Governance

Bonsucro Limited is a membership-based non-profit company in the United Kingdom, registered under in England under number 06798568.

Articles of Association

The Companies Act 2006

Company Limited by Guarantee
and not having a Share Capital

Articles of Association of Bonsucro Limited

The Companies Act 2006
Company Limited by Guarantee and not having a Share Capital

ARTICLES OF ASSOCIATION
of
Bonsucro Limited

1 NAME
The name of the company is Bonsucro Limited (the “Company”).
2 REGISTERED OFFICE
2.1 The registered office of the Company is to be in England and Wales.
3 OBJECTS
3.1 The objects of the Company (the “Objects”) are:
3.1.1 To define globally applicable performance-based principles, criteria, indicators and standards for sugarcane production that take into account local conditions and circumstances, and that are based on a credible and transparent process that is focused on the key sustainability drivers in sugarcane production;
3.1.2 To promote measurable improvements in the key economic, environmental and social impacts of sugarcane production and primary processing;
3.1.3 To develop a certification system that enables producers, buyers and others involved in sugar and ethanol businesses to obtain products derived from sugarcane that have been produced according to agreed, credible, transparent and measurable criteria;
3.1.4 To support the transition of the Company to an internationally accepted global platform for sugarcane and its derived products, which is financially self-sustaining and which provides a forum for continuing improvement in production efficiency and sustainability;
3.1.5 To do all such other things as are incidental to the attainment of the said Objects; and
3.1.6 To do all or any of the above things in any part of the world, and either as principals, agents, directors or otherwise, and either alone or in conjunction with others, and either by or through agents, directors or otherwise,
PROVIDED ALWAYS that:
(a) in case the Company shall take or hold any property which may be subject to any trust, the Company shall only deal with or invest in the same in such manner as allowed by law, having regard to such trusts; and

(b) the Company shall not support with its funds any object, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Company would make it a trade union.

4 POWERS
4.1 Subject to these Articles, the directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.
4.2 Subject to these Articles, the directors may delegate any of the powers which are conferred on them under the Articles:-
4.2.1 to such person, committee, working group or task force;
4.2.2 by such means (including by power of attorney);
4.2.3 to such an extent;
4.2.4 in relation to such matters or territories; and
4.2.5 on such terms and conditions,
as they think fit, including but not limited to a Governance & Nominations Committee, a Finance & Risk Committee, a Members’ Council and a Technical Advisory Board.
4.3 If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
4.4 The directors may revoke any delegation in whole or part, or alter its terms and conditions.
4.5 Committees, working groups and task forces to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by directors.
4.6 The directors may make rules of procedure for all or any committees, working groups and/or task forces.
4.7 The directors may confer on any individual (with his or her consent) the honorary post of Honorary Ambassador of the Company and may impose such terms and conditions on such post as they make from time to time think fit.
4.8 The directors shall be responsible for agreeing the objectives of, and reviewing the performance of, the Chief Executive Officer and may delegate the practical aspects of this responsibility to the Chair of the Board.
5 NO DISTRIBUTION
Subject to Article 21, the income and property of the Company shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Legal Members of the Company or to the members (except in the event of dissolution of the Company), provided that nothing herein contained shall prevent the payment in good faith of remuneration to any director, officer or employee of the Company or to any Legal Member of the Company, in return for any services actually rendered by that person to the Company.
6 CONFLICTS OF INTEREST
6.1 If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
6.2 But if Article 6.3 applies, a director who is interested in an actual or proposed transaction or arrangement with the Company is to be counted as participating in the decision-making process for quorum and voting purposes.
6.3 This Article applies when:-
6.3.1 the Company by ordinary resolution disapplies the provision of the Articles which would otherwise prevent a director from being counted as participating in the decision-making process;
6.3.2 the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
6.3.3 the director’s conflict of interest arises from a permitted cause.
6.4 For the purposes of this Article, the following are permitted causes:-
6.4.1 a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the Company or any of its subsidiaries;
6.4.2 subscription, or an agreement to subscribe, for securities of any of the subsidiaries of the Company, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
6.4.3 arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Company or any of its subsidiaries which do not provide special benefits for directors or former directors.
6.5 For the purposes of this Article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
6.6 Subject to Article 6.7, if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chair of the Board whose ruling in relation to any director other than the Chair of the Board is to be final and conclusive.
6.7 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chair of the Board, the question is to be decided by a decision of the directors at that meeting, for which purpose the Chair of the Board is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
7 LEGAL MEMBERS OF THE COMPANY
7.1 The Company must maintain a register of the names and address of the Legal Members of the Company.
7.2 The first Legal Members of the Company were the subscribers to the Memorandum.
7.3 With effect from the effective date, the Legal Members of the Company shall be the directors for the time being.
7.4 Except as otherwise provided by these Articles, decisions of the Legal Members of the Company shall be made by resolution in accordance with the Act.
7.5 Legal Membership of the Company is terminated if the Legal Member of the Company concerned:
7.5.1 gives written notice of resignation to the Company unless, after the resignation, there would be fewer than three Legal Members of the Company;
7.5.2 dies; or
7.5.3 ceases to be a director.
7.6 Legal Membership of the Company is not transferable.
7.7 The directors may recognise one or more classes of supporters (who may be organisations and/or individuals) who are not Legal Members of the Company (but who may nevertheless be termed as categories of “member”) and set out their respective rights and obligations in rules or bye laws.

