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FRATRES
Conduct & responsibility

ESG & Responsible Business Policy

Environmental, social and governance commitments applied to the projects the firm supports and the mandates it accepts.
Document reference
FGL-LEG-16
Version date
1 July 2026
Applies to
Fratres Limited

1.Purpose, scope and application

1.1
This ESG and Responsible Business Policy (the Policy) sets out the environmental, social and governance standards that Fratres Limited (the Company, registered in England and Wales) applies when deciding whether to accept a mandate, how it conducts that mandate, and the expectations it places on the clients, counterparties and projects with which it works.
1.2
The Policy exists because the Company advises on projects that change places. Investment facilitation in energy, extractives, ports, transport corridors, aviation and economic zones affects land, water, habitat, heritage and the livelihoods of people who did not choose the project and are rarely in the room when it is designed. The Company treats those consequences as a matter of professional obligation, not of reputation management.
1.3
The Policy binds every director, officer, employee, consultant, secondee, contractor and agent of the Company, in every jurisdiction in which the Company operates, including the United Kingdom and the People’s Republic of Bangladesh. Compliance is a condition of engagement and of continued engagement.
1.4
The Policy applies at four points: at intake, when a Mandate is screened under clause 5; at structuring, when the Company advises on how a Project should be assembled; during delivery, when the Company monitors under clause 15; and at exit, when the Company decides whether to continue. It is not a statement of aspiration to be consulted at the end.
1.5
The Policy is to be read with the Anti-Bribery and Anti-Corruption Policy (FGL-LEG-10), the Client Due Diligence and Know Your Customer Standard (FGL-LEG-09), the Sanctions and Export Controls Policy (FGL-LEG-11), the Modern Slavery and Human Trafficking Statement (FGL-LEG-15), the Conflicts of Interest Policy (FGL-LEG-13) and the Whistleblowing and Speak-Up Policy (FGL-LEG-14). Where two documents address the same matter, the more demanding requirement shall prevail.
1.6
The Policy does not create rights enforceable by any third party. It is not a warranty, a certification, an assurance opinion or a statement that any Project meets any standard. Clause 4 states plainly what the Company can and cannot control.

2.Interpretation and definitions

2.1
In this Policy, headings are for convenience only and do not affect construction; the singular includes the plural and the plural the singular; a reference to a statute, statutory instrument, convention or international standard includes that instrument as amended, extended, consolidated, re-enacted or superseded; and the words “including”, “in particular” and “for example” are illustrative and do not limit the words preceding them. “Must” and “shall” denote a mandatory requirement. “Should” denotes the expected approach, from which departure must be recorded, reasoned and approved.
2.2
The following defined terms are used throughout the Policy.
Affected Community
Any community, household or individual whose land, livelihood, health, safety, access to resources, cultural practice or physical environment is or may be affected by a Project, whether or not that person holds a recognised legal title or interest.
Counterparty
Any client, sponsor, developer, joint venture partner, local partner, contractor, operator, lender, introducer or other party with whom or in relation to whom the Company acts on a Mandate.
Critical Habitat
Areas of high biodiversity value as described in IFC Performance Standard 6, including habitat of significant importance to critically endangered or endangered species, to endemic or restricted-range species, to globally significant concentrations of migratory or congregatory species, to highly threatened or unique ecosystems, or associated with key evolutionary processes.
E&S
Environmental and social, referring collectively to the matters addressed by clauses 6 to 12 of this Policy.
ESIA
An environmental and social impact assessment: a structured assessment of the direct, indirect and cumulative environmental and social risks and impacts of a Project, together with the measures proposed to avoid, minimise, mitigate, restore and, as a last resort, compensate for them.
Exclusion List
The categories of activity set out in clause 5.3 which the Company will not support under any circumstances, and the categories in clause 5.4 which the Company will support only on the conditions stated.
FPIC
Free, prior and informed consent: consent given by an Indigenous or tribal people, through their own representative institutions, freely and without coercion, in advance of the activity to which it relates, on the basis of full and accessible disclosure of its nature, scale, duration and effects, and capable of being withheld.
Grievance Mechanism
A defined channel through which an individual or community may raise a concern about a Project or about the Company’s conduct, and receive a substantive response, as described in clause 14.
IFC Performance Standards
The International Finance Corporation Performance Standards on Environmental and Social Sustainability, comprising Performance Standard 1 (assessment and management of environmental and social risks and impacts), 2 (labour and working conditions), 3 (resource efficiency and pollution prevention), 4 (community health, safety and security), 5 (land acquisition and involuntary resettlement), 6 (biodiversity conservation and sustainable management of living natural resources), 7 (Indigenous Peoples) and 8 (cultural heritage), read with the World Bank Group Environmental, Health and Safety Guidelines.
Involuntary Resettlement
Physical or economic displacement resulting from land acquisition or restrictions on land use where affected persons do not have the right to refuse, including acquisition through expropriation, compulsory purchase or negotiated settlement conducted in the shadow of expropriation.
Mandate
Any engagement, retainer, introduction, advisory instruction or facilitation arrangement which the Company accepts or proposes to accept, whether or not remunerated.
Project
The investment, development, concession, transaction, facility or programme to which a Mandate relates, including its associated facilities and its construction, operation and decommissioning phases.
Salient Human Rights Issue
A human right at risk of the most severe negative impact through a Project’s activities or business relationships, assessed by reference to the scale, scope and remediable character of the potential impact, in accordance with the UNGPs.
UNGPs
The United Nations Guiding Principles on Business and Human Rights, endorsed by the Human Rights Council in 2011, implementing the “Protect, Respect and Remedy” framework.
Vulnerable Group
Persons who by reason of gender, age, disability, ethnicity, indigeneity, caste, religion, language, migration or refugee status, landlessness, illiteracy, poverty or dependence on common property resources are at heightened risk of being disproportionately affected by a Project or excluded from consultation about it.

