SCOTTISH RE GROUP LIMITED CORPORATE GOVERNANCE
CODE OF ETHICS & BUSINESS CONDUCT
REVISED FEBRUARY 15, 2006
WE ARE SCOTTISH RE!
These are exciting times for Scottish Re Group Limited (together with all its subsidiaries, "Scottish Re") as we continue to expand our operations around the world. We must, however, not lose sight of the principles and values that have contributed to the outstanding and long-term success of Scottish Re. An excellent reputation for integrity, fairness and professionalism is fundamental to Scottish Re's continued success.
Ethical conduct means more than just complying with the laws and regulations that apply to our businesses. It also means being honest and ethical in everything that we do. To that end, we have consolidated our Codes of Conduct and Ethics into one robust Code of Ethics & Business Conduct (the "Code") to guide us in maintaining these standards.
The Code sets forth those guidelines and policies which comprise the core ethics and compliance principles applicable to all employees, officers and directors of Scottish Re.
Scottish Re's Board of Directors has adopted the Code. Please read it carefully. We are all expected to comply with it. Any waiver of the Code for executive officers or board members may be made only by Scottish Re's Board of Directors or a committee of the Board of Directors and must be promptly disclosed to Scottish Re's shareholders. From time to time, you may be asked to indicate you have read, understand and agree to follow the Code's standards.
We also are expected to report any actual or suspected Code violations. There will never be retaliation of any kind for good-faith reports on violations or potential violations of the Code. Subject to law, noncompliance with the Code may result in civil or criminal liability and discipline, up to and including discharge. Ignorance of the law, the Code or Scottish Re policies is not an excuse.
Thank you for your cooperation.
Scottish Re
OUR MISSION
We manage capital at risk to deliver knowledge-based life reinsurance solutions to institutional business partners throughout the world.
OUR VISION
We are committed to maximizing shareholder value by becoming the preeminent global specialist dedicated to helping customers improve their financial condition by providing innovative reinsurance solutions and the highest quality capacity to manage insurable financial risks.
OUR VALUE
- Knowledge - We promote well-informed decision making in a knowledge-seeking culture that inspires curiosity and rewards creativity.
- Integrity - We honor all of our obligations and maintain the highest standards of professional ethics and honesty.
- Service - We exceed the expectations of our customers by understanding their unique needs, developing customized solutions and fulfilling our commitments.
- Stewardship - We strive to be the most profitable global risk management firm that consistently maximizes risk-adjusted returns for all stakeholders.
- Excellence - We pursue excellence and quality in all endeavors.
- Spirit - We provide our people with the opportunity to prosper in a dynamic and collegial environment based on accountability, merit and a passion to succeed.
OUR CODE PURPOSE AND APPLICABILITY
This Code will assist us in recognizing, understanding, and complying with the laws, regulations and ethical standards that govern our business activities. It is recognized, however, that, in certain areas, local variations - usually in the form of additional procedures - may be necessary given differing regulatory environments or types of business. Any such local guidelines and policies already issued will remain in full force and effect.
OUR EXPECTATIONS
Scottish Re and its operations are subject to extensive regulation throughout the world. Scottish Re expects us to comply with all laws and regulations applicable to Scottish Re's businesses. Employees who participate in or authorize a violation of the law, this Code or other Scottish Re policies may be subject to work-related sanctions, ranging from disciplinary action to termination of employment. In some instances, failure to adhere to standards may result in criminal prosecution or civil sanctions against the violator and Scottish Re. The person may also be responsible if s/he indirectly violates the Code, such as through a family member. Remember - actions that may seem of a purely local nature to you may have far-reaching, perhaps global, consequences.
In addition to the strict requirement to obey all laws and regulations, we are expected to adhere to both the spirit and the letter of proper business conduct as set out in the Code. This Code cannot anticipate all the situations we may encounter. There may be situations in which we must rely upon our good judgment. Whenever we are uncertain about the propriety of a particular course of conduct, the General Counsel or the Compliance Officer can assist us in understanding the risks and consequences of contemplated actions.
It is the responsibility of management to ensure that the principles embodied in this Code are communicated to, understood and observed by all employees. Management must positively promote these policies by personal example, clear guidance and by making advice freely available.