8 LIABILITY OF LEGAL MEMBERS OF THE COMPANY AND GUARANTEE
The liability of Legal Members of the Company is limited to a sum not exceeding £1, being the amount that each Legal Member of the Company undertakes to contribute to the assets of the Company in the event of its being wound up while he or she is a Legal Member of the Company or within one year after he or she ceases to be a Legal Member of the Company for:
8.1.1 payment of those debts and liabilities of the Company incurred before he or she ceased to be a Legal Member of the Company;
8.1.2 payment of the costs, charges and expenses of winding up the Company; and
8.1.3 the adjustment of rights of contributors among themselves.
9 THE DIRECTORS
9.1 The number of directors shall not be fewer than three but (unless otherwise determined by ordinary resolution) not more than seven.
9.2 On the effective date, the appointed directors of the Company shall be those four individuals designated as directors and Legal Members of the Company, and the ex officio directors of the Company shall be those individuals designated, respectively, as chairman and vice-chairman of the Members’ Council and chairman of the Technical Advisory Board and (in each case) also as Members of the Company.
9.3 Future directors shall comprise:
9.3.1 the chairman and vice-chairman of the Members’ Council ex officio;
9.3.2 the chairman of the Technical Advisory Board ex officio; and
9.3.3 up to four individuals appointed by a decision of the directors, such decision being made having considered the recommendations of the Governance & Nominations Committee and the views (if any) of the Members’ Council in accordance with Articles 11.1.1 and 13.2,
but no individual may be appointed as a director if he or she would be disqualified from acting under the provisions of Article 9.8.
9.4 Each appointed director shall be appointed for a specified period not exceeding three years. On or prior to the termination of the period of his or her appointment, an appointed director may be re-appointed for up to two further periods, each not exceeding three years. Upon termination of the third period of appointment, an appointed director will be required to retire from the board of directors. An appointed director who has held three consecutive three-year terms of office, shall not be eligible for re-appointment until one year after his or her retirement. For the avoidance of doubt, an individual’s period of service as a director of the Company prior to the effective date (if any) shall not be counted when determining his eligibility to be re-appointed in accordance with this Article 9.4.
9.5 Each ex officio director will automatically cease to be a director on ceasing to hold the office of chairman of the Technical Advisory Board or chairman or vice-chairman of the Members’ Council, as applicable.
9.6 The terms of office of each appointed director shall commence at the end of the directors’ meeting at which he or she is appointed and shall expire on the third anniversary thereof. The terms of office of each ex officio director shall commence immediately on appointment of their ex officio position.
9.7 The provisions of Articles 9.4 and 9.5 are subject to this Article 9.7, which provides that, subject to the right of any director to resign, the term of office of a director shall not expire until the vacancy is addressed and his or her successor is elected or, in the case of an appointed director, a decision is taken to reduce the number of appointed directors so that no successor is to be appointed.
9.8 A director’s term of office automatically terminates if:
9.8.1 that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;
9.8.2 a bankruptcy order is made against that person;
9.8.3 a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
9.8.4 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
9.8.5 notification is received by the Company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms; or
9.8.6 (in the case of an appointed director) he or she is removed by a resolution passed by the directors to terminate that person’s appointment in accordance with Article 13.3.
9.9 The directors may at any time co-opt any person duly qualified to be appointed as a director to fill a vacancy in their number or (subject to Article 9.1) as an additional director, provided that in the case of an appointed director, the directors shall seek the prior recommendation of the Governance & Nominations Committee (and the views of the Members’ Council pursuant to Article 13.2).
9.10 A director may not appoint an alternate director or anyone to act on his or her behalf at meetings of the directors.
9.11 A technical defect in the appointment of a director of which the directors are unaware at the time does not invalidate decisions taken at a meeting.
9.12 The Company may pay any reasonable expenses which the directors properly incur in connection with their attendance at meetings of directors or committees of directors or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
10 PROCEEDINGS OF DIRECTORS
Decisions by directors
10.1 The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or alternatively a decision taken in writing in accordance with Articles 10.2 and 10.3.
10.2 A decision of the directors is taken in accordance with this Article when all eligible directors indicate to each other by any means that they share a common view on a matter.
10.3 Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
10.4 References in this Article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
10.5 A decision may not be taken in accordance with this Article if the eligible directors would not have formed a quorum at such a meeting.

