Code of Conduct and Ethics Policy

Company: Tyrogen Limited (16884876)
Owner: Governing Body Chair / Responsible Officer / Compliance
Approved by: Governing Body (or delegated authority per MD/GOVERNANCE/DELEGATION OF AUTHORITY)
Status: Draft (controlled policy)
Version: 0.2
Last updated: 2026-04-05
Next review: 2026-04-30

1) Purpose

This document is Tyrogen’s canonical policy source for standards of conduct, ethics, integrity, gifts and inducements control, anti-bribery, anti-fraud, speak-up, and non-retaliation expectations across the organisation.

Tyrogen has this policy so that directors, officers, employees, contractors, specialists, panel members, and other persons acting on Tyrogen’s behalf are subject to one clear and auditable conduct framework that protects Learners and potential Learners, supports fair and lawful decision-making, preserves assessment integrity, and maintains public confidence.

This policy supports Tyrogen’s governance model for both:

• current practice-only / pre-awarding activity, and
• any future regulated awarding activity.

1.1 Ofqual alignment

This policy supports Tyrogen’s wider governance and regulatory framework, including:

• PR1 expectations of integrity, fairness, and public confidence,
• the governance and control expectations reflected in Board Terms of Reference and Delegation of Authority,
• the wider integrity and governance environment supporting Section A of Tyrogen’s recognition case,
• and the organisation’s readiness-gated approach to regulated awarding activity.

1.2 What this file owns

This file owns Tyrogen’s canonical position on:

• conduct and integrity expectations,
• honest and lawful behaviour,
• proper use of role, authority, systems, funds, and information,
• gifts, hospitality, inducements, anti-bribery, and anti-corruption rules,
• fraud, dishonesty, falsification, and misuse-of-position rules,
• speak-up / whistleblowing expectations,
• non-retaliation expectations,
• and the high-level escalation interface showing when a conduct concern must be routed into another true-owner control.

1.3 What this file does not own

This file does not own:

• conflicts declaration, assessment, mitigation, monitoring, or register mechanics, which are owned in Conflicts of Interest Policy,
• detailed malpractice or maladministration investigation workflow, which is owned in Malpractice and Maladministration Policy and Malpractice Process,
• detailed governance incident escalation steps, which are owned in Governance Change and Incident Management,
• delegated authority or reserved-matters mechanics, which are owned in Delegation of Authority and Board Terms of Reference,
• financial approval thresholds or finance-control process mechanics, which are owned in Financial Controls and Monitoring,
• or document-control requirements, which are owned in Document Control.

Where those files are relevant, this policy signposts them rather than duplicating their substance.

2) Scope

This policy applies to:

• directors and senior officers,
• employees,
• contractors and advisers,
• contracted specialists and reviewers,
• committee and panel members,
• and any other person acting for or on behalf of Tyrogen in a role that could affect learners, assessments, governance, compliance, finance, reputation, or public confidence.

3) Policy position and conduct principles

Tyrogen’s policy position is that anyone acting for Tyrogen must behave honestly, lawfully, fairly, professionally, and in a way that protects learners, standards, and public confidence. Conduct that undermines integrity, conceals material facts, distorts decision-making, misuses authority, misuses confidential information, or suppresses good-faith concerns is prohibited.

Anyone acting for Tyrogen must:

1. Act honestly and with integrity.
2. Act lawfully and follow applicable policy, process, contractual, and regulatory obligations.
3. Protect Learners and potential Learners from avoidable harm, unfairness, or prejudice.
4. Protect the integrity of assessment, governance, compliance, and decision-making.
5. Declare conflicts, inducements, and other relevant interests promptly through the appropriate control route.
6. Handle confidential, commercially sensitive, personal, and assessment information appropriately.
7. Use authority, systems, funds, access, and information only for proper purposes.
8. Raise concerns promptly where misconduct, fraud, bribery, control failure, malpractice, security weakness, or other serious wrongdoing is suspected.