OUR CODE ADMINISTRATION
The General Counsel is our first point of contact to discuss all matters addressed in this Code, unless otherwise stated in this Code. We may choose to discuss any concerns or issues with our supervisors or other trusted advisor. In such case, the supervisor or advisor has the obligation to inform the General Counsel. It is the General Counsel's responsibility to decide how to further proceed and to recommend a solution. If you are unsure who to discuss concerns or issues with, you should contact the Corporate Compliance Officer or Human Resources.
OUR CONCERNS
In order to help Scottish Re maintain its standard of excellence, we are encouraged to bring our questions, suggestions and concerns about the Code or the conduct of our business to Scottish Re's attention. Information received from an employee regarding possible violations will be handled with the understanding that the reporting employee will not suffer disciplinary or retaliatory action for providing such information in good faith. Scottish Re will act with utmost discretion when reviewing and acting on information and when addressing sensitive matters.
OUR PERSONAL AND CORPORATE INTEGRITY
Confidentiality of Business Information
General Rule
As employees of Scottish Re, we have access to personal and confidential information. All Scottish Re business must be kept strictly confidential. We may be required to sign a Confidential Information Agreement to this effect.
Our customers and vendors entrust Scottish Re with important information relating to their businesses. The nature of this relationship requires maintenance of confidentiality. In safeguarding the sensitive information received, Scottish Re earns the respect and further trust of our customers and suppliers. The nature of our business and the economic well-being of the Company and its employees are dependent upon protecting and maintaining proprietary information.
Sensitive Company information may include, but is not limited to, trade secrets or confidential information relating to products, processes, know-how, customers, designs, formulas, test data, marketing data, marketing territories, accounting, pricing, salary information, business plans and strategies, negotiations and contracts, accounts, customer lists, customer preferences, inventions and discoveries.
Employment with Scottish Re assumes an obligation to maintain the confidentiality of all sensitive Company information, even after we leave Scottish Re.
Guidelines
Any violation of confidentiality seriously injures Scottish Re's reputation and effectiveness. Therefore, we do not discuss Scottish Re business with anyone who does not work with us, and we never discuss business transactions with anyone who does not have a direct association with the transaction. Even casual remarks can be misinterpreted and repeated, so we must develop the personal discipline necessary to maintain confidentiality. If we hear, see, or become aware of a break in this trust, consider what they might do with information they get from us.
If we are questioned by someone outside the Company or our department, and we are concerned about the appropriateness of giving certain information, remember that we are not required to answer. Instead, as politely as possible, we should refer such request to our manager or to the President.
No one is permitted to remove or make copies of any Scottish Re records, reports, or documents without prior management approval.
Because of its seriousness, disclosure of confidential or sensitive information could lead to immediate dismissal.
Conflicts of Interest
General Rule
A "conflict of interest" occurs when an individual's private interest interferes in any way - or even appears to interfere - with the interests of the Company. All employees, officers and directors of Scottish Re must be careful to avoid real or apparent conflicts of interest with regard to the Company.
Such conflicts, even if incurred innocently and unintentionally, present a potential for both embarrassment and financial loss to Scottish Re. We may not, therefore, use our positions or the knowledge gained therein, nor engage in any activity in a manner that creates a conflict or appearance of conflict between Scottish Re's interests and our own personal interests.
Conflict of Interest Situations
A conflict situation can arise whenever an employee, officer or director takes actions or has interests that make it difficult to perform Scottish Re work functions objectively and effectively. Conflicts of interest can also occur when we employees, officers or directors, or members of our families, receive improper personal benefits as a result of our positions in the Company, whether received from the Company or a third party.
A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to Scottish Re or its customers. Often the conflict can be dispelled through disclosure and discussion. However, in some instances it may be necessary to avoid the conflict by abandoning interest in the other entity or by having our duties at Scottish Re changed.