Calling a directors’ meeting
10.6 Each year there shall be a minimum of two directors’ meetings.
10.7 Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the Chief Executive Officer to give such notice.
10.8 Notice of any directors’ meeting must indicate:-
10.8.1 its proposed date and time;
10.8.2 where it is to take place; and
10.8.3 if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
10.9 Notice of a directors’ meeting must be given to each director, but need not be in writing.
10.10 Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Company not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
Participation in directors’ meetings
10.11 Subject to the Articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when:-
10.11.1 the meeting has been called and takes place in accordance with the Articles; and
10.11.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
10.12 In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
10.13 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
Quorum
10.14 At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
10.15 The quorum for directors’ meetings shall be half of the total number of directors plus one (rounded up to the nearest whole number).
10.16 If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision to appoint further directors in accordance with Article 9.9.
Chairing of directors’ meetings
10.17 The directors may appoint a director to chair their meetings.
10.18 The person so appointed for the time being is known as the Chair of the Board.
10.19 The directors may terminate the Chair of the Board’s appointment as Chair of the Board at any time.
10.20 If the Chair of the Board is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
Casting Vote
10.21 If the numbers of votes for and against a proposal at a meeting are equal, the Chair of the Board or other director chairing the meeting has a casting vote.
10.22 But this does not apply if, in accordance with these Articles, the Chair of the Board or other director is not to be counted as participating in the decision-making process for quorum or voting purposes
11 GOVERNANCE & NOMINATIONS COMMITTEE
11.1 The directors shall establish a Governance & Nominations Committee for the purpose of:
11.1.1 providing recommendations for individuals to be appointed as directors in accordance with Article 9.3.3;
11.1.2 supporting the Technical Advisory Board to make decisions regarding the appointment, removal and replacement of its members from time to time;
11.1.3 supporting the Members’ Council to conduct elections of its members and to review the performance of its chairman and vice-chairman; and
11.1.4 supporting the Chair of the Board to conduct performance reviews of the board of directors in accordance with Article 13.3.
11.2 The Governance & Nominations Committee shall at all times include one member who is a member of the Members’ Council. The directors shall impose such other terms and conditions (and amendments to such terms and conditions) including but not limited to the appointment to, composition, conduct and management of the Governance & Nominations Committee as they make from time to time think fit.
12 FINANCE AND RISK COMMITTEE
12.1 The directors shall establish a Finance & Risk Committee to which they may delegate their responsibilities for financial matters as they shall from time to time determine.
12.2 The directors shall from time to time appoint, remove and replace members of the Finance & Risk Committee provided at least one member of the Finance & Risk Committee shall be a director.
13 MEMBERS’ COUNCIL
13.1 The directors shall establish a Members’ Council for the purpose of providing a wide range of views, advice, recommendations and opinions to the directors and the Technical Advisory Board on the furtherance of the Objects.
13.2 The Members’ Council may provide its views on any individual recommended by the Governance & Nominations Committee to be appointed as a director and shall have the power to veto any recommendation, such that the directors shall not appoint any individual whose proposed appointment has been vetoed by a majority decision of the Members’ Council.
13.3 The Members’ Council may from time to time request a performance review of the board of directors.  With support from the Governance & Nominations Committee, the Chair of the Board shall be responsible for conducting such performance reviews and for reporting the outcome and any proposed remedial action to the Members’ Council.  In the event that the Members’ Council is not satisfied with the Chair of the Board’s report and/or the proposed remedial action, the Members’ Council may (provided that at least 75% of the members of the Members’ Council agree to do so) instruct that the directors terminate the directorship of the appointed directors, and appoint new appointed directors in their place in accordance with Article 9.3.3.
13.4 The Members’ Council shall comprise up to 25 individuals (either individuals who are members, or individuals representing organisations that are members). The first members of the Members’ Council shall be those individuals designated as members of the Members’ Council, and up to 10 further individuals co-opted by them. Thereafter, members shall elect 15 individuals to the Members’ Council at such times as are set out in the terms and conditions established pursuant to Article 13.6 and the Members’ Council shall have the power to co-opt up to ten further individuals to the Members’ Council.
13.5 The first chairman and vice-chairman of the Members’ Council shall be those individuals designated as such in accordance with Article 9.2. Thereafter, the Members’ Council shall, from amongst its members, appoint two individuals to serve as chairman and vice-chairman of the Members’ Council and as ex officio directors in accordance with Article 9.3.1. Both the vice-chairman and the chairman of the Members’ Council shall be subject to annual performance reviews and (subject to the outcome of such performance reviews and limitations on the terms of office) the vice-chairman is expected to succeed the chairman of the Members’ Council
13.6 The directors shall approve such terms of reference (and amendments thereto) as they may from time to time think fit, subject at all times to the principle that the Members’ Council shall seek to achieve a balanced representation of the views of members.
14 TECHNICAL ADVISORY BOARD
14.1 The directors shall establish a Technical Advisory Board:
14.1.1 from which the directors will seek advice on the Company’s technical, quasi-judicial and scientific functions, including but not limited to its global performance framework, standards and assurance mechanisms, and also which will review and provide advice on how the Company measures its impact; and
14.1.2 to which the directors may, subject to any terms and conditions imposed pursuant to Article 14.4, delegate some or all of its decision-making functions in relation to the Company’s technical, quasi-judicial and scientific functions, including but not limited to its certification and other assurance mechanisms.
14.2 The Technical Advisory Board shall comprise no more than 15 individuals. The first members of the Technical Advisory Board shall be appointed by the directors. Thereafter, the Technical Advisory Board shall appoint its members using the procedures as are imposed by the terms and conditions established pursuant to Article 14.4, subject at all times to the principle that the Technical Advisory Board shall represent the breadth of expertise within the Company and its supporter members.
14.3 The first chairman of the Technical Advisory Board shall be the individual designated as such in accordance with Article 9.2. Thereafter, the Technical Advisory Board shall, from amongst its members, appoint an individual to serve as chairman of the Technical Advisory Board and as ex officio director in accordance with Article 9.3.2.
14.4 The directors shall impose such terms and conditions (and amendments to such terms and conditions) for the conduct and management of the Technical Advisory Board as they may think from time to time fit.
15 RECORDS & ACCOUNTS
15.1 The directors must comply with the requirements of the Act as to keeping financial records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies of:
15.1.1 annual reports;
15.1.2 annual returns; and
15.1.3 annual statements of account.
15.2 The directors must keep records of:
15.2.1 all proceedings at general meetings;
15.2.2 all proceedings at meetings of the directors;
15.2.3 all reports of committees; and
15.2.4 all professional advice obtained.
15.3 Except as provided by law or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents by virtue of being a member.
16 MEANS OF COMMUNICATION TO BE USED
16.1 Subject to the Articles, anything sent or supplied by or to the Company under the Articles may be sent or supplied in any way in which the Act provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Company.
16.2 Subject to the Articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
16.3 A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
17 EXCLUSION OF MODEL ARTICLES
Any model articles for a company limited by guarantee that may exist (including those constituting Schedule 2 to the Companies (Model Articles) Regulations 2008 are hereby expressly excluded.
18 PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS
The directors may decide to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.
19 INDEMNITY
19.1 Subject to Article 19.2 a relevant director of the Company or an associated company may be indemnified out of the Company’s assets against:-
19.1.1 any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company;
19.1.2 any liability incurred by that director in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Act); or
19.1.3 any other liability incurred by that director as an officer of the Company or an associated company.
19.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law.
19.3 In this Article:-
19.3.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
19.3.2 a “relevant director” means any director or former director of the Company or an associated company.
20 INSURANCE
20.1 The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant director in respect of any relevant loss.
20.2 In this Article:-
20.2.1 a “relevant director” means any director or former director of the Company or an associated company;
20.2.2 a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the Company or associated company; and
20.2.3 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
21 DISSOLUTION
On the winding-up or dissolution of the Company, any assets or property remaining after all the Company’s debts and liabilities have been paid or satisfied, shall be paid or transferred to the members in proportion to the amount of any subscription fees paid by them to the Company within the five years immediately preceding the winding-up or dissolution of the Company.
22 INTERPRETATION
22.1 References to an act of parliament are references to that act as amended or re-enacted from time to time and to any subordinate legislation made under it.
22.2 In these Articles expressions not otherwise defined which are defined in the Act have the same meaning.
22.3 In these Articles words importing one gender shall include all genders, and the singular includes the plural and vice versa.
22.4 In these Articles:
“Act”
means the Companies Acts as defined in section 2 of the Companies Act 2006, in so far as they apply to the Company;
“appointed directors”
means the individuals who are appointed as directors in accordance with Article 9.3.3;
“Articles”
“Articles” means the Company’s articles of association;
“bankruptcy”
includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“Chair of the Board”
means the director appointed to chair meetings of the directors in accordance with Article 10.17;
“designated”
means designation by the individuals serving as directors as at 30 June 2016 and, in relation to Article 13.4, designation by the Members by way of an election conducted on or before 30 June 2016;
“director”
means a director of the Company, and includes any person occupying the position of director, by whatever name called;
“document”
includes, unless otherwise specified, any document sent or supplied in electronic form;
“effective date”
means 1 July 2016;
“electronic form”
has the meaning given in section 1168 of the Act;
“ex-officio directors”
means the individuals who are directors in accordance with Articles 9.3.1 and 9.3.2;
“Governance & Nominations Committee”

