Code of Business Conduct
The purpose of this Code is to set forth fundamental principles to guide all of us in our day-to-day activities as employees, officers or senior managers of the Executive Office (GBR) LLP ("TEO"). The Code should be considered together with other TEO policies and procedures, including but not limited to codes of conduct embedded in our Compliance and Operational Procedures Manuals. The Code is not meant to be an exhaustive list but to be used as a guide. By following this Code and other TEO policies and procedures, by complying with not just the letter but the spirit of all applicable laws and regulations, and by applying best business practices and sound judgment at all times to our activities, we can demonstrate our commitment to our core values.
Principles of the Code:
We continue to grow as an international financial institution and will increasingly be subject to numerous laws and regulations in different jurisdictions globally. It is every member of staff's responsibility to know and understand the laws applicable to your specific job responsibilities and to comply with both the letter and the spirit of these laws.
This means that we must, at all times, avoid not only actual misconduct but also even the appearance of impropriety. If you are unclear about the applicability of the law or regulations to your specific job responsibilities, or if you are unsure about the legality or integrity of a particular course of action, you should always and immediately seek the advice of TEO’s managing Partner and Compliance Oversight Officer. Never assume that an activity is acceptable or legal merely because it is current industry practice.
1. We must, at all times, always act in the best interests of our clients, TEO and members of the public:
i. Fair Dealing
TEO seeks to outperform its competition fairly and honestly through superior performance. Every employee, officer and senior manager must, therefore, always keep the best interests of TEO's clients paramount and endeavour to deal fairly with regulators, suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.
ii. Gifts
Gifts and entertainment may create an inappropriate expectation or feeling of obligation. Therefore, you and your family members may not accept gifts or special favours (other than an occasional non-cash gift of nominal value) from any person or organisation with which TEO has a current or potential business relationship. Further, business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are only appropriate if they are in the ordinary course of business and their value is modest. If you have any questions about the appropriateness of a business gift or expense, you should contact TEO’s Compliance Oversight Officer. Giving gifts to or entertaining government employees (including employees of international organisations) may be illegal in some circumstances. Certain jurisdictions' legislation may, for example, prohibit giving anything of value, directly or indirectly, to any "foreign official" to obtain or retain business. In addition, virtually every country has enacted a domestic anti-bribery statute. Check with TEO’s Compliance Oversight Officer if you have any questions about the acceptability of conduct under these laws or the rules of the country where you are doing business, including whether prior written TEO approval is required.
iii. Conflicts of Interest
All employees, officers and senior managers of TEO must act in its best interests. Accordingly, you should avoid any activity, interest, or association outside TEO that could impair your ability to perform your work objectively and effectively or that could give the appearance of interfering with your responsibilities on behalf of TEO and or its clients. It is not possible to describe every situation in which a conflict of interest may arise. The following, however, are examples of situations that may raise a conflict of interest (unless permitted by law and TEO's policies):
Accepting special favours as a result of your position with TEO from any person or organisation with which TEO has a current or potential business relationship.
Competing with TEO for the purchase or sale of property, services, or other interests.
Acquiring an interest in a transaction involving TEO, a customer, or a supplier (not including routine investments in publicly traded companies).
Receiving a personal loan or guarantee of an obligation as a result of your position with TEO.
Working for a competitor while an employee of TEO.
Directing business to a supplier or any third-party service provider owned or managed by, or which employs, a relative or friend.
Employees, officers and senior managers should promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to Compliance. Involvement in certain outside activities may also require the prior written approval of TEO (particularly if you are an authorised or licensed person by a relevant Regulatory Authority). You should consult policies applicable to your business area for specific reporting and approval procedures.
Senior managers should also disclose any actual or potential conflicts of interest to the Managing Partner and to the Compliance Oversight Officer, who shall determine the appropriate resolution. All senior managers must recuse themselves from any Executive Committee discussion or decision affecting their personal, business or professional interests.
2. We must, at all times, seek to both develop and protect TEO's interests:
i. Corporate Opportunities
You owe a duty to TEO to develop its interests. No employee, officer, or senior manager may use their position, corporate property, or information for personal gain. No employee, officer or senior manager may take TEO opportunities for sales or purchases of products, services or interests for their own personal interest. Business opportunities arising from your position in TEO or through the use of corporate property or information belong solely to TEO.
ii. Proprietary and Confidential Information
Proprietary and confidential information generated and gathered in our business is a valuable TEO asset. Protecting this information is critical to TEO's reputation for integrity and its relationship with its clients and ensures compliance with the financial services industry's complex regulations. Accordingly, you should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorised by TEO or required by law.
"Proprietary Information" includes all non-public information that might be useful to competitors or harmful to TEO or its customers if disclosed. It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information. Of course, you should also respect the property rights of other companies.
"Confidential information" is information that is not generally known to the public about TEO, its clients, or other parties with whom TEO has a relationship and that expect a duty of confidentiality.
The unauthorised use or distribution of proprietary or confidential information violates our policy and could be illegal. In addition, such use or distribution could have negative consequences for us and the individuals involved, including potential legal and disciplinary actions. Therefore, your obligation to protect our proprietary and confidential information continues even after you leave us, and you must return all such information in your possession upon your departure.
iii. Systems and Assets
TEO's policies regulate the use of its systems, including telephones, computer networks, electronic mail and remote access capabilities. Generally, you should use TEO's systems and property only for legitimate TEO business. Under no conditions may you use our systems to view, store, or send unlawful, offensive or other inappropriate materials. You may obtain copies of our policies from Compliance. Also, protecting TEO's assets against loss, theft, waste, or other misuse is the responsibility of every employee, officer and senior manager. Any suspected misuse should be reported to the Managing Partner and Compliance Oversight Officer promptly.
