragraph 3.

Unauthorized disclosure of Confidential Information may constitute a violation of applicable laws. For compliance reasons, Knowledge Sharing Transactions may be chaperoned & / or reviewed (via meeting attendance, transcript recording, audio recording, etc.) by Client’s compliance officer.


We in the James Areh Cognisance® workforce shall understand & abide by our confidentiality duties. If we are unsure of the level of confidentiality of information requested or discussed, please refrain from sharing such information.


Pre-Publicly Released Material Facts (Insider Information)


“Material Facts” (under Financial Instrument & Exchange Law as example) are information about a publicly listed company or a subsidiary of the company which may have significant influence on investment decisions made on the company’s stock or securities. These will include the following in particular:


  • Facts related to decisions of a publicly listed company or a subsidiary of the company: e.g., mergers, acquisitions, tender offers, corporate splits, business transfers, dividends, new product development / announcements, etc.


  • Facts related to the occurrence of a major event to a listed company or a subsidiary of the company: e.g., damages arising from a disaster, suspension of business with a major business counter party, facts constituting the cause of de-listing or de-registration, etc.

  • Facts related to financial results: including but not limited to sales revenue, current profits, net income, dividends, profits of a publicly listed company or a subsidiary of the company, etc.

  • Other Facts which may have a significant influence on investors’ investment decisions (basket clause): large fictitious sales figures, fatality due to an adverse reaction to a new drug, etc.

  • Other Facts such as undisclosed regulatory developments or results of clinical trials, changes in control or management, etc. may be considered as material facts.

Case Study #1: Providing Web Marketing Advice


Q. Advisor B works at an apparel company. He / She oversees marketing & runs web advertisements. A startup company XX that operates a healthcare app requested the Advisor for advice in improving SNS ad efficiency. May Advisor B provide a 1-hour interview to company XX?


A: Yes.

In this case, web advertisement is Advisor B’s personal expertise & he / she may provide advice on the client’s (company XX’s) ad strategy based on his / her experience. However, information such as historical data of ad KPI or any other unpublished internal data of his / her employer will be considered confidential & may not be shared to any third party.


In addition, Advisor B needs to confirm that his / her participation as a James Areh Cognisance® Advisor will not cause him / her to violate any internal rules of his / her employer.


Case Study #2: Providing Opinions of Competitors


Q: Advisor E has been working as a salesperson for PP, a commercial refrigeration equipment manufacturer company, for 20 years. Advisor E received a 1-hour interview request on the market positioning (e.g., strength, weakness, & characteristics) of company HH, a competitor in the industry.


Advisor E does not have any confidential information of company HH, but he / she is updated on HH’s trends from publicly available sources such as industry papers, IR materials, & press releases.


Can Advisor E discuss company HH for the 1-hour interview?


A. Yes.

In this case, Advisor E may provide advice as he / she will be providing his / her personal views / opinions based on publicly available information on company HH & his / her experience in the industry. However, if Advisor E has access to analytical data that his / her employer has on HH, then such information must not be shared if they are classified as confidential information by Advisor E’s employer.


Case Study #3: “Rumor” that may Influence Stock Prices


Q. Advisor C heard a rumor from his friend who works at company ZZ that the company is considering a merger with company MM. May Advisor C share this rumor with the interviewer during the interview on a topic related to the industry trend?


A. No.

The rumor of the merger came from the internal source of company ZZ & the information may be deemed to be Material Non-Public Information. If the client is an investment company investing in publicly listed shares, it may cause a material impact on their business activities as they may be prohibited from investing in company ZZ after being made aware of the rumor from Advisor C.


Prohibition from accepting requests involving Clients who are “direct competitors of Advisor’s employer.”


Advisors are not allowed to accept requests that would constitute competitive conflict between Advisor’s employer & the Requester / Client, or if the act of knowledge sharing itself causes a competitive conflict regardless of the content of the request.


Examples

  • Case in which the Requester / Client is a competitor of Advisor’s employer If there is any concern regarding competitive conflict during knowledge sharing activity, please do not proceed with the knowledge sharing request.

  • Case in which the Advisor’s core business involves knowledge sharing & the act of knowledge sharing itself constitutes a competitive conflict.

In general, Consulting & Advisory Services may fall under this scenario. Eligibility to participate in the request will be decided on a case-by-case basis based on the size of Advisor’s employer, Requester’s corporate profile & content of the request. Please confirm in advance that participation in the request will not constitute a breach of your employment agreement.


Special Attention shall be paid to cases which may cause “disadvantages to Advisor’s employer.”


Please pay special attention to acts that may result in causing loss to your employer or act of giving & receiving money that may result in “conflict of interests”. This is also important for the purpose of maintaining the integrity of the transactions.


Examples

  • Case in which the Advisor shares about his / her employer’s important production know-how to a competitor, hence resulting in the loss of the employer’s competitive advantage. In this case, the Advisor’s action constitutes both a conflict of interest & employee misconduct through the sharing of current employer information to a competitor. In addition, this is also a violation of confidentiality duties. If you are a current employee of a company, you must decline any knowledge sharing requests with your employer’s competitor.  