means the sub-committee constituted in accordance with Article 11;
“Legal Members of the Company”
has the meaning given in section 112 of the Act;
“members”
means those organisations or individuals who are recognised in accordance with Article 7.7;
“Members’ Council”
means the forum constituted in accordance with Article 13;
“ordinary resolution”
has the meaning given in section 282 of the Act;
“participate”’
in relation to a directors’ meeting, has the meaning given in Article 10.11;
“special resolution”
has the meaning given in section 283 of the Act;
“subsidiary”
has the meaning given in section 1159 of the Act; and

“Technical Advisory Board”

means the forum constituted in accordance with Article 14; and
“writing”

means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

Bonsucro Articles of Association (April 2016) - Download

The Bonsucro Code of Conduct

At its December 2011 meeting, following an extensive period of consultation and legal review, the Board of Bonsucro adopted a new Code of Conduct for Bonsucro members.

Preamble

BONSUCRO is an open, voluntary, not-for-profit multi-stakeholder organisation aiming to improve the social, environmental, and economic sustainability of sugar cane production.

The Code sets out the commitments of members, which are imperative to being a member of BONSUCRO. By doing so, the Code aims to uphold the integrity, credibility and continued progress of BONSUCRO and its member organisations.

All Members undertake to act in good faith and in a transparent manner towards this objective and commit to supporting this Code of Conduct.

This Code applies to all Full and Associate Members of Bonsucro with respect to their activities in the sugarcane sector and its derivatives.

1
Promotion and Commitment
1.1 Member organisations shall acknowledge and agree to implement BONSUCRO’s objectives and Standards through informed and explicit endorsement.
1.2
Members shall exercise best endeavours to achieve the above throughout their own organisation and to their customers, suppliers, sub-contractors and wider value chains as appropriate. Members who are not actively involved in the production and trade of sugar cane and its by-products shall promote and communicate their commitments in ways that support the efforts of producers to increase the volume, quality and sustainability of sugar cane produced and certified to BONSUCRO Standards.
1.3
Membership of BONSUCRO shall require active participation of at least one nominated representative of the Member organisation.