Guidelines
The following guidelines, while not exhaustive, are provided to assist us in identifying and avoiding situations that may constitute or create an appearance of a conflict of interest. To avoid conflicts of interest, we must not:
- participate in or benefit from any transaction (whether involving a purchase, sale, loan, settlement of claims, provision of services or otherwise) involving Scottish Re, where we or members of our immediate families have a significant interest in the transaction or in the other party(ies) involved (stock ownership is not a significant interest so long as it is of a modest amount in a corporation whose shares are regularly traded in an appreciable volume);
- divulge to any outside source any confidential information regarding Scottish Re;
- utilize any information, secured by reason of our positions, for personal advantage or profit unless the information was equally available to the general public;
- accept commissions, gifts, credit, loans, entertainment or any other favors from outside parties in connection with any transaction made by Scottish Re, which go beyond reasonable common courtesies associated with acceptable business practices;
- engage in outside employment and other activities which interfere with our duties or which involve obligations that conflict, or may be perceived or seen to conflict, with the interest of Scottish Re;
- serve as officer, director or consultant to any profit-making organization, other than an affiliate of Scottish Re, without full disclosure and prior consent.
Personal Investments
Our personal investing activities must be conducted in such a manner as to avoid actual or potential conflicts of interest with the clients of Scottish Re or Scottish Re itself. We may not use our positions at Scottish Re or use any information in our possession concerning investment opportunities by virtue of our positions to engage in personal securities transactions for our own personal benefit or that may be detrimental to Scottish Re or its clients. Also, we may not appropriate for ourselves or divert to others a business or financial opportunity in which Scottish Re would be interested without first offering it to Scottish Re. We may not use Scottish Re's property, information or position for personal gain, and we may not compete with the Company.
Gifts, Payments and Entertainment
General Rule
We may not accept compensation from another company or person for work for which we are being remunerated by Scottish Re. We or our families or cohabitants may not accept or solicit payments, gifts, entertainment or other favors which go beyond reasonable, common courtesies usually associated with accepted business practice. Such favors might be regarded as placing us or Scottish Re under some obligation to a third party who is dealing or wishes to deal with Scottish Re.
Guidelines
In this spirit, we must refuse any and all of the following from any person or company that is doing or seeking to do business with or is in competition with Scottish Re:
- gifts (including travel, lodgings, seminars, outings, meals) of more than the reasonable appropriate value;
- loans in any amount;
- excessive entertainment;
- substantial favors (e.g. employment for relatives or friends).
In addition, we may not give gifts of more than the reasonable, appropriate value to Scottish Re clients. Similarly, client dinners or any other entertainment are to be limited to what is considered reasonable and appropriate under the circumstances. For purposes of this policy, "appropriate value" is determined by local practice with the expectation that gifts are not to be extravagant or excessive in cost. Token gifts in celebration of a holiday or in recognition of a personal or corporate event such as the promotion or marriage of an officer or employee of a client are permitted, as well as making a charitable contribution in memory of a deceased relative of an employee or client.
Prohibited Payments
Making or receiving bribes, illegitimate kickbacks, extraordinary and unreasonable commissions and other unusual payments or benefits to and from any entity or person doing or seeking to do business with Scottish Re is prohibited. Scottish Re also prohibits giving, offering or promising a bribe, gratuity or kickback or other unusual payment or benefit to any public official in connection with obtaining or retaining business.
Dishonest or Fraudulent Activities
General Rule
We are expected to observe high standards of ethical, personal and professional conduct in the performance of our job responsibilities. It is expected that Scottish Re employees and associates will not engage in dishonest or fraudulent activities. Such behavior is unethical, harms Scottish Re's reputation and may result in prosecution.
Guidelines
Examples of those types of activities include, but are not limited to, theft of property or funds belonging to Scottish Re or an employee, misappropriation of Scottish Re funds or property, falsification of expense vouchers or other Scottish Re records to obtain funds, and misrepresentation of an illness or injury to obtain benefits. We also may not engage in any activity that would aid or abet any person or entity seeking to engage in illegal or unethical conduct.
Compliance with Laws, Regulations and Rules
General Rule
We are required to comply fully with all laws, regulations and rules affecting Scottish Re's business and its conduct in business matters. It is expected that Scottish Re will comply with the laws of the countries in which we operate. Where Scottish Re policy differs from local law or custom, we should follow the more restrictive policy.
Guidelines
Because the laws that are applicable to Scottish Re's businesses are often complex, and penalties for violations are severe, we should consult the Legal Department if we have any questions or concerns. If we suspect or become aware of a violation by an employee of Scottish re, it is our responsibility to report this immediately.
