Membership

Terms and Conditions

WE, THE INSTITUTE FOR TURNAROUND, MAKE THIS WEB SITE (“SITE”) AVAILABLE TO YOU SUBJECT TO YOUR AGREEMENT TO AND COMPLIANCE WITH THE TERMS AND CONDITIONS (“TERMS”) LISTED BELOW. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THE SITE MEANS THAT YOU AGREE TO ABIDE BY THE FOLLOWING TERMS:

1. Disclaimer

1.1 Nothing on this Site constitutes legal advice or professional advice and should not be taken as a definitive statement of the law. Specialist legal advice should be taken in relation to specific circumstances. You should not use the information on this Site to replace evaluation by a qualified professional.

1.2 The contents of this Site are for general information purposes only. Whilst we endeavour to ensure that the information on this Site is correct, no warranty, express or implied, is given as to its accuracy and we do not accept any liability for error or omission.

1.3 The Institute for Turnaround shall not be liable for any loss or damage whatsoever (including, without limitation, damage for loss of business or loss of profits) arising in contract, tort (including negligence) or otherwise from the use of, or inability to use, this Site or any material contained in it, or from any action or decision taken as a result of using this Site or any such material.

1.4 The views expressed in the publications, case studies, reviews and other contributions to this Site, are those of the authors and do not necessarily reflect the views of the staff, Board or any member of The Institute for Turnaround.

1.5 Whilst the availability of the Site is intended to be 24 hours a day, we will not be liable if for any reason the Site is unavailable at any time or for any period.

2. Indemnity

You agree to indemnify, defend and hold The Institute for Turnaround, its affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by The Institute for Turnaround or its affiliates, officers and employees in connection with your use of the site in breach of these Terms or your negligence.

3. Copyright

3.1 The copyright in all material on this Site is vested in The Institutue for Turnaround, its licensors and content contributors. You may not copy any part of this Site or do any other act in relation to any part of this Site which is prohibited by copyright, other than the following:

3.1.1 You may print or download to a local hard disk extracts from the Site, without alteration, for your personal use only.

3.1.2 In material issued to third parties, you may quote from this Site so long as you give due accreditation to the author and The Institute for Turnaround.

3.2 Neither this Site nor any part of it may be otherwise copied, distributed or stored in any media (including without limitation via another web site) without prior written permission.

3.3 Any Member`s information found on this Site belongs solely to the member concerned and must not be used for bulk mailing of any kind, commercial benefit or anything other than a personal reference point.

3.4 The above consents do not authorise you to incorporate any part of this Site in any commercial document or in any material sold or otherwise made available for profit without out prior consent.

4. Privacy

4.1 Your personal information is only collected by this Site when voluntarily submitted by you. We may use the information we collect to provide you with news and other information which you may have requested. Occasionally we may notify you about important changes to the Site and new information or services which we think you may find valuable. If you do not wish to receive this information, please (contact us) Contact Us.

4.2 Any personal information received from you will be retained by us and will not be sold, transferred or otherwise disclosed to any third party, unless such disclosure is required by law or other court order.

5. Cookies

In order to improve the Site, The Institute for Turnaround uses cookies. Cookies are strings of data, which are stored by your browser in a file on your system and allow The Institute for Turnaround to recognise you when you use the Site. You may configure your browser not to accept cookies. We do not store any personal information about you using cookie technology.

6. Links
This Site contains links to other web sites over which The Institute for Turnaround has no control. The Institute for Turnaround does not accept responsibility or liability for the operation or content of such web sites. Links to this Site are not permitted without the prior written consent of The Institute for Turnaround.

7. Access to personal information
7.1. In accordance with the Data Protection Act 1998, you are entitled to request a copy of the information we hold about you. We may charge a fee for complying with this request.

7.2 If you become aware that the personal information we hold about you is inaccurate, you may amend it yourself by logging in to the members` area, or you may request that we amend it. Any requests should be made (contact us) in writing to us.

8. This Site
This Site is operated by The Institute for Turnaround, but a third party, which hosts our Site, carries-out processing on our behalf.

9. Changes to these Terms

We reserve the right to change these Terms any time by posting revisions on the Site. Your continued use of the Site constitutes your agreement to these modified terms and conditions.

10. Severability

The provisions of these Terms are severable, and should any provision be void, voidable or unenforceable under any applicable law, such void, voidable or unenforceable provision shall not affect or invalidate any other provision of these Terms, which shall continue to govern as though the void, voidable or unenforceable provision were not a part of these Terms.

11. Termination

The Institute for Turnaround may terminate your use of the Site at any time without notice to you.

12. Governing law and jurisdiction

These Terms shall be governed by English law and the English courts shall have exclusive jurisdiction over any disputes arising from the Site.