  • Case in which the Advisor is an employee of the same company as the Requester / Client & the Advisor receives monetary compensation (apart from employment salary) for sharing knowledge with his / her current employer. This case can be prevented by regularly updating our current employment details in our Advisor profile in the James Areh Cognisance® system.

Prohibition of Transactions that violate Laws / Regulations / Ordinances / Ethical Code of the Industry #1:


  • Services that are limited to certain professionals: It is prohibited to engage in entrusted services or provide services that are permitted to be provided only by certified professionals (e.g., attorneys, judicial scriveners, administrative scriveners, certified public accountants, labor & social security attorneys, etc.) (hereinafter referred to as “Specific Services”) through James Areh Cognisance®, since the act may violate laws & regulations or the ethical code of the industry. Even if the Advisor is a certified professional, he / she is prohibited from providing Specific Services arranged through a third party. In addition, it is prohibited by law for an Advisor who is NOT an attorney to provide legal advice, or for an Advisor who is an attorney to build an attorney-client relationship with Requesters in relation to requests arranged through James Areh Cognisance®.

  • Acceptable Case Advisors who are professionals may participate in projects which are not directly related to their expertise as Certified Professionals. e.g., Discussion with certified professionals about the challenges they face when acquiring new customers when they start their business.

  • Unacceptable Case e.g., Request for review of a contract from a legal point of view.

Prohibition of Transactions that violate Laws / Regulations / Ordinances / Ethical Code of the Industry #2:


  • Cases that apply to Investment Advisory Business Advisors are prohibited from providing any investment advice through James Areh Cognisance® services, including recommendations involving the purchase or sale of any financial instruments (e.g., securities, foreign exchange, commodities, etc.). This also applies to Advisors who are registered Investment Advisors.


“Advisor Obligation” related to Requester / Client Information.


Requesters / Clients may share information that is not publicly available (such as business ideas & challenges) for the purpose of discussion with Advisors. Advisors are prohibited from disclosing the Requester / Client’s identities & content of discussion to any third party.

Please pay special attention to the following:

 

  • By Agreeing to Our Terms of Use, Advisors owe a duty of confidentiality for information provided by Requesters / Clients. Advisors are prohibited from disclosing Requester / Client company names, personal information, content of consultation & any other information provided during consultation.

  • If Advisors engage in securities trading using material non-public information of a publicly listed company acquired through the discussion, or if Advisors share such material non-public information to a third party & that third party engages in securities trading using the aforementioned information, the Advisor may be found liable of being complicit in the act of insider trading.

  • Advisors may receive contact information of Requesters / Clients during Knowledge Sharing Transactions. However, Advisors should not initiate direct contact with Requesters / Clients but rather make such contact via James Areh Cognisance®.

* Advisors are liable for any damage or loss suffered by Clients / Requesters or James Areh Cognisance® arising out of any of the breaches.


Case Study #4: Contents of 1-hour Interviews


Q. Advisor D received a 1-hour interview request from NN Fund, a well-known buyout fund, regarding a niche manufacturing industry where only three companies exist. Advisor D thought NN Fund might be considering non-publicly disclosed activities & projects involving any of the three companies.


May Advisor D share his thoughts to his Requester NN?


A. No.

It is strictly prohibited to disclose details of the client company, interviewer & any information about the interview requests to a third party.


Advisor D may be subjected to claim of damages from NN Fund in the event that the breach of confidentiality results in the loss or reduced investment opportunities for NN Fund, e.g., a big stock price hike due to the information leakage to a third-party result in a cancellation of investment.


No Infringement of Third Parties’ Rights


  • Deliverables created solely by Advisors for his / her own use Advisors shall retain copyrights of content & deliverables created solely by Advisors for his / her own use; provided, however, that any content used in such deliverables does not infringe any third party’s right.

  • Deliverables created upon request by Client Unless otherwise agreed in writing by the parties concerned, the copyright of deliverables created based on request from Requesters (including Clients) shall belong to the Requesters. Advisors shall ensure that if any third party's proprietary content is shared by Advisors, the use of such contents is permitted & provided free of any third-party royalty.

Prohibitions to Membership Registration.


James Areh Cognisance® prohibits membership registration of Advisors if any of the following applies:


  • Using false names, initials, or aliases for membership registration * We may not be able to make the payment if the bank account name does not match the membership registration name.

  • Using false employment history information

  • Previous conviction of any crimes, have been accused of violating confidentiality duties or fiduciary duties, or have been under suspicion of violating the Financial Instruments & Exchange Act, or any similar Acts in any country.

  • Have been & / or are currently a member of an antisocial force such as an organized crime group & have current or previous connections to such antisocial forces.

For detailed information on prohibited matters, please refer to James Areh Cognisance® Terms of Use.







 

Our Service Terms & Conditions


Note:


It is worthy to note that the Context of the word “Consumer” as used by James Areh Cognisance® widely implies either: Value-Chains, Actors, Individuals, Corporates, Communities, Sellers, Buyers, Customers, Players, Consultants, Experts, Influencers, Suppliers, Purchasers, Distributors, Supply-Chain, Distribution-Chain, Marketers, Families, Stockists, Agencies, Government, Representatives, Markets, Sectors, Users, Industries, or Beneficiaries.


 

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