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Vigorous compliance is the cornerstone of Guidepoint's business. It protects Guidepoint's clients, Advisors and employees. Guidepoint's policies and procedures have been developed through years of experience, consultation with independent legal counsel and benchmarking against industry best-practices.
The heart of Guidepoint's compliance policy is Guidepoint's Terms & Conditions which set forth the principles and rules by which every Advisor is contractually obligated to abide. They are designed to ensure that every service provided by Guidepoint and its Advisors is fully compliant with all applicable laws rules and regulations and poses no conflicts of interest.
Guidepoint's Terms & Conditions set-forth six broad compliance principles that govern all consultations:
- An Advisor's membership and participation may not present any conflict of interest or perceived conflict of interest.
- An Advisor's membership and participation may not cause the Advisor to breach any agreement with any person or entity (including, but not limited to, the Advisor's employer, previous employers or any person or entity to which, or through which, the Advisor provides or has provided consulting services).
- An Advisor's membership and participation may not cause the Advisor to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, the Advisor's employer, previous employers or any person or entity to which, or through which, the Advisor provides or has provided consulting services).
- An Advisor's membership and participation may not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by the Advisor.
- An Advisor's membership and participation may not result in any communication or disclosure to any third party of any material non-public information concerning any public company.
- An Advisor's membership and participation may not violate any law, rule or regulation.
To guide Advisors and clarify Guidepoint's practices, the Terms & Conditions also provide further rules specifying these principles' application in the following areas.
Advisors may not consult about a company for which the Advisor is a current employee, director, trustee, officer, or scientific advisory board member (or for which the Advisor holds a similar position). Advisors further agree that if the Advisor was previously employed in the finance or accounting department of a company, the Advisor will not consult about that company until four months after termination of the Advisor’s employment. If a public company of which an Advisor is a current director, trustee, officer, scientific advisory board member or employee (or for which the Advisor holds a similar position) is the target or bidder in a tender offer, the Advisor must decline all Projects until the tender offer is resolved.
If an Advisor has provided consulting services to a person or entity or participated in a clinical trial, the Advisor may have duties or obligations to treat certain related information as confidential. The Advisor is specifically reminded that he or she must satisfy those duties and obligations and any other policies and requirements of such person or entity, the Advisor's institution(s) and the trial sponsors. Under no circumstances may an Advisor ever disclose any confidential information learned in the course of the Advisor's consulting or clinical trial participation.
Advisors agree not to consult on a project for a client that is a direct competitor of a company for which the Advisor is a current director, trustee, officer or employee (or for which the Advisor holds a similar position).
If an applicant is a government employee, the applicant must comply with all ethics rules and policies that are applicable to the applicant’s position. Government employees may not consult about matters before the agency or department by which they are employed.
Advisors represent that they are not registered as an investment advisor and do not act as an agent or representative of any investment advisor. Advisors agree not to provide investment, legal, medical, accounting or other professional advice; this includes, but is not limited to, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.
Advisors agree never to disseminate false or misleading information or inaccurately represent their experience, education, employment or knowledge to Guidepoint or any clients. Advisors also agree to review and update as necessary their biographical information on a regular basis, including prior to accepting any project.
Guidepoint's policies and procedures involve overlapping responsibilities between Advisors, clients and Guidepoint to form a seamless web of compliance.
Every Advisor who consults through Guidepoint must agree to abide by Guidepoint's Terms & Conditions. They are reminded electronically of their obligation to do so with every consultation request. If a client wishes specific additional compliance language to be added to communications with Advisors on its projects, Guidepoint can do so.
Each Advisor bears responsibility for determining whether he or she is permitted to accept a consultation under the Terms & Conditions. If an Advisor must receive permission from his or her employer, it is the Advisor's responsibility to obtain that permission prior to accepting a consulting project. If an Advisor is unsure of whether he or she may participate in a consultation, the Advisor is instructed not to accept a project until the Advisor is sure. The decision of whether to accept a particular request is always the Advisor's alone.
To encourage Advisors' vigilance and care, an Advisor may submit a payment request for any time allocated to any project that an Advisor chooses to terminate for the purpose of complying with the Terms & Conditions. In addition, each Advisor is required to review Guidepoint’s Advisor Compliance Tutorial at least once, and is encouraged to re-review it periodically
Every Advisor is also subject to a stringent confidentiality agreement that forbids them from discussing anything about consultations or clients, including their identities.
All of Guidepoint's clients must agree to standard compliance and confidentiality terms that prohibit them from soliciting or utilizing material non-public or confidential information from Advisors. Client users are expected to be honest in their requests and scrupulous in their conversations with Advisors. Failure to do so will result in termination of service.