3.Legal framework and reference standards

3.1
The Company is incorporated and registered in England and Wales. Its directors are subject to section 172 of the Companies Act 2006, which requires each director, in promoting the success of the company, to have regard among other matters to the impact of the company’s operations on the community and the environment, to the interests of its employees, to its business relationships with suppliers and others, and to the desirability of maintaining a reputation for high standards of business conduct. This Policy is one of the means by which those directors discharge that duty.
3.2
The Company complies with the law applicable to its own operations, including the Equality Act 2010, the Health and Safety at Work etc. Act 1974, the Employment Rights Act 1996, the Modern Slavery Act 2015, the Bribery Act 2010, the Criminal Finances Act 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Sanctions and Anti-Money Laundering Act 2018, the Public Interest Disclosure Act 1998 and, in respect of personal data, the UK GDPR and the Data Protection Act 2018. The United Kingdom’s statutory net zero target under section 1 of the Climate Change Act 2008, as amended in 2019, is the frame within which the Company assesses its own emissions and those of the Projects it supports.
3.3
In respect of activity connected with Bangladesh, the Company has regard to the Bangladesh Environment Conservation Act 1995 and the Environment Conservation Rules made under it, the Environment Court Act 2010, the Bangladesh Labour Act 2006 and the Bangladesh Labour Rules 2015, the Bangladesh EPZ Labour Act 2019, the Acquisition and Requisition of Immovable Property Act 2017, the Bangladesh Water Act 2013, the Wildlife (Conservation and Security) Act 2012, the Forest Act 1927, the Antiquities Act 1968 and the Right to Information Act 2009, together with the requirements of the Department of Environment as to environmental clearance and the categorisation of industrial units and projects.
3.4
Compliance with national law is the floor and not the standard. Where national law, its enforcement in practice, or the terms of a concession fall short of the reference standards in clause 3.5, the Company shall advise the Counterparty to apply the higher standard and shall record the gap, the advice given and the response received.
3.5
The Company applies the following internationally recognised instruments as its reference standards when assessing a Project:
  • the IFC Performance Standards on Environmental and Social Sustainability, read with the World Bank Group Environmental, Health and Safety Guidelines, both the general guidelines and the applicable industry sector guidelines;
  • the Equator Principles, where a Project is or is expected to be project-financed;
  • the United Nations Guiding Principles on Business and Human Rights, and the corporate responsibility to respect human rights that they articulate;
  • the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct and the OECD Due Diligence Guidance for Responsible Business Conduct;
  • the ILO Declaration on Fundamental Principles and Rights at Work and the fundamental Conventions to which it refers, including Conventions No. 29 and No. 105 on forced labour, No. 87 and No. 98 on freedom of association and collective bargaining, No. 100 and No. 111 on equal remuneration and non-discrimination, No. 138 and No. 182 on child labour, and No. 155 and No. 187 on occupational safety and health;
  • the International Bill of Human Rights, comprising the Universal Declaration of Human Rights and the two International Covenants;
  • the United Nations Declaration on the Rights of Indigenous Peoples;
  • the Paris Agreement adopted under the United Nations Framework Convention on Climate Change, and the Nationally Determined Contributions of the states in which a Project sits;
  • the Convention on Biological Diversity and the Kunming-Montreal Global Biodiversity Framework, the Ramsar Convention on Wetlands and the Convention on International Trade in Endangered Species of Wild Fauna and Flora;
  • the UNESCO Convention concerning the Protection of the World Cultural and Natural Heritage;
  • the Voluntary Principles on Security and Human Rights, where private or public security forces are engaged in connection with a Project; and
  • the Ten Principles of the United Nations Global Compact.
3.6
Where a Project is expected to seek finance from a development finance institution, an export credit agency or a multilateral bank, the E&S requirements of that institution shall be treated as applying from the outset of the Company’s advice, and not from the date of a funding application. Retrofitting a Project to a standard it should have been designed against is the most common and most expensive failure the Company sees.

4.The Company’s role and the limits of its influence

4.1
The Company is an adviser and facilitator. It is not an owner, developer, operator, contractor, lender, insurer or certifying body. It does not construct, operate or decommission any Project. It does not hold the licences, the land, the plant or the workforce. This is a statement of fact and it determines what the remainder of this Policy can honestly promise.
4.2
The Company’s influence is real but bounded. It consists of four things and no more:
  • (a)the decision to accept or refuse a Mandate, which is the point at which the Company’s leverage is greatest and at which this Policy is applied most strictly;
  • (b)the advice it gives on how a Project should be structured, sequenced, permitted and documented, including the E&S obligations it recommends be written into transaction documents;
  • (c)the conditions it attaches to its own continued involvement, including the right to suspend or withdraw under clause 15; and
  • (d)the information it provides to a Counterparty about the standards that lenders, regulators, buyers and communities will in fact require.
4.3
The Company does not verify, audit, certify or assure E&S performance. Where verification is required, the Company shall advise that a suitably qualified independent consultant be appointed, and shall not accept an instruction to substitute its own view for that work. The Company does not issue E&S opinions and does not permit its name to be used as evidence that a Project meets any standard.
4.4
Where the Company advises on a Project, it does not thereby assume responsibility for impacts caused by the Counterparty. Under the UNGPs, the Company distinguishes between causing an impact, contributing to an impact, and being directly linked to an impact through a business relationship. The Company shall assess, and record, which of those three applies in any case in which harm arises, and shall respond in accordance with clause 15.
4.5
The Company shall not represent to any Counterparty, investor, public body or community that it can deliver an E&S outcome it does not control, and shall not accept a Mandate whose stated purpose is to create the appearance of E&S compliance rather than the substance of it. Instructions to prepare materials that overstate a Project’s environmental or social credentials shall be refused.
4.6
Where the Company’s advice is not followed, its influence is exhausted. In that circumstance the Company’s remaining obligations are to record the advice given and the departure from it, to escalate under clause 15, and to consider whether continued involvement would connect the Company to harm it has been unable to prevent.
What this Policy is

This Policy is a description of the standards the Company applies to its own decisions and the expectations it presses on others. It is not a guarantee about the conduct of Counterparties, and it should not be read as one. Its enforcement mechanism is the Company’s willingness to decline work, and to leave work it has already accepted.

