Code of Ethics

FBAA Code of Ethical Conduct

INTRODUCTION

  1. This Code of Ethical Conduct (Code) applies to Members of the Federation of Bloodstock Agents Australia (FBAA).
  2. The purpose of this Code is to specify enforceable rules and standards of ethical conduct for Members of the FBAA.
  3. The Code includes ethical business practices and specific industry requirements. It should be interpreted broadly, rather than by narrow and strict interpretation.
  4. The objects of this Code are to ensure that:
    (a) Members meet a high standard of integrity and transparency;
    (b) the interests of the Principal are protected when using the services of a Member; (c) the standing of the FBAA represents best practice in thoroughbred transactions.
  5. The Code is developed in consultation with stakeholders. The Code is reviewed annually to ensure it remains effective and current. Provisions of this Code of Conduct may be amended from time to time as specific industry expectations and business practices change, by majority agreement of the Members. Amendments shall have effect from the date on which the FBAA Members Agreement is signed by Members.
  6. Members should inform clients of the Code (in a manner reasonable for the circumstances, such as on Member’s website) and their right to report a breach of the Code to the FBAA.

INTERPRETATION

  1. In this Code of Conduct the following terms have the meaning assigned to them:
    ‘Associate Member’ means a specific company with a representative invited to attend certain FBAA meetings on occasion.
    ‘Bill of Sale’ means a written statement attesting to the sale of Bloodstock to a buyer dated and signed by both the buyer and the seller or a designated representative thereof.
    ‘Bloodstock’ means all or any interest in a thoroughbred, stallion share or stallion nomination. ‘Member’ means any bloodstock agent who is an official Member of the Federation of Bloodstock Agents Australia, it also includes the company and its employees.
    ‘Principal’ means a person or entity who, either formally or informally, appoints a Bloodstock Agent to represent and or advise them in the sale or purchase of bloodstock, stallion share or nomination as in the definition above.
    ‘Principal Racing Authority’ means the body that supervises and controls thoroughbred racing in each Country, State and/or Territory.
    ‘Rules of Racing’ means the Australian Rules of Racing approved by the Australian Racing Board to ensure thoroughbred horse racing in all States and Territories of Australia is conducted according to the same general practices, conditions and integrity. It also means the rules that are issued by Principal Racing Authorities specific to each State and Territory.

OBLIGATIONS OF MEMBERS

  1. FBAA Members must not engage in:
    (a) illegal or unlawful conduct;
    (b) professional misconduct;
    (c) unsatisfactory professional conduct2 of the standard and diligence that a member of the public is entitled to expect of a Member; or
    (d) would bring the integrity of the bloodstock industry into disrepute.
  2. Members must disclose any transaction commission, rebate or payment, received or shared with third parties, to the Principal.
  3. When a member is in receipt of commission from a seller (including any stud in relation to the sale of a stallion nomimation) they must disclose to the seller and Principal if that commission is split with a third party and the amount of the split.
  4. Members must at all times act in accordance with the best interests of their Principal. This means that Members must:
    (a) not communicate any false or misleading information to anyone that may impact the value or perception of a horse they know to be under the Principal’s consideration and

(b) relay to their Principal any offer in its entirety that they receive to purchase a horse in respect of which they are acting as a selling Agent for the Principal.

Conflicts of Interest

  1. Members must not place themselves in a position where:
    (a) their personal interests conflict with the obligations that they owe to a Principal; or
    (b) the obligations that they owe to one Principal conflict with the obligations that they owe to another Principal;
    unless prior consent is obtained after full disclosure has been made to the Principal.
  2. Members must minimise the potential adverse impact of conflict of interest by disclosing business interests to the Principal. Specific disclosure includes, but is not limited to:
    (a) bloodstock in respect of which they are acting as an Agent for: (i) themselves;
    (ii) any Member of their immediate family;
    (iii) their company or any Member of their company; or
    (iv) an entity in which they have an ownership interest (other than a listed public company).
    (b) third parties with whom they have a retainer; or
    (c) third parties with whom they engage in regular dealings; or
    (c) where they are or should reasonably be aware they will or are likely to benefit,
    this requires ethical judgement to be made by the Member as to whether a real or perceived conflict of interest may adversely arise.
  3. Regarding bloodstock advice to a Principal, Members must not: (a) knowingly make any statement that is false or misleading; or
    (b) engage in any conduct, or enter into any arrangement, that is intended to falsely alter the price at which it is sold, or which is likely to have that effect.

Competency

  1. Members must take reasonable action to ensure they have sufficient understanding of the rules governing racing and other knowledge to properly undertake their business activities.
  2. Members must only undertake work in which they are competent and maintain competency in their work through continuing professional development.

Fair Trading

Members must compete fairly in the market and not attempt to displace or compete with another member by any improper or unfair means.