Insider Trading
General Rule
It is unlawful to buy or sell securities on the basis of material, non-public information (whether such information is gained in the course of employment or otherwise) for Company-owned or managed accounts, for personal accounts, or for any accounts that associates may influence, including, but not limited to, accounts of family members. This type of activity is known as "insider trading" and is prohibited by securities laws and the Company's Insider Trading Policy.
Guidelines
Information may be "material" if there is a substantial likelihood that the information would affect the price of the security or that a reasonable investor would consider the information significant in deciding whether to buy or sell a security. Information is considered to be "non-public" if it has not been disclosed to the public. Generally, information is considered disclosed to the public if it has been published in newspapers or other media, has been the subject of a press release or a public filing with the SEC and, in all cases, at least 48 hours has passed since the publication, release or filing.
Substantial penalties may be assessed against people who trade while in possession of material inside information and can also be imposed upon companies and so-called controlling persons (such as officer and directors) who fail to take appropriate steps to prevent or detect insider trading violations by the employees or associates. For violations of the insider trading law, sanctions may be imposed by law enforcement officials, as well as by the Company, up to and including termination of employment.
Antitrust
General Rule
The international economic system is based on business competition. As individuals and as employees of Scottish Re, it is our duty to abide by all national and local antitrust laws. Scottish Re supports free enterprise and will compete fairly and ethically within the framework of applicable competition and antitrust laws. Scottish Re will not prevent others from competing freely with it.
Guidelines
Although antitrust laws vary from country to country, their common purpose is to prohibit certain business practices and courses of conduct that are believed to prevent or unreasonably restrain fair competition.
The rules of fair competition apply to Scottish Re's business and employees worldwide. Unlawful trade practices or activities are illegal in most countries and violations can result in criminal as well as civil penalties, not to mention the high cost, in both time and money, of litigation. These penalties could apply to Scottish Re and the employee involved individually. Further, it is Scottish Re's policy to consider whether a particular business practice could be subject to criticism as being anticompetitive even though there is no antitrust law or regulation that specifically prohibits such a practice.
Money Laundering
General Rule
Scottish Re employees and associates must comply with all applicable money laundering prevention laws. Money laundering involves an attempt to conceal the true source of funds and typically takes one of two forms. There are transactions used to transform the proceeds from illicit activities into funds with an apparently legal source, and there are transactions that take legitimate funds and funnel them through organizations to fund illegitimate activities, such as terrorism.
Guidelines
Money laundering often involves complex financial transactions and encompasses many different types of financial products and services. Severe penalties, including substantial fines and even imprisonment, can be imposed on companies and their associates for involvement in or failure to report actual or even suspicious activities relating to money laundering.
Foreign Corrupt Practices Act
Scottish Re, as a publicly traded company in the United States, must comply with certain laws and regulations generally applicable to U.S. companies. The Foreign Corrupt Practices Act (FCPA) prohibits the giving or offering of money or anything of value, including gifts or services:
- directly or indirectly to a foreign official, a foreign political party or an official or candidate of that party, an officer or employee of the United Nations or other public international organization or a representative of any foreign official;
- for the purpose of influencing any act or decision by a foreign official, or for the purpose of persuading a foreign official to use the official's influence to affect any act or decision of a foreign government or agency or public international organization, or for the purpose of securing any improper advantage; and
- to assist the Company in doing business.
The FCPA does not prohibit any of the following:
- payments of reasonable and bona fide expenses, such as travel and lodging, that are directly related to the promotion, demonstration or explanation of a product or service, so long as the payment is not for a corrupt purpose;
- payments that are legal under a foreign country's written laws or regulations; and
- facilitating" or "expediting" payments of small value to effect routine, non-discretionary governmental action (unrelated to the process of awarding business), such as obtaining visas, arranging for utility hookups or the like, where the practice is usual or customary in the country concerned.
While the law allows certain payments to foreign officials to facilitate routine government actions, determining what is a permissible "facilitating" payment involves difficult legal judgments. Therefore, except for legally prescribed fees and similar payments, no payment or gift may be made to a foreign official related to business activities unless the transaction is approved in advance by SRGL General Counsel or a designee. Every effort should be made to eliminate or minimize such payments. If such payments are approved, they must be properly recorded in the Company's books and records.