Code of Ethics

1. INTRODUCTION

1.1. This code contains guidance and information on the principles of conduct and ethics for all accredited fellows/ members [hereinafter collectively referred to as ‘member’]. Nothing in the code shall relieve a member from any obligations, which may be imposed by primary or subordinated legislation or by any professional code or regulation to which the member is already subject.

1.2. A member shall be expected, in performing his or her duties, to observe the spirit, as well as the letter, of the code. The standards set out in the code shall not be lowered and shall apply as a minimum.

2. GENERAL OBLIGATIONS

2.1. A member shall maintain his or her knowledge of the practice of turnaround, crisis management and corporate renewal and shall at all times respect the practice and contribute to its enhancement. All members are required to continually enhance and update their knowledge within this field through the completion of annual CPD requirements (see Note 153), in order to maintain professional standards and to retain membership of The IFT.

2.2. A member shall not accept work or carry out work in a way which will involve a breach of the law. If the work requires authorisation or licensing, a member must not perform such work unless and until they are properly authorised or licensed.

2.3. A member must not, and must not permit another person to do anything on his or her behalf, which is likely to bring the turnaround profession and/ or The IFT into disrepute by their actions or words. All members are encouraged to proactively promote the IFT and the importance of accreditation.

2.4. Members are required to act at all times in the spirit of The IFT’s Mission, which is “to be the recognised UK professional body for the highest quality individuals and institutions implementing, advising and funding successful turnarounds”.

3. FUNDAMENTAL PRINCIPLES

3.1. A member is to uphold the following principles:

Integrity. Behave with integrity in all professional appointments. Integrity implies not merely honesty but fair dealing and truthfulness.

Objectivity. Strive for objectivity in all professional judgements. Objectivity is the state of mind that has regard to all considerations relevant to the task in hand and is independent of personal feelings or opinions in considering and representing the facts.

Competence. Not accept or perform work which the member does not have the necessary ability or knowledge to undertake, unless the member obtains advice and assistance which will enable the member to competently carry out the work.

Due Skill. Carry out work with care and skill, diligence and promptness and with proper regard for the technical and professional standards expected of a member.

Courtesy. Behave with courtesy and consideration towards all with whom the member comes into contact during the course of an assignment.

4. OBLIGATIONS

4.1. A member shall owe a duty of confidentiality to clients and shall safeguard the confidentiality of any information acquired during the course of an assignment. The duty of confidentiality is not determined by the end of the assignment on which the member was engaged.

4.2. There may be exceptional circumstances where the member’s duty of confidentiality can be overridden. These may include where:

express consent is granted by a client or other suitably authorised person. Where a member is in possession of confidential information received from joint clients, the consent of both clients is required to waive the duty of confidentiality;
there is a statutory right or duty to disclose;
a court orders that such matters are to be disclosed; or
to maintain confidentiality would assist in the commission of a crime.

4.3. A member shall not use confidential information to promote his or her private interests.

4.4. Members may suspect or encounter evidence of a number of criminal offences during the course of their work. These may include:

drug trafficking or terrorism;
theft, obtaining funds by deception, false accounting, suppression of documents, fraud and forgery;
offences in breach of Company Law;
perjury and offences under the Prevention of Corruption legislation;
bankruptcy or insolvency offences, frauds on creditors, false trade descriptions and offences arising out of relations between employers and employees;
conspiracy, soliciting or inciting crime and attempting to commit crime;
tax evasion;
insider dealing.

4.5. A member who suspects or becomes aware that an officer or employee of a client has committed some fraud or other unlawful act should normally notify the client’s management at an appropriate level. However, where the conduct may involve money laundering or dealing in criminal property, the member may be under an obligation to make a suspicious activity report (SAR) to the Serious Organised Crime Agency (SOCA) and in such cases may be under a legal obligation not to ‘tip-off’ the person who is the object of their suspicion. The obligation to make an SAR and not to tip-off is more likely if the client operates in the ‘regulated sector’. This is defined in Schedule 9 of the Proceeds of Crime Act 2002 (as amended) and, broadly, means financial and insurance businesses but it also covers estate agency, tax advice, dealing in property and company and trust formation. Full details are outside the scope of this code of ethics but guidance is available from the UK Financial Intelligence Unit section of the SOCA website www.soca.co.uk. In cases of any doubt, members should seek urgent advice before making any disclosure to the client or otherwise.

4.6. Members are advised to maintain appropriate working records whenever engaged in turnaround activities. These remain the member’s own property and any request for their production should normally be refused.