4) Expected standards of behaviour

4.1 Honesty, accuracy, and integrity

Individuals must be truthful, accurate, and not misleading in:

• statements made internally or externally,
• records, approvals, declarations, and evidence,
• communications with learners, centres, suppliers, partners, and regulators,
• and assessment, compliance, finance, and governance documentation.

False statements, concealment of material facts, falsification of records, dishonest omission, or deliberate misrepresentation are prohibited.

4.2 Fairness, impartiality, and proper use of role

Individuals must not misuse position, access, influence, authority, or information for personal gain or improper advantage.

This includes not:

• using Tyrogen information or relationships for undisclosed personal benefit,
• influencing decisions improperly because of personal, financial, family, political, or commercial interests,
• exerting pressure on others to reach a preferred outcome where independence or impartiality is required,
• or using governance or operational authority in a way that undermines a valid control route.

4.3 Confidentiality and information handling

Individuals must protect:

• confidential assessment materials,
• learner data and personal data,
• governance papers and case information,
• supplier, commercial, and security-sensitive information,
• and any controlled document or record whose improper disclosure could create risk to learners, standards, security, or public confidence.

Confidential information must only be accessed, used, shared, retained, or disclosed where there is a legitimate business need and an authorised route.

4.4 Respectful and professional conduct

Individuals must behave professionally and must not engage in threatening, abusive, discriminatory, bullying, harassing, retaliatory, or otherwise improper conduct.

Tyrogen expects conduct that supports fairness, trust, and the safe raising of concerns.

5) Conflicts of interest and related ethical risks

Conflicts of interest are governed primarily by Conflicts of Interest Policy. This policy does not replace that framework. Instead, this file makes clear that ethical conduct includes prompt declaration of conflicts, gifts, inducements, related-party interests, and other matters that could distort judgement or create improper influence.

Where a matter involves both conduct and conflict issues, both this policy and Conflicts of Interest Policy apply.

6) Gifts, hospitality, and inducements

6.1 Core rule

No person acting for Tyrogen may offer, give, request, or accept any gift, hospitality, favour, payment, or other benefit where it could:

• improperly influence a decision,
• reasonably be seen as compromising independence or fairness,
• create an obligation or expectation of preferential treatment,
• circumvent a control, approval, or procurement route,
• or damage confidence in Tyrogen’s integrity.

Tyrogen prohibits gifts, hospitality, inducements, or other benefits that could distort judgement, compromise independence, create preferential treatment, or damage confidence in Tyrogen’s integrity. Matters that are not clearly trivial and low risk must be declared and escalated through the appropriate governance route.

6.2 Prohibited examples

The following are prohibited:

• cash gifts or cash equivalents,
• secret commissions, kickbacks, or referral payments,
• gifts or hospitality linked to assessment outcomes, approvals, procurement, appointments, or regulatory matters,
• personal benefits offered in exchange for confidential information or favourable treatment,
• and undisclosed benefits designed to influence or reward a preferred outcome.

6.3 Declaration and escalation

Any gift, hospitality, or inducement that is offered, proposed, requested, or received and is not clearly trivial and low risk must be declared promptly to the relevant owner or governance route.

Where doubt exists, the matter must be escalated and treated conservatively.

7) Anti-bribery and anti-corruption

Tyrogen prohibits bribery and corrupt conduct in any form.

This includes:

• offering or accepting a bribe,
• using intermediaries to provide improper benefits,
• facilitating improper influence over approvals, appointments, procurement, case outcomes, results, certification, or regulatory matters,
• disguising improper payments as fees, expenses, commissions, gifts, or consultancy arrangements,
• and concealing corrupt arrangements through false or incomplete records.

Tyrogen prohibits bribery, corrupt conduct, and disguised improper benefits in any form. Any suspected bribery or corruption must be reported immediately and routed through the relevant governance, conduct, incident, or regulatory escalation path.

