1.1 The purpose of this Code of Ethics is to set out the rules that will govern the conduct of persons serving on the Executive Board, including without limitation, Directors, the Chairman, the Integrity Commissioner and all ESIC employees. (called “Directors” hereafter).
1.2 Some Directors are appointees of Members of ESIC and, as such, should pay particular attention to where this Code deals with conflicts of interest.
1.3 While Directors are all individuals and this Code applies to individuals, it is also considered ethical (and, therefore, covered by the spirit of this Code) that companies and organisations that are Members of ESIC should behave towards each other with dignity, respect and courtesy and should never use or attempt to use their position within ESIC to gain a competitive or commercial advantage over any other Director or Member company or organisation.
1.3 Because Directors are the public face of Esports integrity, they are expected to conduct their affairs on a basis consistent with the trust that has been placed in them by supporters, players and other stakeholders in Esports. This requires their behaviour to conform to the highest standards of honesty, impartiality, equity and integrity when discharging their duties and responsibilities to ESIC. Directors’ actions must be dedicated to the promotion and development of Esports integrity worldwide. The Code of Ethics should be read and understood as a minimum standard of acceptable conduct.
1.4 Any matters arising under this Code shall be dealt with by the Integrity Commissioner or, if any allegation is made about or otherwise conflicts out the Integrity Commissioner, an Ethics Officer appointed by the ESIC Executive Board in their entire discretion. The Integrity Commissioner or Ethics Officer shall have absolute discretion to deal with any matter as he or she chooses in accordance with the principles and procedures set out in this Code. All information received by the Integrity Commissioner or Ethics Officer is highly confidential and will be treated as such.
2. General Statement
2.1 Each Director shall act in an honest and ethical manner. In order to facilitate the transparent operation of ESIC, conduct that gives the appearance of impropriety will also be unacceptable. Directors shall not engage in any conduct that in any way denigrates ESIC or harms its public image. No funds or assets of ESIC may be used for any unlawful purpose, and no Director may engage in unlawful conduct.
3. Fiduciary Duties
3.1 Each Director shall owe to ESIC a duty of care and loyalty. Specifically, each Director shall discharge his or her duties (a) in good faith, (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (c) in a manner that the Director reasonably believes to be in the best interests of ESIC and Esports.
3.2 Directors shall at all times serve the interests of ESIC and Esports as a whole. Directors shall not promote their own (or a group of) company’s or appointee’s interests at the expense of the dignity, integrity or interests of ESIC or of Esports in general.
3.3 Each Director shall ensure that all ESIC’s assets and services are applied only in furtherance of, and in accordance with, ESIC’s objectives and that they are not used other than for official ESIC business.
4. Conflicts of Interest
4.1 Directors must be free from any influence which might interfere or appear to interfere with the proper and efficient discharge of their duties, or which might be inconsistent with their duty of loyalty to ESIC. It is also the duty of Directors not to use their position with ESIC for personal advantage or gain or the advantage or gain of their appointing member organisation of ESIC. To that end no Director shall have an undisclosed conflict of interest.
4.2 Directors appointed by a Member of ESIC shall be assumed to have a conflict of interest in circumstances where that Member is the subject of any discussion, investigation, intelligence gathering, bid or tender for services by or to the Executive Board. In these circumstances, the procedures in clause 4.3 below should be followed.
4.3 Circumstances in which a conflict of interest would arise include:
- Material and direct personal involvement with or appointment by a Member of ESIC, players, teams, sponsors or suppliers directly or indirectly subject to any ESIC investigation or intelligence gathering about which the Director is aware (the Director accepts that ESIC may deliberately choose to shield a Director from information that might, in the reasonable opinion of the Integrity Commissioner, cause a conflict of interest for the Director).
- Employment or engagement which might materially impact a Directors performance or efficiency in relation to his duties to ESIC.