5.Mandate screening and excluded activities

5.1
Every Mandate shall be screened against this Policy before acceptance. Screening is conducted in parallel with client due diligence under FGL-LEG-09, and no engagement letter may be issued until both are complete. The screening record must identify the sector, the location, the physical footprint, the affected environment, the persons likely to be affected, and the E&S issues the Company considers material.
5.2
Each Mandate shall be categorised, by reference to the magnitude of potential E&S risk, as Category A where the Project may have significant adverse impacts that are diverse, irreversible or unprecedented; Category B where impacts are limited in number, generally site-specific, largely reversible and readily addressed through mitigation; and Category C where minimal or no adverse impacts are anticipated. Categorisation determines the depth of enquiry required under clause 6 and the frequency of monitoring under clause 15, and must be reconsidered whenever the scope of the Project changes.
5.3
The Company shall not accept, and shall not continue, a Mandate in relation to any of the following, irrespective of legality in the host jurisdiction and irrespective of fee:
  • (a)any activity involving forced labour, bonded labour, compulsory labour, human trafficking, or child labour as defined by ILO Conventions No. 138 and No. 182;
  • (b)the production of or trade in any product or activity deemed illegal under the law of the host jurisdiction or under international conventions and agreements, or subject to international phase-out or ban, including ozone-depleting substances controlled under the Montreal Protocol, persistent organic pollutants listed under the Stockholm Convention, and hazardous chemicals subject to the Rotterdam Convention prior informed consent procedure;
  • (c)the manufacture of or trade in weapons, munitions, armaments or military and paramilitary materials, and any activity involving anti-personnel mines, cluster munitions, chemical, biological or nuclear weapons or their delivery systems;
  • (d)trade in wildlife or wildlife products regulated under the Convention on International Trade in Endangered Species of Wild Fauna and Flora, and any activity involving commercial logging in primary tropical moist forest;
  • (e)the production of or trade in unbonded asbestos fibres, polychlorinated biphenyls, or radioactive materials other than medical, quality control and other civil applications where the source is trivial or adequately shielded;
  • (f)the transboundary movement of waste in contravention of the Basel Convention, and any ship recycling activity that does not comply with the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships;
  • (g)drift net fishing in the marine environment using nets in excess of 2.5 kilometres in length, and any fishing activity that is unreported, unregulated or conducted in breach of an applicable moratorium;
  • (h)any activity that would cause the degradation or alteration of a property inscribed on the UNESCO World Heritage List, a wetland designated under the Ramsar Convention, an area formally designated by the Government of Bangladesh as an Ecologically Critical Area, or a legally protected area, save where the activity is expressly permitted by the responsible authority, is consistent with the recognised management plan for that area, and is supported by independent expert assessment;
  • (i)the development of new coal-fired electricity generating capacity, new or expanded thermal coal extraction, and infrastructure whose principal purpose is the transport or export of thermal coal;
  • (j)any Project premised on the eviction of occupiers, whether or not they hold formal title, without a lawful process, adequate prior notice, meaningful consultation, and compensation and resettlement consistent with clause 8;
  • (k)any Project requiring, expecting or tolerating a bribe, kickback, facilitation payment, undisclosed commission or improper political contribution in order to obtain a licence, approval, land allocation, tariff or concession;
  • (l)speculative acquisition or aggregation of land held without a bona fide development purpose, and any arrangement designed to circumvent statutory limits on land holding;
  • (m)the extraction of sand, stone, gravel or minerals without a valid licence, or in a manner that destabilises a riverbank, coastline or hillside or that has not been assessed for its effect on flood and erosion risk;
  • (n)the production of or trade in pornographic material, and any activity involving the sexual exploitation of any person; and
  • (o)any activity intended to evade financial sanctions, export controls, environmental regulation, labour regulation or tax obligations.
5.4
The following Mandates may be accepted only with the prior written approval of the Board, recorded with reasons, and only where the conditions stated are satisfied:
  • Projects involving Involuntary Resettlement of any household, which require a resettlement action plan meeting clause 8 to be prepared and budgeted before the Company advises on financial close;
  • Projects affecting land traditionally owned, customarily used or occupied by Indigenous or tribal peoples, including in the Chittagong Hill Tracts, which require the FPIC process described in clause 9;
  • Projects in or adjacent to Critical Habitat, which require a critical habitat assessment and a demonstrable net gain in biodiversity values;
  • Projects involving the resettlement or reconfiguration of a place of worship, burial ground or site of recognised cultural significance;
  • Projects in sectors with a documented pattern of occupational fatality or serious injury in the host jurisdiction, including ship recycling, construction at height, deep excavation and underground extraction;
  • Projects with a state-owned enterprise or a politically exposed person among the sponsors or beneficial owners, which require the enhanced due diligence provided for in FGL-LEG-09 and the safeguards in FGL-LEG-10;
  • Projects involving hydrocarbon extraction, refining, petrochemicals or gas-fired generation, which require a credible assessment against clause 7; and
  • Projects involving the use of public or private security forces in connection with land access or site protection, which require adherence to the Voluntary Principles on Security and Human Rights.
5.5
Where screening identifies an issue that cannot be resolved before acceptance, the Mandate may be accepted on a limited basis confined to resolving that issue, provided that the limitation is recorded in the engagement letter, that no introduction to a public body or investor is made in the interim, and that the Mandate does not expand without fresh approval.
5.6
A refusal under this clause is a decision of the Company and requires no justification to the prospective client. The refusal, its date and its grounds must be recorded so that any subsequent approach in respect of the same Project is identified and assessed against the earlier decision.