8) Fraud, dishonesty, falsification, and misuse of role

Tyrogen prohibits fraud and dishonest conduct, including:

• theft or misappropriation of funds, data, equipment, or other assets,
• falsification of records, invoices, claims, governance evidence, or compliance evidence,
• dishonest expense or payment claims,
• manipulation of results, learner records, or certification status,
• dishonest concealment of errors, incidents, losses, or control failures,
• misuse of systems, approvals, or access rights,
• and misuse of position for improper advantage.

Tyrogen prohibits fraud, dishonesty, falsification of records, concealment of material failures, and misuse of role or access for improper advantage. Suspected matters must be escalated promptly even where the facts are incomplete at the point of first concern.

9) Speak-up / whistleblowing and non-retaliation

9.1 Duty to raise concerns

Anyone in scope should raise concerns promptly where they reasonably suspect:

• unethical conduct,
• bribery, corruption, fraud, theft, or dishonesty,
• serious conflict of interest or undisclosed inducement,
• malpractice or maladministration,
• misuse of confidential information,
• serious governance, compliance, finance, security, or control failure,
• or conduct likely to prejudice learners, compromise assessment integrity, or damage public confidence.

9.2 Reporting routes

Concerns may be raised through:

• the relevant manager or owner where appropriate,
• the Responsible Officer or Compliance owner,
• the Governing Body Chair where the concern is serious, sensitive, or involves senior decision-makers,
• the whistleblowing route referenced in Malpractice and Maladministration Policy where relevant,
• or email: admin@tyrogen.org with the subject marked “Whistleblowing” where appropriate.

9.3 Non-retaliation expectation

Tyrogen will not knowingly permit retaliation against a person who raises a genuine concern in good faith.

This does not protect knowingly false, malicious, or deliberately misleading allegations.

9.4 Confidentiality and fair handling

Tyrogen will handle concerns as confidentially as reasonably possible, while recognising that effective investigation, safeguarding, legal process, or fair handling may require disclosure to appropriate persons.

Tyrogen requires concerns to be raised promptly through defined routes and will not knowingly permit retaliation against a person who raises a genuine concern in good faith. Concerns must be handled confidentially so far as reasonably possible and then routed into the correct owner process for investigation or action.

10) Escalation interface and true-owner routes

Depending on the nature of the concern, Tyrogen may route or escalate the matter under one or more existing controls, including:

• Conflicts of Interest Policy,
• Malpractice and Maladministration Policy,
• Governance Change and Incident Management,
• Financial Controls and Monitoring,
• Incident Response Playbook,
• and Delegation of Authority where authority, escalation, or decision-rights issues arise.

This policy owns the conduct rule, but route-specific investigation and control mechanics remain with the relevant true-owner files. Conduct concerns must therefore be escalated into the correct control path rather than handled here through duplicated process detail.

Where the concern could have regulatory significance, the Responsible Officer must consider whether further governance escalation or regulator notification is required.

11) Breaches and consequences

Breaches of this policy may result in one or more of the following, as appropriate:

• advice, instruction, or retraining,
• recusal from a decision or activity,
• removal from duties, panel membership, or system access,
• disciplinary action where applicable,
• contract review or termination,
• recovery action or financial investigation,
• referral into malpractice, incident, governance, regulatory, or criminal investigation routes,
• and notification to relevant authorities or regulators where appropriate.

12) Records and evidence

Relevant records may include:

• declarations and disclosures,
• reported concerns and triage notes,
• investigation records and outcomes,
• recusal or restriction decisions,
• governance minutes, resolutions, or Decision Log entries,
• and any associated corrective or preventive actions.

Retention should follow the applicable requirements in Document Control and related retention controls.

13) Related documents

• Conflicts of Interest Policy
• Financial Controls and Monitoring
• Malpractice and Maladministration Policy
• Governance Change and Incident Management
• Incident Response Playbook
• Delegation of Authority
• Board Terms of Reference
• Document Control

14) Change log