 

2
Transparency
2.1
Members shall not make any misleading or unsubstantiated claims, statements and reports about the production, procurement or use of Bonsucro certified sugar cane products
2.2
Save for appropriate protection of trade sensitive and/or confidential information and subject to any applicable Competition Rules, Members shall commit to open and transparent engagement with interested parties.
2.3
Members shall report annually to the Board of Directors on their efforts to support Bonsucro and improve the social, environmental, and economic sustainability of sugar cane production.
3
Implementation and Support
3.1
All Members shall commit themselves to the principle of continuous improvement of the sugar cane value chain and:
3.2
In this regard, Members shall use their best efforts to support the implementation of the BONSUCRO Standards, and the effective functioning of the certification system and support increased purchasing of BONSUCRO certified sugar cane and its derivatives.
3.3
Members who are not involved in producing and purchasing sugar cane products will actively seek to promote BONSUCRO certified sugar cane products and will give support to those members engaged in implementing the BONSUCRO Standards or buying BONSUCRO certified products.
3.4
Members will share with other members experience in the design and implementation of activities to support sustainable sugar cane production (subject to any restrictions in relation to commercially confidential information and always in accordance with the Bonsucro Competition Compliance Policy – Annex 1).
3.5
Members shall at all times adhere strictly to the Bonsucro Competition Compliance Policy (as changed from time to time, the current version of which is at Annex I). Bonsucro will notify Members in writing, of any proposed change to the Competition Compliance Policy and Members must, as a condition of their continuing membership of Bonsucro, provide their written consent to any such change. In the event that a Member has reasonable grounds to suspect or becomes aware that another Member is engaged in anti-competitive behaviour within Bonsucro or with another Member, they shall immediately notify this to the Bonsucro Board of Directors. Members should report any anti-competitive behaviour or suspicions of anti-competitive behaviour by another Member outside the operation of Bonsucro to an appropriate competition authority.
4
Breaches of the Code
4.1
Members are encouraged to resolve any disputes relating to the application of this Code of Conduct directly with each other. Should this prove infeasible, a written complaint should be submitted to the Secretariat in order to commence the Complaints Resolution Process.
4.2
Members hereby agree that the decision of the Board of Directors following their assessment of any allegation through the Complaints Resolution Process shall be binding on all Members. In the event that a Member is determined by the Board of Directors to have been in breach of this Code they may be excluded from the organisation for a period of time to be set by the Board or may be required to comply with some other decision of the Board, according to the severity of the breach.

Download the Code of Conduct document.

Bonsucro - Code of Conduct - Download

Annex 1 - Competition Compliance Policy

Competition Compliance Policy

1
Introduction
1.1
Bonsucro is concerned that its members (Members) comply with the competition rules of the European Union (EU) and local, federal or national competition or anti-trust laws of other countries in which they operate (Competition Rules).
1.2
The object of the Treaty on the Functioning of the European Union is to create a single market with free movement of goods and services throughout the member states of the EU. To achieve this, the Treaty contains rules to prevent competition in that single market from being restricted by the actions of businesses. “Competition compliance” means compliance with those rules which are designed to ensure that competition is not restricted.
1.3
The Competition Rules are extremely broad in their effect. They apply not only to companies located within the EU but also to companies outside the EU whose conduct is regarded as having an effect on the EU market.
1.4
Although there are several potential consequences of a breach of the Competition Rules, compliance by Bonsucro and its Members is particularly important because Bonsucro may be implicated in a breach of the Competition Rules by its Members and may be subject to penalties as a result. It is also likely to cause damage to Bonsucro’s reputation.
1.5
This policy sets out procedures and guidelines which must be followed by Members when dealing with matters to which competition laws may apply. It is intended to give examples of activities which commonly give rise to competition law compliance issues. Whether a particular practice infringes the Competition Rules will often depend on the market share of the party or parties involved and conditions in the market. This policy also provides an overview of the main rules of EU competition law.
1.6
Members should be aware that other national competition rules apply in some countries both inside and outside the EU. Members must ensure that they are aware of, and comply with all applicable Competition Rules. A breach or suspected breach of such rules or this policy by a Member may lead to their expulsion from Bonsucro.
1.7 This policy is not an exhaustive statement of the law and is not a substitute for taking legal advice.

 

2
Associations
2.1
The Competition Rules prohibit anti-competitive behaviour by undertakings and associations of undertakings. Any body formed to represent the interest of its Members in commercial matters, such as Bonsucro, is an association of undertakings. As Bonsucro provides a forum for Members to meet and discuss issues concerning the industry in which they operate, Members should be aware of the competition law risks this creates. The fact that Members may act through or under the name of Bonsucro does not affect the way in which the Competition Rules apply.
2.2
Bonsucro reserves the right to expel a Member if it reasonably suspects that Member has been involved in any of the following practices at a meeting of any or all of Bonsucro’s Members:
2.2.1
Discussing product prices and charges (including discounts and allowances), terms of sale, product or marketing plans and/or business relations with competitors.
2.2.2
Exchanging information with competitors which reduces or removes uncertainties in competition, e.g. price information.
2.2.3
Agreeing with competitors to fix the price at which the Member and competitor will acquire goods and/or services or agreeing to acquire goods and/or services only from specific suppliers.
2.2.4
Agreeing with competitors to provide goods and/or services on the same terms and conditions, leaving customers with little or no choice between suppliers.