6.Environmental and social assessment expectations

6.1
The Company expects every Project it supports to be assessed and managed in accordance with IFC Performance Standard 1. That means an environmental and social management system proportionate to the risk, comprising a policy, a process for identifying risks and impacts, management programmes with defined actions and budgets, organisational capacity and competence, emergency preparedness, monitoring and review, and stakeholder engagement.
6.2
For a Category A Project, the Company shall advise that a full ESIA be commissioned from an independent, suitably qualified consultant, scoped before design is fixed and completed before irreversible commitments are made. For a Category B Project, a targeted or limited assessment proportionate to the identified impacts is required. In each case the assessment must address:
  • direct, indirect, induced and cumulative impacts, including the impacts of associated facilities such as access roads, transmission lines, borrow pits, construction camps, spoil disposal areas and port or barge access;
  • alternatives, including the alternative of not proceeding, and the environmental and social basis on which the preferred option was selected;
  • transboundary and downstream effects, which in the Bengal delta include effects on river flow, sediment transport, salinity intrusion, drainage and flood behaviour;
  • air quality, noise, vibration, light and odour, assessed against the applicable World Bank Group Environmental, Health and Safety Guidelines where national standards are absent or less stringent;
  • water abstraction, consumption and discharge, effluent quality, and effects on groundwater and on downstream users;
  • waste streams, hazardous materials, contaminated land and decommissioning liabilities;
  • resource efficiency, including energy and water intensity and the feasibility of less resource-intensive design;
  • community health, safety and security under IFC Performance Standard 4, including traffic and road safety, structural safety, disease vectors, influx of workers and the conduct of security personnel;
  • gender-differentiated impacts, and impacts on each Vulnerable Group identified; and
  • Salient Human Rights Issues, assessed in accordance with the UNGPs.
6.3
The mitigation hierarchy applies and applies in order: anticipate and avoid; where avoidance is not possible, minimise; where residual impacts remain, restore or rehabilitate; and only where impacts remain after all three, compensate or offset. Compensation is the last step in a sequence and never a substitute for the first three. The Company shall challenge any assessment that begins at compensation.
6.4
An assessment prepared to satisfy a permitting requirement is not sufficient if it does not address the matters in clause 6.2. The Company shall advise where an assessment is scoped too narrowly, prepared too late, prepared by a consultant lacking independence from the sponsor, or based on baseline data that is materially out of date or collected in a single season where seasonality is material.
6.5
Where a Project relies on an existing site, facility or licence, the Company shall advise that an environmental and social due diligence review of existing conditions and legacy liabilities be undertaken, and that the allocation of responsibility for pre-existing contamination, unresolved land claims and outstanding labour liabilities be settled in the transaction documents rather than left to emerge.
6.6
The Company shall advise that E&S obligations be embedded in binding documents rather than recorded in a side letter, including as conditions precedent, positive and negative covenants, information undertakings, rights of access for monitoring, and events of default. An E&S commitment that no one can enforce is a commitment the Company will record as unmitigated.

7.Climate change and the energy transition

7.1
Bangladesh is among the countries most exposed to climate change on earth. Sea-level rise, cyclone intensity, salinity intrusion, riverbank erosion and heat stress are not distant scenarios there; they are present engineering and social constraints. The Company assesses every Project on two axes: the Project’s contribution to emissions, and the Project’s exposure to a changing climate over its operating life.
7.2
For every Category A Project and every Project with material combustion, process or land-use emissions, the Company shall advise that greenhouse gas emissions be estimated in accordance with the Greenhouse Gas Protocol Corporate Standard, covering Scope 1 and Scope 2 emissions and, where material, Scope 3 emissions, and that the estimate be presented against the alternatives considered under clause 6.2.
7.3
The Company shall advise that a Project be assessed for physical climate risk over its design life, addressing at a minimum flood and storm surge exposure, cyclone wind loading, extreme heat, drought and water availability, riverbank and coastal erosion, and salinity. Design life assumptions based on historic climate data alone are not acceptable, and the Company shall say so.
7.4
The Company shall advise that transition risk be assessed, including exposure to carbon pricing, to border carbon adjustment mechanisms in export markets, to buyer and lender decarbonisation requirements, and to the risk that an asset becomes stranded before the end of its amortisation period. The Company applies the disclosure architecture of the Task Force on Climate-related Financial Disclosures, as carried forward into IFRS S1 and IFRS S2, as its reference framework for that analysis.
7.5
The Company will not support new coal-fired generation, new or expanded thermal coal extraction, or dedicated thermal coal transport infrastructure, as stated in clause 5.3. In relation to gas and other hydrocarbon Projects the Company shall require, as a condition of advising, that the Project be assessed for consistency with the Nationally Determined Contribution of the host state under the Paris Agreement, that methane leakage and flaring be quantified and controlled, and that the commercial case does not depend on operating beyond the point at which the host state has committed to decarbonise.
7.6
In renewable energy Projects, the Company shall not treat the technology as self-justifying. Solar, wind and hydropower Projects create land take, displacement, habitat and hydrological impacts of their own, and are assessed under clauses 6, 8 and 11 on exactly the same terms as any other Project. Land aggregation for utility-scale solar in a densely farmed delta is a resettlement question before it is an energy question.
7.7
The Company shall not describe a Project as green, clean, sustainable, net zero, carbon neutral or climate aligned in any material it prepares unless that description is supported by evidence the Company has seen, the basis of the claim is stated, and any reliance on offsets is disclosed together with the standard under which the offsets are issued. The Company treats unsubstantiated environmental claims as a conduct issue, not a marketing preference.
7.8
In respect of its own operations, the Company shall measure its energy use and business travel emissions, shall reduce them where reduction is within its control, and shall report annually to the Board on both. The Company does not claim carbon neutrality for its own operations.

