COMPLIANCE

We take compliance very seriously at Centurion Life Sciences. Our compliance committee has developed a robust compliance framework to ensure the quality of the service that our clients receive as per relevant regulations. Our compliance framework embodies the following best practices:

General Practices:

  • Centurion Life Sciences' compliance committee in conjunction with senior management, should instill a compliance culture in which all employees understand the importance of compliance and are willing to escalate potential issues.

  • The compliance committee should be available to employees, should they need guidance or advice related to compliance.

  • All consulting calls will be recorded by our compliance committee to ensure that our compliance policies are being respected. All expert consultation will be kept on record. Recordings of calls will be systematically reviewed in order to flag any breach of compliance.

  • The compliance committee should proactively keep up-to-date with new developments, and update the compliance platform as necessary; and conduct periodic testing of compliance systems to ensure their adequate functioning.

  • Periodic testing should include spot-checking employee interactions with clients to ensure that interactions are consistent with the firm’s policies.

  • The compliance committee should establish and enforce compliance policies and procedures written in clear and understandable language for the firm’s employees and experts.

  • Confidential information and potentially material non-public information must be promptly detected and handled appropriately through comprehensive written policies and procedures that are well-known and consistently followed at all levels. Policies should include instructions on how to identify, escalate and properly handle information that might be considered material.

  • Securities trading by employees and their dependents should be limited and periodically reviewed to prevent incentives to obtain or use material non-public information or confidential information.

  • Potential conflicts involving the firm’s structure or employee personal or financial conflicts should be vetted and either adequately disclosed or appropriate walling-off procedures should be followed.

  • Employees and experts should review and annually certify their agreement with the terms of the policies.

  • Employees and experts should have ready access to all compliance policies and should have the ability to seek clarification from the firm’s compliance professional(s).

  • Changes in compliance rules should be communicated promptly to experts, clients and employees. 

  • Expert network firms should maintain an internal database of companies that prohibit consulting by their employees, and such employees should not participate in the network. Expert networks should proactively determine whether a company’s policies limit its employees’ ability to be engaged as experts. Information on company policies should be stored systematically and efforts should be made to connect such policies to individual profiles of experts who may be affected by them.

  • Keep complete records of all expert consultations*, including: expert name; client name; topic of discussion; questions/issues, if known; time and date of consultation(s); and, the amount of fees paid by the network to the expert. 

  • Conduct periodic compliance testing to ensure systems and processes are adequately catching and preventing violations.

  • The firm should retain documents and internal emails for a minimum of three years. Retention should include: compliance-related certifications; records of escalations; communications regarding potential material non-public information; and other compliance-related documents.

Practices Relating to Experts:

  • Upon joining an expert network and periodically thereafter, experts should be required to agree to formal terms and conditions that outline the expert network’s policies.

  • No expert should be allowed to engage in any consultation that involves discussions about the company for which the expert currently works or has worked within the past six months.

  • No expert should engage in a consultation with a client whose firm competes with his or her employer.

  • If the expert is unsure whether s/he is able to participate in a specific engagement due to a potential conflict, s/he must decline to participate in that engagement.

  • No expert should disclose or attempt to benefit from any information related to a consultation, including but not limited to, the subject matter of any projects; information about client activity; and information about the nature of a client’s inquiry.

  • Experts must not disclose or trade on material non-public information.

  • Experts must not disclose confidential information including but not limited to: trade secrets, proprietary information and intellectual property. In addition, experts must abide by all non-disclosure agreements, severance agreements, and other applicable contractual agreements.

  • Experts must not give investment or legal advice.

  • If an expert is a medical doctor, s/he must not address questions related to clinical trials, patients’ experiences during clinical trials, or medical advice.

  • If an expert is an accountant, s/he must not consult about companies that s/he has audited for a minimum of twelve months or offer accounting advice.

  • If an expert is an officer or director of a company, s/he must not consult when an IPO, merger, or tender offer is pending.

  • Experts who are employed government agencies or have been employed  by government agencies in the last 6 months are not eligible to join our network.  

  • Experts should regularly reaffirm and re-accept the terms and conditions.

  • Experts should complete a regular training program regarding the legal and ethical obligations that could potentially restrict expert participation in client engagements and the appropriate use of an expert network. Training should include: specific examples of material nonpublic information that experts might encounter during consultations; how to escalate questionable information; and, examples of conflicts that would prevent an expert from accepting a particular engagement. 

  • Experts should confirm their ability to participate on a specific consulting engagement based on their detailed understanding of the subject of the engagement prior to the consultation. Ideally, experts should be informed as to which companies are the focus of the project and, consequently, are ‘off-limits’ and cannot be discussed.

  • Except where an expert is independently employed or has received formal written approval from his/her employer, experts should be limited in the total number of consultations they can conduct, or the total amount of compensation they can earn, in order to avoid any allegation that their participation in expert network consultations may create conflicts of interest with, or betrayal of their fiduciary duty to, their employer. This limitation need not be the same for all experts, and is dependent on the expert’s salary, position, and employment status.

  • Information on experts’ areas of conflict should be stored systematically and regularly reviewed by employees of the expert network responsible for matching clients with experts.

  • Experts should be incented to refuse to answer client questions and to report client questioning that the expert feels might be in violation of any ethical, legal, regulatory, and contractual obligations or constraints the expert might have.

  • Expert networks should perform some level of background check on experts, such as: identity verification: fact-checking of their background as represented on their CVs, profiles or resumes; or confirmation that the expert has not previously committed a securities or other regulatory violation.

 

Practices Relating to Clients:

  • Clients should be required to be as specific as possible when outlining an expert request. Generalized requests are more likely to lead to inappropriate contact with experts such as those who may be employed by a company the client is investigating, or those who have confidential information about a topic of interest to a client. Ideally, clients should identify whether they are interested in specific companies so experts from those companies are not sourced.

  • Controls reflecting the policies of clients should be installed, specifically a system to accept and implement the policies and procedures of various clients as an overriding filter to permit or restrict access to appropriate experts.

  • Clients should have the ability to add their own terms and conditions to screen potential experts (supplementing those that are standard for the network.) Clients should be able to ask all potential experts specific screening questions.

  • Expert networks should provide client compliance officers with tools that enable them to monitor, approve, and block pending consultations for their firm.

  • Client compliance officers should have a way to blacklist experts based on place and status of employment. Whether handled directly by the client, or by communication between the client and expert network staff, such blacklisting should automatically flag or eliminate blacklisted experts from all searches conducted for that client.