 

3
Other Anti-Competitive Conduct
Bonsucro may also expel a Member if it is found by a court or relevant authority with jurisdiction over competition matterS to have engaged in anti-competitive behaviour outside the operation of Bonsucro. The following is a non-exhaustive list of examples of anti-competitive practices that are likely to be illegal (because competition issues frequently arise in situations of this type). Even if they do not take place at a meeting of any or all of Bonsucro’s members, Bonsucro’s reputation may be damaged. There are other activities which may also be illegal depending on the size and business of the Member and its role in the market.
3.1
Abuse of a dominant position
3.1.1
Refusing without any objective justification to deal with a particular customer.
3.1.2
Informing a customer that a Member will only supply product A if he also purchases product B from that Member.
3.2 Pricing
3.2.1
Contacting a competitor to ask whether, if the Member were to raise its prices, the competitor would do the same.
3.2.2
Discussing with a competitor the prices of key raw materials that the Member and competitor both purchase.
3.3 Supply
3.3.1
Discussing a supply arrangement with a competitor in order to get a feel for selling prices in the market.
3.3.2
Agreeing resale prices with a supplier or distributor.
3.4 Import and export
3.4.1
Specifying one price to a distributor if he is selling the product in his own country and a higher price if he plans to export it to another EU country.
3.4.2
Requiring a distributor neither to resell the product for export to another EU country nor sell it himself to a customer in another EU country.
3.5 Technological co-operation
3.5.1
Agreeing with a competitor the exact time to introduce new technology which the Member and competitor are both developing independently.
3.6 Information exchange
3.6.1
Exchanging information on historical sales, prices, discounts, terms of business etc. directly with a competitor. The anti-competitive effect of sharing such information will depend on the nature and currency of the information, the number of organisations operating in the market and organisations to which the information is disclosed.
3.7 Dealing with competitors generally
Whenever a Member is dealing with a competitor, Members should be aware that competition risks are more likely to arise. Members should not have any discussion with a competitor concerning prices, price changes, discounts, pricing meth¬ods, costs, warranties, transportation charges, terms of sale, marketing initiatives or prod¬uct plans without first seeking legal advice from their own advisers. The following conduct is likely to be illegal:
3.7.1
Dividing up different projects between a Member and a competitor, for example by agreeing to bid for different contracts.
3.7.2 Having discussions or making plans with a competitor to keep a new arrival out of the market.
3.7.3 Warning a competitor or new market entrant to stay off a Member’s patch.
3.7.4 Discussing with a competitor possible investments that the competitor is considering making in a particular country.
3.7.5 Agreeing to boycott particular customers or suppliers.
3.7.6
Making an agreement or acting with a competitor in such a way as to allocate sales, territory, customers or products between a Member and competitor.

 

4
Summary Of The Main EU Rules
ANTI-COMPETITIVE ARRANGEMENTS
4.1
Any agreement or practice between two or more businesses which affects trade between EU Member states which has the object or effect of preventing, restricting or distorting competition within the EU to an appreciable extent is prohibited. The effect on trade and competition can be actual or potential.
4.2
If, for example, a Member arranges with a competitor to fix prices, or to allocate customers or markets, the arrangement will be prohibited. However, more routine commercial agreements, such as joint ventures and distribution agreements, can also be caught.
ABUSE OF A DOMINANT POSITION
4.3
It is illegal for companies with strong market power (i.e. a “domi¬nant position”) to exploit their position in a way which may affect trade between Member states of the EU, for example, by imposing excessively high or predatorily low prices or discriminating between customers without justification.
4.4
Generally speaking, a company will be in a dominant position if it can take business decisions without regard to its competitors. Assessing whether a company is in a domi¬nant position depends on a variety of factors of which market share is only one. However, as a general guide, there is a high risk that companies with a market share of 50% or more would be regarded as dominant. If a company’s market share is below 40%, it is unlikely to be dominant.
TERRITORIAL APPLICATION
4.5
The EU Competition Rules apply in all 27 EU Member states: Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Spain, the Slovak Republic, Slovenia, Sweden and the UK. Equivalent rules apply in Norway, Iceland and Liechtenstein, because the substance of the EU Competition Rules have been extended to cover all states within the European Economic Area (EEA), which currently comprises the 27 EU Member states and those three additional countries.
4.6
The rules can even apply to practices or transactions between companies located outside the EU if their effect is to distort competition within the EU market.
CONSEQUENCES OF BREACH
4.7
Failure to comply with the Competition Rules can lead to extremely high financial costs. The European Commission can impose fines of up to 10% of an organisation’s worldwide turnover if it is found to have breached the Competition Rules.
4.8 Investigations into a company and findings of infringements attract adverse publicity.
4.9
Investigations and possible legal proceedings resulting from infringements can take years to resolve, leading to high costs and taking up management time that could and should be devoted to more profitable projects.
4.10 An agreement which infringes competition laws may be wholly or partially invalid, which means that it cannot be enforced.
4.11 Third parties who suffer loss as a result of anti-competitive behaviour can recover damages from the company involved.
4.12 In some countries there may also be the risk of fines or imprisonment for individuals.

Bonsucro Complaint Resolution Process (7 October 2014)

 

BONSUCRO COMPLAINT RESOLUTION PROCESS[1]

 

Introduction

 

Bonsucro is an open, voluntary, not-for-profit multi-stakeholder organisation aiming to improve the social, environmental, and economic sustainability of sugarcane production.  Our mission is to improve the sustainability of sugarcane by promoting the use of a global metric standard, with the aim of continuously improving sugarcane production and downstream processing in order to contribute to a more sustainable future.

 

We are committed to taking complaints seriously and acting to make changes that will help us achieve our mission.  The following document pertains to what types of complaints and grievances will be considered; the process for resolving those complaints and grievances; and public communications regarding complaints and grievances.