8.Land acquisition, displacement and resettlement

8.1
Land is the single most consequential social issue in the Projects the Company advises upon. In Bangladesh, population density, fragmented holdings, incomplete records of right, tenancy and sharecropping arrangements, char land, khas land and the prevalence of informal occupation mean that a legally clean acquisition can still displace people who have no document to show for a livelihood they have held for generations. The Company approaches land on that basis.
8.2
The Company expects every Project involving land acquisition or restriction on land use to be conducted in accordance with IFC Performance Standard 5 and, in Bangladesh, in accordance with the Acquisition and Requisition of Immovable Property Act 2017. Where the two differ, the more protective requirement applies.
8.3
Involuntary Resettlement must be avoided. Where it cannot be avoided, it must be minimised through the exploration of alternative Project designs, alignments and sites. Where physical or economic displacement remains unavoidable, the Company shall advise that a resettlement action plan or livelihood restoration plan be prepared before land is taken and before the Company advises on financial close, and that it provide for:
  • (a)a census and socio-economic baseline of all affected households, with a cut-off date that is publicly announced and documented to prevent both opportunistic in-migration and the exclusion of genuine occupiers;
  • (b)an inventory of losses covering land, structures, standing crops, trees, ponds, wells, businesses, access to common property resources, and disturbance;
  • (c)compensation at full replacement cost, calculated without depreciation and without deduction for salvage, and assessed by reference to actual market transactions rather than to recorded deed values, which in practice understate consideration;
  • (d)compensation and assistance for persons without recognisable legal right or claim to the land they occupy, who are entitled under IFC Performance Standard 5 to resettlement assistance and compensation for lost assets even where they are not entitled to compensation for the land itself;
  • (e)specific provision for tenants, sharecroppers, agricultural labourers, fishers, informal traders and others whose livelihood depends on the land without any interest in it;
  • (f)land-for-land compensation where livelihoods are land-based and equivalent land is available, offered as an option in preference to cash alone;
  • (g)livelihood restoration measures with measurable objectives, and monitoring against those objectives until they are met, not until the payments are made;
  • (h)transitional support covering the period between displacement and the restoration of income;
  • (i)security of tenure at any resettlement site, together with services, access and civic infrastructure at least equivalent to those lost;
  • (j)specific measures for each Vulnerable Group, including women who may hold no registered interest but depend on the land, elderly persons, persons with disabilities and female-headed households; and
  • (k)a dedicated grievance channel meeting clause 14, operating from before the cut-off date until the plan is closed out.
8.4
Compensation must be paid before possession is taken, and displacement must not occur before resettlement sites and entitlements are actually available. A schedule under which people are moved first and compensated later is not acceptable and the Company shall say so in writing.
8.5
The Company shall not advise on a Project where possession has been or is proposed to be obtained through forced eviction, through the use or threat of violence, through the withdrawal of services to induce departure, or through any process that denies affected persons notice, a hearing and an effective remedy.
8.6
Where land was acquired before the Company’s involvement, the Company shall enquire into how it was acquired, when, from whom, on what terms, and whether any claim remains outstanding. A historic acquisition that would not satisfy this clause is a legacy issue to be addressed, not a matter closed by the passage of time. The Company shall advise on a corrective action plan and shall record the response.
8.7
Where a Project is located within an economic zone, industrial park or concession area in which land was assembled by a public authority, the Company shall satisfy itself as to how that assembly was conducted before advising a client to acquire an interest. Acquisition through an intermediary does not extinguish the connection between the Project and the manner in which the land was obtained.

9.Stakeholder engagement and free, prior and informed consent

9.1
Consultation is not an event held once a design is complete. The Company expects stakeholder engagement to begin at the earliest stage at which the Project can meaningfully be described, to continue throughout the Project life cycle, and to be capable of changing the Project. An engagement process that cannot alter the outcome is a disclosure exercise, and the Company shall describe it as such.
9.2
The Company expects an engagement plan consistent with IFC Performance Standard 1 which identifies and maps all Affected Communities and other interested parties, and which provides for:
  • disclosure of relevant Project information in Bangla and in any other language in use in the affected area, in formats accessible to persons with limited literacy, and free of charge;
  • meetings held at times, in places and in formats that permit attendance by women, by wage labourers, by persons with disabilities and by those without transport;
  • separate engagement with women and with each Vulnerable Group where a mixed forum would in practice silence them;
  • a documented record of what was said, by whom, and what the Project did in response, including where a request was not accommodated and why;
  • sufficient time between disclosure and decision for communities to consider the information and to obtain independent advice; and
  • ongoing engagement during construction and operation, and not only during permitting.
9.3
Where a Project affects land or natural resources traditionally owned, customarily used or occupied by Indigenous or tribal peoples, or affects their cultural heritage, IFC Performance Standard 7 applies and FPIC is required. FPIC is not a veto exercised by an individual, and it is not satisfied by a signature obtained at a meeting. It is a good-faith negotiation with the community’s own representative institutions, conducted before commitments are made, on the basis of complete information, free of coercion or inducement, and capable of resulting in the community withholding consent.
9.4
In the Chittagong Hill Tracts and in any other area where customary land rights, traditional institutions or the arrangements made under the Chittagong Hill Tracts Regulation 1900 and the accord of 1997 are engaged, the Company shall require the FPIC process in clause 9.3 to be followed, shall require engagement with the recognised traditional and local institutions as well as with the administration, and shall treat the absence of documented consent as a bar to proceeding.
9.5
Where FPIC is required and is not obtained, the Company shall not advise the Counterparty to proceed, shall not assist in obtaining approvals for the Project as designed, and shall withdraw under clause 15 if the Counterparty proceeds notwithstanding.
9.6
The Company shall not participate in, and shall not advise a client to participate in, any engagement process which involves payments to individuals to secure their support or silence, the selection of community representatives by the Project rather than by the community, the use of law enforcement or private security to discourage attendance, or the disparagement of persons who oppose the Project.
9.7
The Company recognises that human rights defenders, environmental defenders, journalists and community representatives face particular risk in connection with land and extractive Projects. The Company shall not accept a Mandate that involves surveillance of, litigation designed to silence, or any other reprisal against such persons, and shall treat any credible allegation of reprisal connected to a Project as a matter for immediate escalation under clause 15.