- Outside activities in civic, professional or political organisations which might involve improper and unauthorised divulging of confidential information. This list is not exhaustive, merely illustrative. Where a Director, either directly or indirectly, has such a conflict of interest or there is a potential for such a conflict of interest to arise, he or she shall:
- Disclose the interest to the Integrity Commissioner, who shall have the authority to either (a) approve the conflict, or (b) refer the matter to the Chairman and/or Executive Board for further consideration; and
- Excuse himself from any formal discussions related to the conflict of interest; and
- Abstain from voting and from seeking to influence the vote on any matter related to the conflict of interest.
4.3 Pursuant to the provisions of the Code, if the Integrity Commissioner him or herself has any conflicts or potential conflicts then he or she shall make a declaration about those conflicts to the Chairman.
5.1 Directors shall not disclose any facts, data or other information entrusted to them in confidence by virtue of their directorship of ESIC. Disclosure of any such information must not be for personal gain or benefit, nor should it be undertaken maliciously to damage the reputation of ESIC or any other person individually involved.
5.2 These duties of confidentiality will continue indefinitely or until such time that such information comes into the public domain, other than by breach of the confidentiality obligation or until a Director is required, by law, to disclose such information.
6.1 Subject to clause 6.3 any individual gifts, benefits, hospitality or other advantages which are received by a Director, either directly or indirectly, which in any way relates to, or which arose as a result of, his or her position as a Director could be seen to potentially influence the judgment of the Directors in the discharge of their duties. Therefore, for the purposes of transparency, they must be disclosed to the Integrity Commissioner who will determine if the gift may be accepted.
6.2 The acceptance of a cash gift (in any form) is strictly forbidden. Directors should not accept a cash payment from any third party in consideration for any services provided by ESIC.
6.3 Gifts or hospitality that are, in the reasonable opinion of the recipient of such gift or hospitality, (individually or in aggregate) worth US$500 or less (or the equivalent amount in any other currency) may be accepted without disclosure in accordance with clause 6.1 above. All other gifts and/or hospitality worth in excess of US$500 (in the reasonable opinion of the recipient) must be disclosed by the recipient to the Integrity Commissioner immediately upon receipt (or disclosed in advance in the case of hospitality or any such similar benefit), and any failure to do so shall constitute a breach of the Code. In no event, however, may any such gift or hospitality (whether disclosed or otherwise) influence or appear to influence the recipient in the discharge of his or her official duties.
7. Betting, Gaming or Gambling.
7.1 No Director may bet on any Esports Match and every Director shall be subject to the ESIC Anti-Corruption Code as a Participant as described in that Code, except that any Director that is a proprietor, officer or employee of a licenced betting business shall be exempt from the provision/s in the Code relating to offering or facilitating bets on esports.
7.2 For the avoidance of doubt, the receipt of winnings by Directors as a result of successful gambling on any matter unconnected with Esport shall not itself constitute a breach of the Code;
8.1 All Directors are expected to use good judgment, protect the reputation of Esports and ESIC and abide by the Code of Ethics. Any violation may expose the Director and/or ESIC, to civil and criminal liability and may harm their reputation and therefore their ability to achieve their mission.
8.2 Anyone who violates the Code of Ethics may be subject to disciplinary measures. The Integrity Commissioner shall review all alleged violations of the Code of Ethics. If appropriate, the Integrity Commissioner will conduct an investigation, hold a hearing and also impose sanctions, (including but not limited to a recommendation to remove a Director and/or suspend the membership of ESIC of the member organisation that appointed the Director under the ESIC Constitution) in accordance with the Disciplinary Procedure.
8.3 Each Director has the obligation not only to abide by the Code of Ethics, but also to report violations of the Code of Ethics when they become aware of them.
8.4 This policy serves as a framework to guide ethical conduct, but by no means covers every situation. If Directors are unclear about the requirements of this policy they should consult the Integrity Commissioner or the Chairman. Directors have a responsibility to ask questions if they have doubts about a situation or proposed course of action.