Records

  1. Members must ensure that where they act for a Principal the terms of their engagement are disclosed in written or verbal form unless the Principal verbally waives
    such requirement as time does not allow for it.
  2. Members must complete a written Bill of Sale for all private transations which is dated and signed by both the buyer and the seller or a designated representative
    thereof. The completed and signed Bill of Sale must be provided by the Member to the Principal in a timely manner.

Confidentiality

  1. When acting for a Principal, Members must preserve the confidentially of the Principal’s information and any information as to the existence of a Bloodstock
    transaction or negotiations in connection with it; and all information (in whatever form) contained in any discussions, reports, papers or analyses relating to the
    Bloodstock transaction.
  2. Confidential information relating to the Principal or the Bloodstock transaction must only be disclosed as authorised by the client or with the Principal’s consent, or as
    required by law, or any relevant Rules of Racing.

Integrity

  1. When a Member knows of illegal Bloodstock conduct they are obliged to report it to an appropriate Principal Racing Authority, in accordance with the law, where
    their disclosure is protected by law.
  2. Collectively, Members are responsible for upholding the standards of the Association and should report breaches of the Code to the FBAA Complaints Advisory
    Panel.

FBAA CONDUCT REVIEW AND DISCIPLINARY SYSTEM

  1. Breaches of the Code will be dealt with through the FBAA Conduct Review and Disciplinary System. It is intended that the system is accessible, independent, reasonable, fair, effective and accountable. A breach of the Code includes non-compliance with the Code’s rules and guidelines, illegal or unlawful conduct, unsatisfactory professional conduct and professional misconduct not specified in the Code.
  2. A complaint about bloodstock industry misconduct that does not involve a Member can be made to the FBAA Complaints Advisory Panel, who will direct it to the appropriate Principal Racing Authority.
    Complaints Advisory Panel
  3. If any Principal or Principal’s representative who has sold or purchased bloodstock (complainant) considers that a Member involved in the sale or purchase (respondent) has failed to comply with this Code, the complainant may make application to the Complaints Advisory Panel (the Panel) for assistance to resolve the dispute.
  4. The Panel will comprise three persons who have the following qualifications:
    (1) an experienced legal practitioner, who will chair the Panel;
    (2) the appointed President of the FBAA;
    (3) an independent person held in high esteem and character in the thoroughbred industry, with significant relevant experience and high business integrity.
  5. Advisory Panelists 27.(1) and (3) will be appointed by Member poll, from a shortlist of eligible and willing persons collated by the President after consultation with Members, within two [2] weeks of a vacancy coming available.
  6. The Complaints Advisory Panel will be reviewed annually to ensure Panelists are eligible and willing persons for the role.
  7. If a Panelist has a conflict of interest with the complainant or respondent, they will be replaced for this complaint report;
    (a) Panelist 27.(1) will be replaced by a different person who fits the criteria of 27.(1);
    (b) Panelist 27.(2) and 27.(3) will be replaced by a different person who fits the criteria of 27 (3);
    as agreed by the two remaining panelists.
  8. A complaint report may be filed using the online form or in person to a Member of the Panel.
  9. If the Panel receives a complaint it will:
    (a) disclose the complaint report to the respondent within five [5] days;
    (b) review the complaint report and conduct background research, including consultation with the specific Sale Company involved in the sale, if relevant, within 14 days of the complaint being lodged;
    (c) if the Panel unanimously decides there is substance to the complaint, a conference with the complainant is to be held, which the respondent must attend. At least 14 days notice of the conference will be given to all parties;
    (d) at that conference, which may take place in one or more sittings, the Panel will seek to assist the complainant and the respondent to achieve an agreed settlement of the dispute;
    (e) if, after the conference, the Panel unanimously agrees that the respondent may have acted illegally or unlawfully or against the Rules of Racing, the case will be referred to the Principal Racing Authority in that jurisdiction;
    (f) if a settlement cannot be reached, the Panel may make such directions and use such procedures as it considers are appropriate to assist the parties to settle the dispute including:
    (i) conciliation;
    (ii) mediation; or
    (iii) neutral evaluation, but it may not seek to determine the dispute by way of arbitration or determination.

ENFORCEMENT

  1. Where the Panel unanimously agrees a Member has failed to comply with one of the Code provisions, the Panel may take disciplinary action for that breach and impose FBAA Membership sanctions as determined at its discretion.
  2. Prior to any disciplinary action being taken by the Panel against a Member it must: (a) give the person written notice of:
    (i) the alleged conduct that is said to constitute the breach;
    (ii) the relevant provision or provisions of the Code that the person is alleged to have breached;
    (b) give the person the right to make written submissions and submit written evidence in response within seven [7] days of being notified; and
    (c) provide its determination in writing.