10.Labour and working conditions

10.1
The Company expects every Project to meet IFC Performance Standard 2 and the fundamental ILO Conventions listed in clause 3.5, in addition to the Bangladesh Labour Act 2006, the Bangladesh Labour Rules 2015 and, where applicable, the Bangladesh EPZ Labour Act 2019.
10.2
The following are minimum expectations of every Counterparty and of every contractor and sub-contractor engaged on a Project:
  • written terms of employment in a language the worker understands, issued before work begins, stating wages, deductions, hours, overtime rates and grievance routes;
  • payment of at least the applicable minimum or industry-set wage, paid in full, on time, directly to the worker, and without unlawful deduction;
  • working hours and rest periods compliant with national law, with overtime voluntary and paid at the premium rate;
  • no forced, bonded or compulsory labour, no retention of identity documents, no recruitment fees charged to workers, and no debt arrangement that restricts a worker’s freedom to leave;
  • no child labour, with verified age documentation, and no person under 18 engaged in hazardous work;
  • freedom of association and the right to bargain collectively, without discrimination against workers who organise, and, where national law restricts those rights, no obstruction of alternative means for workers to express grievances and protect their rights;
  • non-discrimination in recruitment, pay, training, promotion and termination, and a working environment free of harassment, intimidation and sexual exploitation, with a functioning anti-harassment procedure;
  • equal remuneration for work of equal value, and specific measures to enable the safe employment of women on construction and operational sites;
  • occupational health and safety systems appropriate to the hazard, including risk assessment, safe systems of work, personal protective equipment supplied at the employer’s cost, training in a language workers understand, incident reporting and investigation, and the right of every worker to remove themselves from imminent danger without penalty;
  • accommodation, where provided, that is safe, sanitary, adequately ventilated and not a condition of continued employment;
  • the same standards applied to agency, migrant and seasonal workers as to direct employees; and
  • a worker grievance mechanism meeting clause 14, separate from the line management chain.
10.3
The Company shall advise that labour standards be extended by contract down the supply chain, that the principal contractor be made responsible for the compliance of its sub-contractors, and that the right to audit and to require remediation be reserved in the construction contract. Contractual flow-down without a right of inspection is not a control.
10.4
Where a Project involves a workforce influx, the Company shall advise that the associated risks be assessed and managed, including pressure on local housing, water and health services, road safety, the risk of sexual exploitation and abuse of members of Affected Communities, and tension between incoming and local workers. A worker code of conduct with enforceable consequences is expected.
10.5
Any credible indication of forced labour, child labour or human trafficking on a Project must be escalated immediately to the Board and handled in accordance with the Modern Slavery and Human Trafficking Statement (FGL-LEG-15). Where the circumstances give rise to knowledge or suspicion of an offence, the reporting obligations under the Modern Slavery Act 2015, the Proceeds of Crime Act 2002 and the Terrorism Act 2000 apply and are not displaced by any commercial consideration.
10.6
Within its own organisation the Company applies the same standards. It complies with the Equality Act 2010, recruits and promotes on merit, pays at least the applicable statutory minimum, does not use arrangements designed to deny employment rights, and maintains a harassment-free working environment. Concerns may be raised under the Whistleblowing and Speak-Up Policy (FGL-LEG-14), which operates within the protections of the Public Interest Disclosure Act 1998 and Part IVA of the Employment Rights Act 1996.

11.Biodiversity and natural resources

11.1
The Company expects Projects to be assessed and managed in accordance with IFC Performance Standard 6. Biodiversity is assessed at the landscape and seascape scale and not only within the site boundary, and it is assessed before an alignment or site is fixed, when avoidance is still possible.
11.2
Habitat shall be classified as modified, natural or Critical Habitat on the basis of field survey conducted across the relevant seasons by qualified ecologists, informed by the IUCN Red List of Threatened Species, recognised Key Biodiversity Area data and, where relevant, national protected area and Ecologically Critical Area designations. Desk study alone is not an adequate baseline for a Category A Project.
11.3
In natural habitat, the Company expects no significant conversion or degradation unless there are no technically and financially feasible alternatives, the benefits substantially outweigh the costs, and any conversion or degradation is appropriately mitigated. In Critical Habitat, the Company expects a Project to proceed only where there are no measurable adverse impacts on the values for which the habitat was designated, no reduction in the population of any critically endangered or endangered species, and a demonstrable net gain in those values, and only with Board approval under clause 5.4.
11.4
Particular regard shall be had to the ecosystems that define the Bangladesh delta, including mangrove systems and the Sundarbans, haor and beel wetlands, river channels and their sediment regimes, estuarine and coastal fisheries, migratory bird flyways and the habitat of species listed under the Wildlife (Conservation and Security) Act 2012. Impacts on fish migration, spawning grounds and the artisanal fishery are social impacts as much as ecological ones and shall be assessed under clause 8 as well as this clause.
11.5
The Company expects Projects to address invasive alien species, to control the introduction and spread of species through construction materials, ballast water and landscaping, and to prohibit the collection, hunting or trade of protected species by the workforce as a term of employment.
11.6
Where a Project depends on a living natural resource, including timber, fish, aggregate or agricultural commodities, the Company expects the resource to be managed sustainably and, where a credible certification system exists for that commodity, the Company shall advise that certified supply be used and that the chain of custody be documented.
11.7
Where biodiversity offsets are proposed, they shall be considered only after the avoidance, minimisation and restoration steps of the mitigation hierarchy have been exhausted, shall be designed to achieve measurable conservation outcomes reasonably expected to result in no net loss and preferably a net gain, shall be additional, and shall be secured for a duration at least equal to the duration of the impact. An offset that is neither additional nor durable is not an offset and the Company shall not present it as one.
11.8
Ecosystem services on which Affected Communities depend, including fuelwood, fodder, thatch, fish, drinking water, irrigation, pollination, flood attenuation and coastal protection, shall be identified and their loss treated as an economic displacement issue under clause 8.

12.Cultural heritage

12.1
The Company expects Projects to comply with IFC Performance Standard 8, with the Antiquities Act 1968 in Bangladesh, and with the obligations arising under the UNESCO Convention concerning the Protection of the World Cultural and Natural Heritage in respect of inscribed properties and their buffer zones.
12.2
Cultural heritage includes tangible forms such as monuments, archaeological sites, historic buildings, mosques, temples, churches, shrines, burial grounds, mounds and landscapes of cultural significance, and intangible forms such as customary practices, traditional knowledge, languages, crafts and the use of sacred natural sites. Both are assessed.
12.3
The Company expects heritage to be identified during scoping and not during excavation. Where a Project involves ground disturbance in an area of known or likely archaeological sensitivity, a survey by qualified specialists shall be undertaken before design is fixed, and the Project shall be realigned to avoid identified heritage in preference to recording and removing it.
12.4
Every Project involving excavation shall operate a chance-find procedure, agreed in advance with the responsible authority, under which work stops on discovery, the find is secured and not disturbed, the authority is notified, and work resumes only with permission. The procedure shall be a contractual obligation of the contractor and shall be communicated to the workforce in a language they understand.
12.5
The Company shall not support a Project that involves the removal or relocation of a burial ground, place of worship or site of continuing religious or cultural use, unless the affected community has been consulted in accordance with clause 9, has agreed to the proposal, and the arrangements for exhumation, reburial or reconstruction have been settled with them in advance and funded.
12.6
The Company shall not support the commercial exploitation of the cultural heritage, traditional knowledge, innovations or practices of a community without that community’s informed participation and an equitable sharing of the benefits derived.
12.7
Where a Project affects access to a heritage site, the Company shall advise that continued access be preserved or that an equivalent alternative be provided, and that the cost of doing so be included in the Project budget rather than treated as a discretionary community initiative.