5. ENGAGEMENT WITH CLIENTS

5.1. A member shall not accept an assignment or, where relevant, shall cease acting further where:

the assignment would involve the member in a breach of a law or a breach of this code of ethics, unless the assignment can be changed appropriately;
the member cannot carry out his obligations with Due Skill or knows in advance that the assignment cannot be fulfilled in the agreed time frame due to other commitments;
there is a conflict of interest (further details on this are set out below).
5.2. A member shall not proceed with an assignment without a contract or engagement letter (see Note 33), which should cover among other things:

the objective and scope of the assignment;
the strategy of approach to the assignment;
the duty of care of the member to the company or client, including confirmation that the member is not aware, at the date of the engagement letter, of any conflict of interest which would prevent him or her from accepting engagement;
the remuneration structure.
5.3 The basis of remuneration must be agreed in writing. The method of making amendments to the structure of remuneration must be agreed in advance and confirmed in writing and any such amendments must be confirmed in writing with the consent of both the client and the member.

5.4 A member may accept a performance bonus or contingency fee, provided the amount of such bonus/fee or the method of calculation of such bonus/fee is agreed in advance and confirmed in writing.

5.5 A member may take an equity participation in lieu of or in addition to fees, provided the basis and terms of such participation is agreed in advance and confirmed in writing. Any company granting such participation should be advised by the member to take separate advice before agreeing to such an arrangement.

6. COMMISSION AND GIFTS

6.1. Objectivity may be threatened or appear to be threatened by acceptance of goods, services or hospitality from a client, other than explicitly provided for in the engagement letter. A member should be aware of the difficulties which may arise from the offer or acceptance of any gift, benefit, favour or hospitality which may be intended, or may be seen by others as intended, to influence the member.

6.2. A member must not solicit gifts of any amount and should decline any gift, benefit, favour or hospitality unless the gift, benefit, favour or hospitality is of a nominal value or is entertainment that is a routine social amenity, which a reasonable third party would not consider was intended to influence the recipient.

7. OBLIGATIONS TO FELLOW MEMBERS AND THE PROFESSION IN GENERAL

7.1. A member shall act with integrity at all times and shall not disparage, or make unprofessional statements about another member competing for an assignment.

7.2. If a member shall cease to act, for any reason, on an assignment and another member proposes to take his or her place, the proposed incoming member shall write to the outgoing member to establish if there are any reasons why he or she should not accept the appointment.

8. PROVISION FOR DISCIPLINARY PROCEEDINGS

A member is obliged to notify The IFT of any matter which may render him or her liable to disciplinary action, including but not limited to, disciplinary action by another professional body, criminal conviction, or civil finding of dishonesty. For further details, please see the separate document entitled, ‘Disciplinary Proceedings’.

9. CONFLICTS OF INTEREST

9a Clients
9a.1. Members should always place their clients’ interests before their own and act in the spirit of The IFT`s Mission. For this reason members should not accept or continue an assignment where his or her interests conflict with the interests of a client or potential client. For example, if a member (or immediate family of the member) holds office in a client company, or has a comparable business relationship with a client, the member should be aware of the dangers inherent in seeking to combine a role with that of adviser, whereby his or her necessary objectivity as a professional adviser is imperilled, or may perceived to be by third parties.

9a.2. For the avoidance of doubt, any form of financial gain which accrues or is likely to accrue to a member as a result of an assignment, otherwise than in an agreed form under the engagement letter, will always amount to a significant conflict of interest.

9a.3. The member should not accept or continue an engagement for two or more clients where a conflict of interest exists or may reasonably be expected to arise between those clients.

9a.4. Prior to accepting an engagement, and while an engagement is on-going, a member should take all reasonable steps to ascertain whether any conflict of interest exists, or is likely to arise in the future. This should include consideration of the existing or potential implications arising from the possession of confidential information.

9b The IFT
9b.1. The IFT members who have access to privileged information on The IFT through their involvement with the Board, committees, or other policy-forming gatherings may have an actual, potential or perceived conflict of interest as a result of their membership of and/or involvement with other competing organisations.

9b.2. Members should always place The IFT’s interests before their own and act in the spirit of The IFT’s Mission.

9b.3. Members should consult The IFT Chairman, Deputy Chairman or Chief Executive for guidance on any policy-forming or policy-influencing role that may place them in a potential conflict with The IFT’s interests. Usually, but not always, these will be pro bono roles.

9b.4. Prior to accepting such a role, a member should take all reasonable steps to ascertain whether any conflict of interest exists, or is likely to arise in the future. This should include consideration of the existing or potential implications arising from the possession of confidential or privileged information.

9b.5. The member should either not accept or continue a role where a conflict of interest exists or may reasonably be expected to arise between The IFT and other parties; or should cease to engage in The IFT activities that offer access to privileged information such as policy or commercial matters.

9b.6. For the avoidance of doubt, a Non-disclosure Agreement is not considered adequate in the circumstances described above.