 

  1. A.   Objectives and Scope

 

The Complaint Resolution Process (CRP) fulfils Bonsucro’s need to address complaints against Bonsucro members in a manner that is reflective of the nature, mission, and goals of Bonsucro.  The CRP exists to resolve issues in the following areas (only):

 

(a)       complaints regarding a Bonsucro member’s alleged breach of the Governance Documents, defined as: (1) the Articles of Association; (2) the Code of Conduct; (3) the Membership Governance Framework Rules and Regulations; (4) this Complaint Resolution Process; (5) any policies, other codes, agreements or other documents as may be drafted, approved and/or issued by the Board, any Committee, Task Force, Working Group and/or the Secretariat from time to time and to which the Members are subject;

(b)       complaints against the awarding of Bonsucro Certification where the criteria set out in the Production Standard or the Chain of Custody Standard have not been complied with;

(c)       complaints in relation to audits, auditors, the auditing process; the Production Standard; the Chain of Custody Standard or the auditing guidelines as may be amended from time to time by the Board;

(d)       complaints or disputes arising from actions or decisions of the Board, a Board Committee, the Secretariat or a member of any of those bodies; or

(e)       any other conflict, dispute or other disagreement relating to the operations of Bonsucro or any of the Governance Documents.

  1. Members or Bonsucro will seek to resolve grievances directly following the Complaint Resolution Process.

 

  1. 2.   Our Principles for Handling Complaints

 

Bonsucro will strive to handle complaints in an equitable and timely manner, and will aim to adhere to the following principles:

 

  • Encourage efforts to resolve problems directly between parties before making a formal complaint to Bonsucro
  • Keep the complaint resolution process to an appropriate and fair timetable
  • Gather the relevant facts from all parties
  • Operate in a spirit of openness while maintaining member confidentiality of business sensitive information
  • Maintain a formal record of complaints
  • Provide an appeals process
  • Follow up to ensure compliance with resolution agreements

 

  1. 3.   Filing a Complaint

 

  1. Complaints or grievances must be filed in writing in order to be considered. All complaints must be submitted to:

 

The Complaints Manager

Bonsucro

20 Pond Square

London N6 6BA UK

 

or by email to complaints@bonsucro.com

 

  1. The complaint or grievance must be in English, which is the working language of Bonsucro. All supporting evidence submitted in English will be taken into consideration. Bonsucro reserves the right to dismiss supporting evidence submitted in any other languages.

 

  1. The initial burden of proof is on the party who makes the complaint (hereafter called the “Complainant”).  The Complainant is required to provide all of the following information before a complaint or grievance shall be considered.

 

  1. Information on Complainant, including:
  • Representative organization, contact person, and title/position
  • Information that demonstrates legitimacy of representative organization as legal entity
  • Contact information, including email, phone number, and mailing address
  1. Name of individual or organization grievance is made against
  2. Details on nature of grievance and which of the Bonsucro articles is being broken (See Section A “Objectives and Scope” Points a-d for scope of valid complaints), clearly identifying the exact article that has been broken.
  3. Documentation and other supporting evidence to directly substantiate the complaint, including a concise narrative with clear links to supporting evidence
  4. Written evidence that previous steps were undertaken to seek resolution directly with the organisation grievance is made against, prior to initiating the Bonsucro complaints procedure.
  5. Recommendations on clear, concise and specific actions and activities to correct problems raised in the complaint.

 

  1. 4.   Processing Procedure

 

  1. Upon receipt of the complaint the Complaint Manager will make an initial assessment of the claim and determine whether the complaint is within scope (as outlined in Section A “Objectives and Scope” Points a-d).  Matters that will not be considered include:
  • Allegations of a member’s actions that occurred prior to that member joining Bonsucro and that they bear no relevance to the member’s current activities.
  • Allegations against non-members, except as it relates to accredited certification bodies and auditors
  • Allegations unrelated to Bonsucro business, specifically outside a member’s sugar cane business.
  • Allegations that occurred outside the available timeframe for filing complaints (see Table 1)

 

 

Table 1: Complaint Validation Guide

Type of Complaint

Possible subject(s) of complaint

Available timeframe for filing complaints

Governance Documents

Member organisation

Duration of membership

Bonsucro Certification System (incl. production standard, chain of custody standard, etc)

Certified member mill (Production Standard) and certified organisation (Chain of Custody Standard)

Duration of certificate validity

Audits, auditors, the auditing process, Auditing Guidelines

Certification body, Accreditation body

Within six months of audit or action in question

Actions or decisions of the Bonsucro Board of Directors, committee members or staff

Staff members, Individual member of the Board of Directors, committee members

Within six months of action or decision in question

 

Governance Documents in relation to the CRP has the same meaning given in the Membership Governance Framework Rules and Regulations.

  1. If the complaint is out of the CRP scope (as outlined in Section A “Objectives and Scope” Points a-d), it will be dismissed and the Complainant will be notified within 10 business days[2] of receipt, either by first class post or email, of the dismissal and the reasons for the dismissal.

 

  1. If the complaint is within scope but lacks required information (as outlined in Section C “Filing a Complaint” Part 3 Points a-f) the Complainant shall be given a copy of the CRP and notified within 10 business days of receipt, either by first class post or email, of the reason for incompletion.   After 30 consecutive days of the date of notification, the available evidence will be considered final and the Complaints Manager will proceed with the complaints process.

 

  1. If the complaint is within the scope and includes all required information, the Complaint Manager will notify the Complainant within 10 business days of receipt.  The Complainant shall be informed, either by first class post or email, that the detail of the allegations and any accompanying documents which the Complainant seeks to rely upon will be shown to the organisation or individual which is the subject of the complaint (hereafter called the “Respondent”).

 

  1. Upon notifying the Complainant of sufficient information to progress the complaint, the Complaint Manager will notify the Respondent of the allegations, either by first class post or email, and will ask for an initial response. After 30 consecutive days of the date of notification, the available evidence will be considered final and the Complaints Manager will proceed with the complaints process. If the Respondent does not provide a response the Complaint Manager will assume the complaint is well founded and proceed with recommendations.