13.Governance and transparency expectations of counterparties

13.1
Environmental and social performance is a function of governance. The Company assesses the governance of every Counterparty as part of Mandate screening and treats weak governance as a predictor of E&S failure rather than as a separate topic.
13.2
The Company expects every Counterparty to demonstrate:
  • a clearly identified beneficial ownership chain resolved to natural persons, established in accordance with FGL-LEG-09;
  • a board or equivalent governing body that meets, takes minuted decisions, and holds management to account, with an identified individual accountable for E&S performance;
  • anti-bribery and anti-corruption controls consistent with the Bribery Act 2010 and, in Bangladesh, the Anti-Corruption Commission Act 2004, including a prohibition on facilitation payments;
  • controls against the facilitation of tax evasion consistent with sections 45 and 46 of the Criminal Finances Act 2017, and payment of tax where economic activity occurs;
  • sanctions and export control compliance consistent with the Sanctions and Anti-Money Laundering Act 2018 and FGL-LEG-11;
  • accurate books and records, financial statements audited where audit is required, and no off-book accounts or undisclosed intermediaries;
  • disclosure of any political exposure, of any relationship between a beneficial owner and a public official involved in approving the Project, and of any interest held by an adviser to a public body;
  • a whistleblowing channel available to its workers and to third parties, with a stated prohibition on retaliation; and
  • a conflict of interest register covering directors, senior managers and their connected persons.
13.3
Where a Project involves a public body, a public procurement, a concession, a licence, a tariff determination or a land allocation, the Company expects the process to be conducted transparently and on its merits. The Company shall not act where a Counterparty seeks to obtain a decision by improper means, and shall record and escalate any request, hint or expectation to that effect in accordance with FGL-LEG-10.
13.4
In extractive Projects the Company supports the disclosure of material payments to governments consistent with the principles of the Extractive Industries Transparency Initiative, and shall advise that contracts, licences, production data and payment data be disclosed to the extent permitted by law and by the terms of the relevant instrument.
13.5
The Company shall assess, before advising on any partnership, whether a proposed local partner, agent or intermediary has the capability and resources to perform the role assigned to it, or whether the role exists principally to provide access, influence or a conduit for value. The latter shall be refused under clause 5.3.
13.6
The Company’s own governance of this Policy is exercised by its Board, which retains the decision on every Mandate requiring approval under clause 5.4, on every withdrawal under clause 15, and on any departure from this Policy. No individual, however senior, may approve a departure alone, and no departure may be approved retrospectively to regularise work already performed.
Fees do not decide

No remuneration arrangement, success fee, retainer or introduction commission may be structured so that the person deciding whether a Mandate meets this Policy benefits from the answer being yes. Screening decisions under clause 5 are taken separately from the commercial assessment of the Mandate, and the record must show that they were.

14.Grievance mechanisms and access to remedy

14.1
A person affected by a Project must be able to raise a concern without cost, without an intermediary and without fear, and must receive an answer. The Company treats the presence of a functioning grievance mechanism as a condition of a Project being properly managed, and its absence as a material finding.
14.2
The Company expects every Project it supports to operate a Grievance Mechanism meeting the effectiveness criteria in Principle 31 of the UNGPs, being legitimate, accessible, predictable, equitable, transparent, rights-compatible, a source of continuous learning, and based on engagement and dialogue with the groups it is intended to serve. In practical terms that requires:
  • (a)multiple intake routes, including in person, in writing, by telephone and through a community representative, with at least one route that does not require literacy;
  • (b)operation in Bangla and in any other language in use in the affected area;
  • (c)the ability to submit a grievance anonymously, and confidentiality for those who identify themselves;
  • (d)published time limits for acknowledgement, investigation and response, and a written outcome with reasons;
  • (e)an escalation route to a person independent of the individual or team whose conduct is complained of;
  • (f)a register of grievances recording the date, the substance, the steps taken, the outcome and the time to closure, reported to the Project’s governing body and, where relevant, to lenders;
  • (g)a specific route for grievances relating to sexual harassment, sexual exploitation and abuse, which shall be handled by a trained person and shall not be routed through the site management chain; and
  • (h)an express prohibition on retaliation, and a means of reporting retaliation itself.
14.3
A Grievance Mechanism does not limit the right of any person to pursue a judicial or administrative remedy, to complain to a regulator, or to seek the assistance of a national human rights institution, and no person may be asked to waive any such right as a condition of receiving a response.
14.4
Any person may raise a concern about this Policy, about the conduct of the Company, or about a Project on which the Company acts, through the enquiry form at fratresgroup.com/contact, marking the submission for the attention of the Board. The Company shall acknowledge such a submission within five business days, shall investigate proportionately, and shall provide a substantive response within thirty business days or, where the matter cannot be concluded in that period, an explanation of the delay and the date by which a response will be given.
14.5
Concerns raised under clause 14.4 are handled without charge. The Company shall not disclose the identity of a person raising a concern to a Counterparty without that person’s consent, except where disclosure is required by law or is unavoidable in order to investigate, in which case the Company shall inform the person before disclosing and shall consider the risk of reprisal.
14.6
Personal data submitted through a Grievance Mechanism operated by the Company is processed in accordance with the UK GDPR and the Data Protection Act 2018 and as described in the Privacy Policy (FGL-LEG-04) and the Data Retention and Records Management Policy (FGL-LEG-06). Where data is transferred outside the United Kingdom in the course of handling a concern, the safeguards in the International Data Transfer Statement (FGL-LEG-07) apply.
14.7
Where the Company has caused or contributed to an adverse impact, it shall provide for or cooperate in remediation through legitimate processes. Where the Company is directly linked to an impact through a business relationship without having caused or contributed to it, it shall use its leverage to seek remediation by the party responsible, and shall record what leverage was used and to what effect.
14.8
A complaint about the Company’s service, as distinct from a concern about a Project, may be pursued under the Complaints Handling Procedure (FGL-LEG-17). A complaint about the Company’s handling of personal data may be made to the Information Commissioner’s Office.