Scottish Re and its associates will not directly or indirectly engage in bribery, kickbacks, payoffs or other corrupt business practices, in their relations with governmental agencies or customers.
OUR SHARED RESPONSIBILITIES
Respect
Scottish Re's greatest strength lies in the talent, abilities and integrity of its employees and associates. Since working in partnership is vital to Scottish Re's continued success, mutual respect must be the basis for all work and business relationships. Scottish Re therefore strives to foster a work environment and business culture that is supportive, safe and free of harassment and unlawful discrimination.
Discrimination and Harassment
Discrimination
In accordance with Scottish Re's equal opportunity policy, Scottish Re does not discriminate in employment and opportunity because of race, color, religion, sex, age, marital status, national origin, citizenship status, covered veteran status, sexual orientation, disability that does not prohibit performance of essential job functions, or any other basis protected by law.
Harassment
Sexual harassment and other discriminatory harassment are illegal and violate Scottish Re policies. Actions or words of a sexual nature that harass or intimidate others are prohibited. Similarly, actions or words that harass or intimidate based on race, color, religion, sex, age, marital status, national origin, citizenship status, covered veteran status, sexual orientation, disability that does not prohibit performance of essential job functions, or any other basis protected by law or any other unlawful basis are also prohibited.
Protection and Use of Company Assets
General Rule
All employees, officers and directors should protect Scottish Re's assets and ensure their efficient use. Scottish Re's computer system and all related equipment are intended primarily for the purpose of supporting Scottish Re and its information and operational needs. Likewise, Scottish Re will require compliance with all applicable laws and regulations relating to computers and related equipment.
Scottish Re provides employees access to the vast information resources of the internet and other computing resources, including internet e-mail, with the intention of increasing productivity. While these Scottish Re resources have the potential to help us do your jobs faster and/or smarter, there is justifiable concern that it can also be misused. Such misuse can waste time, money and potentially violate laws, ordinances, or other Company policies.
E-Mail and Voice Mail
The confidentiality of electronic messages, in particular when transmitted via the Internet, is not ensured; even when a message is deleted, it may still be retrieved and accessed. Any messages created by us are considered business records with potential legal implications. In addition, all memoranda or e-mails sent, voice mail messages left and telephone calls made by us will be taken by the recipient as a reflection of the core values, policies and ethics of Scottish Re.
Internet
Internet access from Scottish Re is primarily for business related purposes including communicating with customers, suppliers and colleagues, to research relevant topics, and to obtain useful business information. In addition, all existing laws and Company policies apply to our conduct on the Internet, especially those that deal with intellectual property protection, misuse of Scottish Re resources, sexual or gender based harassment, harassment pertaining to race, creed, religious affiliation or any other legally protected class of persons, data security and confidentiality.
Copyrights
Scottish Re does not condone the illegal duplication of software. The copyright law is clear. The copyright holder is given certain exclusive rights, including the right to make and distribute copies. Title 17 of the U.S. Code states that "it is illegal to make or distribute copies of copyrighted material without authorization." We should consult the Legal Department with any questions concerning copyrights.
OUR FINANCIAL MANAGEMENT AND DISCLOSURE
As a public company, Scottish Re must maintain strict compliance with both the spirit and the letter of all laws and regulations governing disclosure, financial reporting and records, and must exercise responsible use of and control over financial assets.
All Company employees, (including but not limited to the Chief Financial Officer and those officers performing similar functions) and associates (all collectively, "employees") must note that simply complying with the law or following widespread business practices may not be enough to comply with this Code Section. It is therefore very important that we read and understand this Code Section. If anyone has a question regarding this Code Section, then such person should contact General Counsel. If any person has information, concerns, or suspicions regarding any illegal or unethical conduct addressed in this Code Section, then such person should immediately contact the General Counsel or Chief Executive Officer ("CEO"), and also the Audit Committee of the Board of Directors.
Purpose of this Code Section
To deter wrongdoing and to promote:
-
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by Scottish Re and in Scottish Re's public communications;
- compliance with applicable governmental laws and regulations;
- the prompt internal reporting of violations of this Code Section to an appropriate person or persons identified in this Code Section; and
- accountability for adherence to this Code Section.