 

  1. The Complaints Manager shall then consider all evidence provided and within 20 business days of receipt of the allegation response shall submit a report to the Chief Executive of Bonsucro with recommendations.

 

  1. Within 14 business days of receiving these recommendations, The Chief Executive of Bonsucro will propose and communicate a decision to the Board.  The Board will then either authorise this decision or provide guidance to the Chief Executive for reformulation of the decision. Both parties will be notified of the decision, either by first class post or email, and will be provided with the opportunity to either accept the decision or submit a counter proposal.

 

  1. If a counter proposal is submitted, it must be provided to the Complaints Manager in writing within 10 business days of receipt of the initial determination.  Both parties will be notified of the Counter Proposal, either by first class post or by email, within 10 business days or receipt by the Complaints Manager.  Each party will then have 10 business days to either accept or reject the terms of the counter proposal.

 

  1. If no agreement between parties can be reached, the Board of Directors will make the final decision: (a) uphold the original, (b) accept one of the Counter Proposals, (c) amend the original decision and incorporate parts of the Counter Proposals corrective action.  Both parties shall be informed of the decision, either by first class post or email.  The Respondent shall also be advised of any corrective action which must be taken.  It will be incumbent upon the Respondent to implement the decision and Bonsucro will monitor progress towards achieving this.  Both parties shall be provided with a copy of the Appeals procedure.

 

10. If an agreement between parties is reached, both parties shall be informed of the decision, either by first class post or email.  It will then be incumbent upon the Respondent to implement the decision and Bonsucro will monitor progress towards achieving this.

 

11. Decisions reached through the Bonsucro Complaint Resolution Process are valid for a period of 4 (four) years, starting from the date of notification of the parties, unless otherwise stated in the decision.

 

12. Decisions of the Board of Directors following their assessment of any allegation through the Complaint Resolution Process shall be binding on all Members. In the event that a Member is determined by the Board to have been in breach of the Governance Documents, the Board may in accordance with the Code of Conduct:

 

  1. a.    exclude that Member from any or all of Bonsucro’s services or activities or from participating in the Bonsucro Standards scheme for such time as it may decide; or
  2. b.   impose such other sanction, including suspension of Membership for a period of time or permanently, according to the severity of the breach.

 

E. Appeals procedure

 

An appeal against the determination of a complaint may be made by either the Complainant (party that filed the complaint) or the Respondent (party against which the complaint was made).

 

  1. The intention to appeal must be notified to the Complaints Manager in writing within 21 days of receipt of the determination.  The appeal must be in writing and clearly set out grounds for the appeal.
  2. No party shall be permitted to rely upon any document(s) and/or information in their grounds of appeal that was not included with the original complaint or response to the complaint unless that document(s) and/or information was not available at that time.
  3. Any party seeking to rely on additional document(s) and/or information shall provide an explanation why the same was not available at the time within their grounds of appeal. The appeal panel shall decide whether to allow that party to rely on that additional document(s) and/or information at the appeal hearing.

 

  1. The appeal will be heard by a panel comprising the Chair of the Directors of Bonsucro and three other Bonsucro member representatives.  The members of the panel shall be appointed by the Board of Bonsucro and shall each represent a different member category. The appointed member representatives shall act in their individual capacity and shall not disclose any information regarding the complaint to their own organisation or to external stakeholders, as stipulated in a confidentiality agreement, which, will be made available to the Board of Directors on request to inform their decision making.  The panel shall hear the appeal within 36 days of the notice to appeal.
  2. The panel shall be given a copy of the original complaint and any evidence provided by either party during the initial determination process.
  3. No person shall act as either a panel member or secretary to the panel if there is any direct or indirect conflict of interest.
  4. The parties shall be entitled to be represented at the hearing either by an employee of the organisation or by a nominated legal representative, but only if the name of their representative is given in writing to the office of Bonsucro mentioned above not less than 5 working days prior to the hearing of the appeal.

 

  1. The panel shall then decide whether to uphold or revise the original decision.  The panel shall inform both parties of its decision, including any action to be taken, and the decision of the panel is final. There will be no further Appeals procedure.

 

  1. Any complaint against a staff member, a director or a committee member will be referred to the appeals panel immediately and without interference of anyone but the complaints manager.

 

  1. Upon receiving of the complaint, the panel shall start the procedure as indicated in section  D, with the provision that it will take over all duties of any member of staff, Board or director mentioned in D.
  2. There will be no appeal to the decision of the panel.

 

F. Documentation

 

An outline with the final results of any complaint upheld will be published on the website of Bonsucro and it shall include the determination and any corrective action to be taken. A draft wording shall be circulated for consensus to the Respondent and the Complainant before publication. If consensus is not possible, the Board of Directors will determine the final wording.

 

Staff will maintain a log of all complaints made to Bonsucro.  Any original documentation submitted by the parties shall be returned to those parties as soon as reasonably practicable and the copies shall be stored at the office of Bonsucro for a period of 12 months beginning on the date on which the complaint was determined. Thereafter such copies will be destroyed.


[1] As revised by the Board on 7 October 2014

[2] “Business Days” in this document refer to week or working days according to the UK calendar. All deadlines described in this document shall refer to the current London Time (end of the deadline day means 17h00 of the given day in London).

Bonsucro Complaint Resolution Process (7 October 2014) - Download