Guidepoint employs both global and customized tools to help clients and Advisors meet their compliance responsibilities.
Guidepoint maintains and enforces a global "Do Not Consult" list of companies that do no permit their employees to consult through third party providers like Guidepoint. The list is compiled from (1) companies that have contacted Guidepoint directly, (2) "Do Not Consult" lists compiled and shared with Guidepoint by clients and industry peers, and (3) other companies that Guidepoint has learned independently do not permit their employees to perform consultations through third party providers.
Guidepoint also provides clients with customized tools to meet their compliance responsibilities. Clients may provide Guidepoint with lists of companies whose employees they do not wish to speak with, such as companies in which clients hold or are considering investments. Likewise, clients may designate that segments of Advisors (e.g., Advisors who work for publicly-traded companies) not be presented for projects. Guidepoint can also provide clients with the ability to monitor and track requests real-time through the client interface.
I'm not sure whether I'm permitted to perform outside consulting under my employment agreement. What should I do?
You should consult with your employer to confirm that you are permitted to consult with Guidepoint. While Guidepoint takes all reasonable steps to ensure that consultations are conducted consistent with all applicable laws and regulations, you are solely responsible for determining whether you are permitted to consult given your employment circumstances.
What should I do if I'm invited for a consultation that directly concerns my employer?
You should decline and notify Guidepoint of the reason. Guidepoint's Terms & Conditions categorically prohibit Advisors from consulting about their employers.
If I'm asked about a company for whom I consulted or a clinical trial upon which I worked, may I discuss it?
You should carefully review your legal commitments to any companies for whom you have consulted or clinical trials upon which you have worked. Companies and clinical trials will sometimes put confidentiality restrictions in their consulting agreements that prohibit consultants from disclosing or discussing certain data. Under no circumstances should you discuss non-public trial data or patient experience information. If you are not confident that you are permitted to undertake a particular consultation, you should decline.
Can I discuss the details of my client consultations and surveys with others?
No. Your consultations with Guidepoint clients are strictly confidential. You may not disclose a client's identity, the subjects discussed or any materials provided to you by a client. Likewise, you should not share surveys that you are provided by Guidepoint.
If I'm asked a question that would require me to reveal material non-public or otherwise confidential information, how should I respond?
You should explain that you cannot answer the question because it would cause you to reveal confidential information. If you are uncomfortable continuing with the consultation, you may end it and invoice Guidepoint for the time you spent on the consultation. If you feel that a client was knowingly seeking to solicit material non-public or confidential information from you, you should notify Guidepoint of your concern.
What is material non-public information?
"Material non-public information" is the legal standard for information that can give rise to insider trading liability if utilized. Information is "material" if "there is a substantial likelihood that a reasonable shareholder would consider it important" in deciding whether to buy, sell or hold a security (e.g., a stock or bond). To meet the threshold for materiality, there must exist a "substantial likelihood" that a fact "would have been viewed by the reasonable investor as having significantly altered the ‘total mix' of information made available." Information may be deemed material even if it relates to speculative or contingent events.
Information is regarded as "non-public" unless and until it has been broadly disseminated or made widely available to the general public. Means of dissemination could include public filings, coverage by major news organizations, posting on widely-trafficked web sites, publication in research reports and circulation in proxy materials. Even if a public announcement has been made about a particular matter, unpublicized aspects of the matter may remain "non-public" for purposes of securities laws.
To be safe, you should not disclose any information that is confidential to a company. It is difficult to determine the materiality of particular facts in isolation and you should not attempt to do so. Instead, you should decline any project that would necessarily involve disclosure of confidential information.
For a more fulsome discussion of material, non-public information, as well as other topics concerning confidentiality and conflicts of interest, see Guidepoint’s Advisor Compliance Tutorial, here.
I click online that "I Agree" to Guidepoint's Terms & Conditions, am I legally bound by them?
Yes, you are legally bound. Clicking "I Accept" is the legal equivalent of signing a paper contract with the Terms & Conditions and you will be expected to abide by them fully.
If I become an Advisor, am I prohibited from consulting for clients outside of Guidepoint Global?
No. You may continue consulting with clients of yours and may engage new clients freely. Guidepoint only asks that you continue to work through us with any client to whom we first introduced you. In the case of large corporate clients, it is possible that you may have an existing relationship with one division and be introduced by Guidepoint to client employees in another. These situations will be addressed on a case-by-case basis.
Am I permitted to act as a consultant for another primary research company?
Yes. We only ask that you continue to work through us with any client to whom we first introduced you.
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