Corporate responsibility board oversight - cards
Acting with integrity
At MSCI, we have built a leadership structure intended to allocate proper oversight of key risks, functions and opportunities across our Board of Directors and management. Our Board works with management to set our strategic objectives and to monitor progress on those objectives.
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.
Code of Conduct
Our employees are bound by our Code of Conduct, which is based on the Code of Ethics and Business Conduct and related compliance policies. They are expected to abide by the code’s values, which include putting clients first, working as a team, pursuing excellence, championing bold ideas, acting with integrity and taking personal responsibility.
Our compliance program and related policies, which aim to deter wrongdoing and hold our business conduct to the highest standards of integrity, are overseen by our Head of Compliance and are implemented and enforced by Legal and Compliance staff globally. Directors, officers and employees are expected to cooperate fully in connection with any audit, litigation or investigation conducted by or involving MSCI and to provide truthful and complete information, including with respect to any allegations of violations of MSCI policies.
Governance Practices intro
Corporate responsibility board oversight
The Board and its Governance and Corporate Responsibility Committee are actively engaged in overseeing MSCI’s corporate responsibility efforts, including by ensuring our practices complement our leadership in ESG and climate solutions. The Governance and Corporate Responsibility Committee oversees significant corporate responsibility matters, and management retains day-to-day responsibility for 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, in compliance with our Global Anti-Corruption and Political Contributions Policy.
- Possess appropriate awareness, training and certification 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.
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, promising or giving bribes or anything that could be construed or perceived as a bribe; and the requesting, agreeing to accept or accepting bribes or anything that could be construed or perceived as a bribe, in connection with MSCI business with individuals in both the public and private sectors.
- “Facilitation payments,” which MSCI defines as minimal gratuities provided to low-level officials to perform routine, nondiscretionary functions, such as customs clearance, vehicle registration, visa renewal, police protection and utility services. In extremely rare circumstances and where permitted by applicable law, employees may seek, and the MSCI Legal and Compliance Department may grant, exceptions (in writing and in advance) to the facilitation payment prohibition.
Under our Gifts, Entertainment and Charitable Giving Policy, gifts to, or entertainment involving, government officials are prohibited without the prior approval of the MSCI Legal and Compliance Department. Careful consideration is given to any applicable anti-bribery laws. Additionally, employees are required to log received gifts and entertainment with the Compliance Department to evaluate any potential conflicts of interest.
At least annually, MSCI conducts targeted anti-corruption training for applicable employees that covers the use of third-party agents that may engage with government entities on MSCI’s behalf. MSCI emphasizes here and in general compliance training that the use of such third parties requires management and compliance approval.
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, either institutional or retail. We also do not invest client funds on our own behalf.
Nonetheless, we do maintain a global anti-money laundering policy to ensure that we only do business with reputable clients who are engaged in legitimate businesses and who derive their income, wealth, funds and investable assets from legitimate sources.
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.
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 inside 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 walls. 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 activities related to seeking political office, holding elected or appointed political posts, serving on a public or municipal board or similar public body, or serving as an officer of a political campaign committee.
- Employees must disclose and obtain pre-approval from the applicable member of MSCI’s Executive Committee and the Legal and Compliance Department to serve as a representative of MSCI on a board or committee or in another position constituting a leadership role in industry associations or groups.
- 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 that is conducted via an online portal. As part of our onboarding process, all new employees complete live webinar 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 safety and well-being of our employees and integrity in our operations, we offer a whistleblower hotline to employees available 24/7 through an independent online portal.
- Employees are reminded of the hotline periodically throughout year.
- Senior members of the Legal and Compliance Department are responsible for directing concerns to appropriate members of senior management.
In addition, we have a specific whistleblower policy and procedure for reporting potential misconduct in benchmark administration, including suspected MSCI index manipulation. Communications regarding such concerns can be made through our whistleblower hotline. Employees are made aware of this policy through our intranet and compliance training, and instructions for reporting an issue are provided on our intranet.
MSCI prohibits acts of retaliation or harassment against any person for reports or complaints regarding misconduct that are made in good faith. Concerns that are raised are treated confidentially and may be reported anonymously. 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 succes.