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Governance Practices
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Acting with integrity
At MSCI, integrity is at the core of everything we do. We have established a leadership structure that allocates oversight of key risks, strategies and opportunities across our Board of Directors and management. Our Board works with management to define and monitor progress of our strategic objectives.
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Code of Ethics and Business Conduct
Directors, officers and employees are expected to comply with all applicable laws and regulations and meet the highest standards of business conduct as set forth in our Code of Ethics and Business Conduct.
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Code of Conduct
Our employees receive annual training and certify that this will follow our Code of Conduct and related compliance policies, which are based on the Code of Ethics and Business Conduct. The Code of Conduct reinforces key values: client centricity, collaboration, excellence, innovation, inclusivity and integrity.
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Compliance Program
Our compliance program, overseen by our Head of Compliance, aims to promote ethical conduct, deter wrongdoing and hold our business conduct to the highest standard of integrity. This program is implemented and enforced by Legal and Compliance personnel globally. Directors, officers and employees are expected to cooperate fully in connection with audits, litigation or investigations conducted by or involving MSCI and to provide truthful and complete information, including with respect to any allegations of violations of MSCI policies.
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Corporate responsibility board oversight
The Board and its Governance and Corporate Responsibility Committee actively oversee MSCI’s corporate responsibility efforts, including by ensuring our practices complement our leadership in sustainability solutions. The Governance and Corporate Responsibility Committee of the Board oversees governance of significant corporate responsibility matters, and management retains day-to-day responsibility for execution of these efforts.
Through our corporate governance framework, we aim to ensure that our directors, officers and employees:
- Act with integrity in everything they do and avoid potential conflicts of interest, including by adhering to our Code of Ethics and Business Conduct.
- Avoid corruption.
- Maintain appropriate awareness of compliance policies and procedures.
Visit our Corporate Governance page for more information on our Board and the roles and responsibilities of its committees, as well as our Corporate Governance Policies.
Visit Our Leadership page for more information on our senior leaders.
See our annual reports and proxy statements for more information on our Board make-up, corporate governance practices and executive compensation practices.
Anti-corruption
The MSCI Global Anti-Corruption and Political Contributions Policy sets forth rules and guidelines to comply with applicable anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
The policy prohibits:
- Offering or giving bribes and requesting or accepting bribes.
- “Facilitation payments,” which MSCI defines as minimal gratuities provided to low-level officials to perform routine, nondiscretionary functions. In extremely rare circumstances, and when permitted by applicable law, employees may seek, and the MSCI Legal and Compliance Department may grant, exceptions to such prohibition.
- Gifts to, or entertainment involving, government officials without the prior approval of the MSCI Legal and Compliance Department pursuant to our Gifts, Entertainment and Charitable Giving Policy.
MSCI conducts targeted anti-corruption training for applicable employees that covers the use of third-party agents who may interact with government entities on MSCI’s behalf. The use of such third parties requires management and Compliance approval.
Anti-money laundering
MSCI does not engage in or have oversight of any client trading activity, as we do not offer or maintain client trading accounts or have custody over client assets. Additionally, MSCI does not execute transactions on behalf of clients, nor do we offer a platform for clients to make any transactions.
Nonetheless, we do maintain a global anti-money laundering policy to ensure that employees are alert for possible money laundering or suspicious client conduct.
Political activities
Under the MSCI ESG Research Regulatory Code of Ethics and the MSCI Global Anti-Corruption and Political Contributions Policy, relevant employees are subject to restrictions on political contributions in order to comply with Securities and Exchange Commission pay-to-play rules applicable to Registered Investment Advisers and to adhere to industry best practices.
MSCI has not historically used corporate resources to fund political contributions. For more information, see our Political Activities Policy Statement.
Employees are required to disclose and obtain pre-approval from the Legal and Compliance Department to participate in certain political activities that could create a conflict of interest, such as seeking political office.
Insider dealings
Our Code of Ethics and Business Conduct strictly prohibits directors, officers and employees from ever, under any circumstances, trading, encouraging others to trade, or recommending securities or other financial instruments while in the possession of material non-public information related to those securities or instruments.
The misuse of inside information results in disciplinary action by MSCI, up to and including termination of employment or service, and may also give rise to civil and criminal penalties. In order to prevent the misuse of inside information and to avoid both real and perceived conflicts of interest, MSCI has established certain additional policies and procedures, including the use of information barriers. MSCI also has in place specific policies and procedures governing personal trading by directors, officers and employees.
Mitigating conflicts of interest
- Employees are required to promptly report any personal investment activity, interest or relationship, including those involving family members, that could give rise to a conflict of interest or the appearance of one.
- Employees are required to disclose and obtain pre-approval from the Legal and Compliance Department for any personal outside business activities, as well as certain political activities such as seeking political office.
- Employees are prohibited from trading in options on MSCI stock, purchasing MSCI stock on margin, holding MSCI stock in a margin account, holding MSCI stock in a managed account (where discretion is given to a broker), pledging MSCI stock as collateral for a loan, and from engaging in short sales, hedging transactions and stop or limit orders with a duration greater than one day.
- MSCI is subject to independent audits, which test certain compliance practices such as certification of the Code of Conduct.
Awareness, training and certification
- All employees are required to complete annual training on the Code of Conduct and related compliance policies. As part of our onboarding process, all new employees complete training on the Code of Conduct and related compliance policies. In all cases, employees must certify that they have read the policies and agree to adhere to them. Our directors are also required to certify to the Code of Ethics and Business Conduct upon joining the Board and annually thereafter.
- Members of the Legal and Compliance Department conduct periodic testing of applicable policies and procedures to ensure availability and effectiveness. The Head of Compliance provides an update at least annually on the overall compliance program to the Governance and Corporate Responsibility Committee of the MSCI Board, including with respect to any policy changes, areas of emphasis, known issues or concerns, projects, investigations and violations, statistical trends and overall program health. The Governance and Corporate Responsibility Committee also annually reviews our Code of Ethics and Business Conduct.
Employee Whistleblower Hotline
Employee Whistleblower Hotline
To help ensure the integrity of our firm and the safety and well-being of our employees, we offer an anonymous whistleblower hotline to employees available 24/7 through an independent online portal.
- Employees are made aware of this hotline through our compliance training, and a link and instructions for reporting an issue are provided on our intranet.
- Employees are also periodically reminded of the hotline.
- Senior members of the Legal and Compliance Department are responsible for reviewing complaints and directing concerns to appropriate members of senior management.
MSCI prohibits acts of retaliation or harassment against any person for reports or complaints regarding misconduct that are made in good faith. All reports are investigated promptly and thoroughly, consistent with applicable law. At MSCI, we believe that open communication of issues and concerns by all employees without fear of retribution or harassment is vital to our success.