15.Monitoring, escalation and withdrawal

15.1
Screening at intake is not sufficient on its own. Every live Mandate shall be reviewed against this Policy at intervals of no more than six months for a Category A Mandate, no more than twelve months for a Category B Mandate, and at the conclusion of a Category C Mandate; and in every case immediately upon any change in the Project’s scope, footprint, ownership, contractor or funding, and upon any credible allegation of E&S harm.
15.2
Where the Company becomes aware of an actual or potential E&S issue on a Project, the responsible officer shall record it, assess its severity by reference to the scale, scope and remediable character of the harm, and escalate it to the Board where it is or may be severe, irreversible, affects a Vulnerable Group, involves a Salient Human Rights Issue, or has attracted or is likely to attract regulatory or public attention.
15.3
The Company shall respond in the following sequence:
  • (a)raise the issue with the Counterparty in writing, stating the standard the Company considers applicable and the gap between that standard and current practice;
  • (b)agree a corrective action plan with defined actions, owners, budgets and deadlines, and record it;
  • (c)monitor the plan against its deadlines and record slippage;
  • (d)where the plan is not implemented, suspend the Company’s work on the affected part of the Mandate and notify the Counterparty in writing that the suspension is a consequence of this Policy;
  • (e)where suspension does not produce implementation, terminate the Mandate in accordance with the Terms of Business (FGL-LEG-03); and
  • (f)where the circumstances engage a reporting obligation, report to the appropriate authority irrespective of the commercial consequence.
15.4
Escalation is not conditional on certainty. A credible allegation is sufficient to trigger clause 15.2, and the absence of proof is not a reason to defer enquiry. Equally, the Company shall not treat an allegation as established without enquiry, and shall record the basis on which it forms a view.
15.5
The Company shall consider withdrawal where continued involvement would connect it to severe harm it cannot influence, where a Counterparty conceals material information from it, where a Counterparty has misrepresented the E&S status of a Project, or where the Project as it has developed would not now pass screening under clause 5. Withdrawal shall be conducted so as to avoid, so far as possible, increasing the harm to Affected Communities, and the Company shall consider whether its departure removes the only party pressing for a higher standard before concluding that leaving is the responsible course.
15.6
Where a matter escalated under this clause also engages the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Bribery Act 2010, the Criminal Finances Act 2017, the Modern Slavery Act 2015 or financial sanctions legislation, the reporting and tipping-off provisions of FGL-LEG-08, FGL-LEG-10, FGL-LEG-11 and FGL-LEG-12 apply, and no notification may be given to a Counterparty until the position has been confirmed by the Money Laundering Reporting Officer.
15.7
No individual within the Company shall suffer any detriment for applying this Policy, for refusing to proceed with a Mandate, for escalating an issue, or for declining to prepare a document they consider misleading. Any attempt to apply commercial pressure to reverse a decision taken under this Policy is itself a matter to be recorded and escalated.

16.Reporting, governance, review and enquiries

16.1
The Board is accountable for this Policy. It shall receive a report at least annually covering the number of Mandates screened, the number refused and the grounds, the Mandates approved under clause 5.4 and the conditions imposed, the issues escalated under clause 15 and their outcomes, grievances received under clause 14 and the time taken to close them, any withdrawal from a Mandate, and any weakness identified in the operation of this Policy.
16.2
Records made under this Policy, including screening records, categorisations, corrective action plans, escalations and grievance registers, shall be retained in accordance with the Data Retention and Records Management Policy (FGL-LEG-06) and shall be capable of being retrieved so that the Company can demonstrate what it knew about a Project, when it knew it, and what it did.
16.3
Every individual to whom this Policy applies shall complete training on it before working on any Mandate and at least annually thereafter, with additional training for those working on Category A Mandates covering the IFC Performance Standards, the UNGPs and the resettlement requirements in clause 8. Training records shall be retained.
16.4
The Company reports on its responsible business conduct in plain terms. It shall not publish an environmental or social claim it cannot substantiate, shall state the basis of any metric it publishes, and shall report on Mandates declined as well as Mandates accepted. The Company’s statement on modern slavery is published separately under FGL-LEG-15 in the terms required by section 54 of the Modern Slavery Act 2015.
16.5
This Policy is reviewed at least annually, and additionally whenever there is a material change in the law, in the reference standards in clause 3.5, in the sectors or jurisdictions in which the Company operates, or in the Company’s own assessment of its E&S risk. The version date shown at the head of this document is the date from which the current version applies, and it supersedes all earlier versions.
16.6
This Policy and any dispute or claim arising out of or in connection with it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, without prejudice to the right of any person to pursue a remedy available to them in the jurisdiction in which they are affected.
Enquiries and concerns

Questions about this Policy, requests for information about the standards the Company applies to a particular Mandate, and concerns about the environmental or social conduct of a Project on which the Company acts should be submitted through the enquiry form at fratresgroup.com/contact, marked for the attention of the Board. Submissions are acknowledged within five business days and answered in accordance with clause 14.4.

The Company may be unable to disclose information about a Mandate that is subject to a duty of confidence, and may be prevented by law from confirming whether a report has been made to any authority. Those constraints do not affect the Company’s obligation to investigate a concern raised with it and to act on what it finds.

Related policies
Conflicts of Interest PolicyFGL-LEG-13Whistleblowing & Speak-Up PolicyFGL-LEG-14Modern Slavery & Human Trafficking StatementFGL-LEG-15Complaints Handling ProcedureFGL-LEG-17
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