This Code Section must be applied in good faith and with reasonable business judgment to enable Scottish Re to achieve its operating and financial goals within the framework of the law.
Ethical Standards of Conduct
The accounting rules and controls set forth by the SEC and the Financial Accounting Standards Board must be followed. The obligations set out in the Sarbanes-Oxley Act of 2002 must also be met.
Each involved employee is responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports filed by Scottish Re with the SEC. Accordingly, all account books, budgets, project evaluations, expense accounts and other papers utilized in maintaining business records must accurately report the matters to which they relate. All assets and liabilities of Scottish Re must be carefully and properly set forth in Scottish Re's financial records. Scottish Re's outside accountants must be given full access to all information of Scottish Re necessary for them to properly conduct any audit of Scottish Re or any subsidiary or division of Scottish Re.
No employee will conceal a mistake in Scottish Re's financial reporting. All such mistakes must be fully disclosed and corrected as promptly as possible. Falsification of any Company record is strictly prohibited and will result in instant dismissal and possibly criminal charges being laid.
No employee may request or be granted a loan or payroll advance from Scottish Re. All employees must comply with all applicable securities laws and Scottish Re's Insider Trading Policy.
The highest ethical, moral and legal principles must be applied in every aspect of business dealings with other employees within the Scottish Re group of companies, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. Any activities that would involve Scottish Re in any practice that is not in compliance with this Code Section must be avoided.
Any employee who does not adhere to such standards and restrictions is acting outside the scope of his/her employment. Scottish Re will not excuse any violation of this Code Section by anyone, regardless of the person's position or the position of the one directing or requesting the violation.
Only the SRGL Board of Directors or its Audit Committee can authorize a waiver of this Code Section.
An employee has the obligation to report to the General Counsel or the CEO, and to the Audit Committee whenever an illegal, dishonest, or unethical act in violation of this Code Section is discovered or suspected by an employee. No employee will be penalized by Scottish Re for reporting his/her discovery of such acts or for reporting suspicions of such acts provided that such employee is not a party to or responsible (alone or with others) for such acts.
Conflicts of interests must be avoided by all employees. A conflict of interest exists if actions are, or could reasonably appear to be, influenced, directly or indirectly, by personal considerations or by actual or potential personal benefit or gain. If a conflict of interest is unavoidable, it must be disclosed at the earliest opportunity. Conflicts of interests can arise with respect to financial and business interests, investments, relationships with suppliers, and the offering of prizes, samples, gifts, gratuities or incentives.
Administration of this Code Section
This Code Section will be administered as follows:
Responsibility for Administration
The Audit Committee of the Board of Directors (the "Ethics Administrator") will be responsible for interpreting and administering this Code Section.
Scope of this Code Section
As deemed necessary, the General Counsel will make recommendations to the Audit Committee to ensure that (i) this Code Section conforms to applicable law, (ii) this Code Section meets or exceeds industry standards, and (iii) any weaknesses in this Code Section or any other policy of Scottish Re revealed through monitoring, auditing, and reporting systems are eliminated or corrected.
Monitoring and Auditing
The information developed by Scottish Re's independent accountants in performing their audit engagement will be made available to the Audit Committee as a means of monitoring compliance with this Code Section.
Reporting System
Any suspected violation of this Code Section will be promptly reported to the SRGL General Counsel or CEO, and to the Audit Committee.
Investigation of Violations
If Scottish Re receives information regarding an alleged violation of this Code Section, then the Audit Committee or its designee will:
- evaluate such information as to gravity and credibility;
- if necessary, initiate an informal inquiry or a formal investigation with respect thereto:
- if appropriate, prepare a written report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;
- if appropriate, make the results of such inquiry or investigation available to the public (including disciplinary action); and
- if appropriate, recommend changes to this Code Section that they deem necessary or desirable to prevent similar violations of this Code Section.
Disciplinary Measures
The Audit Committee or its designee will enforce this Code Section through appropriate disciplinary actions. The disciplinary actions include counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment, and restitution.
Upholding this Code of Ethics & Business Conduct is a commitment we make to ourselves and to all Scottish Re stakeholders.
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