3. We must, at all times, seek to prevent the misuse of inside information:
Using inside information to deal with any financial instrument or to 'tip-off' a family member, friend, or any other person (collectively known as a "Connected Person") is illegal. In addition, all non-public information about TEO or its clients (including potential clients) or counterparties that may have a significant impact on the price of a security or other financial instrument or that a reasonable investor would be likely to consider important in making an investment decision, should be regarded as inside information.
You may never, under any circumstances, deal in, encourage others to deal in (whether on your behalf or not) or recommend securities or other financial instruments based on (and in some circumstances, while in possession of) inside information.
Misusing inside information may result in disciplinary action by TEO, up to and including termination of your employment. Misusing inside information may also end your career in the financial services industry and result in civil and criminal penalties, including imprisonment by the relevant authorities.
To protect against insider dealing or even the appearance of insider dealing, TEO has strict policies governing employee, officer and senior manager dealings for their own and or Connected Person accounts. You are required to familiarise yourself with and comply with these policies. If you have any questions about your ability to deal in any securities and or financial instrument, you should contact Compliance.
4. We must, at all times, provide transparent, fair and not misleading information:
TEO has a responsibility under legislation to communicate clearly and effectively so that any third party (whether they are clients, regulatory authorities and or the general public) is provided with complete and accurate information in all material respects. Accordingly, to the extent that you are involved in preparing materials for dissemination to such third parties, you should ensure that the information in these materials is transparent, fair and not misleading.
In particular, our senior managers shall endeavour to promote full, fair, accurate, timely and understandable disclosure in our public communications, including documents that we file with or submit to the Financial Conduct Authority ("the FCA") in the United Kingdom and to any other regulators or relevant authority, as permitted under the applicable law. If you become aware of a materially inaccurate or misleading statement in a public communication, you should report it immediately to the Managing Partner and Compliance Oversight Officer.
5. We must, at all times, keep accurate and up-to-date records:
TEO must maintain accurate and complete records of all aspects of its business in accordance with its regulatory requirements. Every financial services activity undertaken by TEO must be recorded correctly and promptly. TEO, therefore, expects you to be open and accurate when providing information for these records. You are prohibited from making any false or misleading entries or deleting entries in TEO's records. In particular, senior managers must ensure that all financial information included in our records is correct and complete in all material respects.
6. We must, at all times, treat others with respect and dignity:
Consistent with our core values, including respect for individuals and cultures, we are committed to a workplace where all individuals are treated with dignity and respect. Each individual should be able to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, we expect that all relationships among persons in the workplace will be professional and free of bias, harassment or violence.
Misconduct, including discrimination, harassment, retaliation or other forms of unprofessional behaviour, even if not unlawful, may subject you to disciplinary action by TEO, up to and including termination. In addition, unlawful conduct may subject you to civil and sometimes criminal liability.
7. We must, at all times, promote a safe and healthy working environment:
We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide employees with a safe and healthy work environment and avoid adverse impacts and injury to the environment and communities in which we conduct our business. All employees, officers, senior managers, and directors must achieve this goal.
Compliance with the Code:
We are all the first line of defence against unethical business practices and violations of regulatory rules and legislation if you observe or become aware of any conduct that you believe is unethical or unlawful, whether by another employee, a consultant, a supplier, a client, or another third party, it is your duty and responsibility to communicate that information to the Managing Partner and Compliance immediately, who will take the appropriate steps to stop the misconduct and prevent its recurrence.
Suppose your concerns relate to the conduct of any senior manager. In that case, you may also report your concerns to the Compliance Oversight Officer promptly, who will notify the senior management team if the allegations of unlawful or unethical conduct have merit. Similar situations involving Compliance should be reported promptly to the Managing Partner.
If you prefer to report an allegation anonymously, you must provide enough information about the incident or situation to allow us to investigate properly.
We will not tolerate any retaliation for reports or complaints regarding the misconduct of others that were made in good faith. Open communication of issues and concerns by all employees, officers and senior managers without fear of retribution or retaliation is vital to our firm's continued success. Unless we are made aware of a problem, we cannot rectify it and ensure that it does not recur in the future. Concealing improper conduct often compounds the problem and may delay or hamper responses that could prevent or mitigate actual damage.
Consequences of Non-Compliance:
If you are an employee, officer or senior manager, this Code forms part of the terms and conditions of your employment or membership at TEO. Employees, officers and senior managers are expected to cooperate in internal investigations of allegations of non-compliance with the Code, and actual violations may subject you to the full range of disciplinary action by TEO. TEO may also report certain activities to its regulators, which could lead to regulatory or criminal investigations. The penalties for regulatory and criminal violations may include significant fines, a permanent bar from employment in the securities industry and, for criminal offences, imprisonment.
Amendments:
The Managing Partner must approve amendments to this Code. It is your responsibility to be familiar with the Code as it may be revised from time to time.
Agreement:
All employees have been notified of the Code. Therefore, by accessing any part of this Website, you accept and agree to be bound by the requirements of the Code.
Nabil Maaloul
Managing Partner