CODE OF BUSINESS CONDUCT
September 2021
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Contents GENERAL.................................................................................................................................. 3 APPLICATION ........................................................................................................................... 3 COMPLIANCE WITH LAWS ...................................................................................................... 3 FINANCIAL TRANSACTION INTEGRITY .................................................................................. 4 CONFLICT OF INTEREST......................................................................................................... 4 GIFTS ........................................................................................................................................ 5 CONFIDENTIALITY ................................................................................................................... 5 WORKPLACE HARASSMENT, VIOLENCE AND DISCRIMINATION ........................................ 6 INSIDER TRADING ................................................................................................................... 6 IMPLEMENTING THE CODE .................................................................................................... 7 CHANGES TO THE CODE ........................................................................................................ 8 APPENDIX A ............................................................................................................................. 9 Certification & Acknowledgement............................................................................................ 9
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GENERAL The following overriding principles guide Navacord Corp. and its subsidiaries (“Navacord”) in the conduct of its business: ▪
Honesty is characterized by truthfulness and the absence of deception and fraud. These qualities are unchanging, not relative and should not vary.
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Obeying the law, both in letter and in spirit, is a core principle of Navacord and is critical to its reputation and continued success.
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There is no conflict between attention to profit and attention to conduct; the two go handin-hand.
Individuals should question and seek clarification when they are unclear about the applicability of these principles and report and cooperate in the investigation of breaches.
APPLICATION This Code of Business Conduct applies to Navacord and each of its subsidiary broker partners, and each of their respective directors, officers and employees (collectively, the “Employees”). Navacord and its subsidiary broker partners may establish additional standards of conduct described in one or more documents that supplement this Code, but no such documents shall diminish or conflict with this Code. In instances where other standards, policies or guidelines of Navacord or its broker partners apply to the same issue, the standard, policy or guideline with the highest standard shall govern, unless this Code expressly permits another document to govern in the specific circumstances.
COMPLIANCE WITH LAWS All Employees must respect and obey the laws of the various jurisdictions in which Navacord operates and avoid even the appearance of impropriety. Although Employees are not expected to know the details of all of these laws, it is important to know enough to determine when to seek advice from their supervisor or other appropriate personnel available to assist in determining applicable legal requirements and to seek the advice of legal counsel where appropriate. Whenever an Employee is in doubt about the application or interpretation of any legal or regulatory requirement, the Employee should refer the matter to his or her superior who, if necessary, should seek the advice of Navacord’s legal counsel.
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FINANCIAL TRANSACTION INTEGRITY No payment by or on behalf of Navacord shall be made without adequate supporting documentation. No undisclosed or unrecorded fund or asset of Navacord shall be established or maintained for any purpose. Employees must comply with legal requirements, generally accepted accounting principles and Navacord’s accounting controls. Complete and accurate information is to be given in response to inquiries from Navacord’s internal and outside independent auditors.
CONFLICT OF INTEREST Each Employee owes primary business loyalty to Navacord and shall avoid engaging in any business or other activity that may conflict with the best interests of Navacord or that adversely influences the proper discharge of the Employee's obligations, duties and responsibilities to Navacord. It is the Employee’s responsibility to identify and to report any possible, actual or perceived conflict of interest regardless of whether the Employee derives benefit. Conflicts include the following: ▪
Engaging in any business or other interest outside Navacord that creates an unreasonable demand upon the time and effort of the Employee while on the job or that requires or creates an obligation, interest, distraction or participation that could interfere with the independent exercise of judgment or efforts in Navacord’s best interests.
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Serving as a director, officer or employee of, or performing services or consulting work for, any organization that has dealings with, or competes with, Navacord. For clarity, the holding of interlocking directorships or other interests by employees of Madison Dearborn Partners shall not conflict with the foregoing.
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Controlling, directly or indirectly, including having any material interest in, any organization that supplies goods or services to, or competes with, Navacord.
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Influencing negotiations or transactions between Navacord and its suppliers, contractors, customers or other outside parties, where there is a personal, commercial or financial interest in the outcome of the negotiations or transactions beyond those in the ordinary course of the Employee job.
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Any participation, directly or indirectly, in any bribes, kickbacks, indirect contributions or similar payments to any public official or other government personnel.
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Seeking, accepting or offering, directly or indirectly, any payments, commissions or fees that are excessive in relation to the services rendered or any discounts, gifts, excessive entertainment, services, valuable privileges, loans (other than conventional loans from lending institutions) or other favours from or to any public official or any person or business organization that does, or seeks to do, business with, or is a competitor of, Navacord, except, in respect of gifts, as permitted in the following section.
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GIFTS Modest favours, gifts or entertainment may be accepted or furnished by Employees (excluding, for certainty, from or to public officials or other government personnel) if the Employee’s duties permit them to do so, provided that the following criteria are met: ▪
The public disclosure of the facts would not embarrass Navacord, the Employee or the recipient or giver;
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The practice does not contravene any law and is in accordance with generally accepted business practice; and
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The items in question are not in the form of cash or securities.
Navacord and broker partners may institute additional rules governing the giving and receiving of gifts but such rules may not derogate from the above criteria.
CONFIDENTIALITY Employees shall not disclose Navacord’s systems, operations, records, strategies or business plans to any person other than as directed by Navacord. Also, Employees shall not use, for their own purposes or for the purposes of others, any such information they may acquire in relation to the business or operation of Navacord. Employees shall return all materials containing such confidential information to Navacord immediately upon the cessation of their employment or upon request by Navacord at any time. Confidential information about Navacord, its customers, clients, suppliers, or employees should not be divulged to anyone other than persons who are authorized to receive such information. When an Employee is in doubt as to whether certain information is confidential, the Employee should not disclose without first seeking clarification from their supervisor. The foregoing extends to both external and internal disclosure. Care must be taken to safeguard the confidentiality of information (both internal and external). For example, sensitive documents should not be left lying on desks. Visitors should not be left unattended in offices containing confidential documents. Confidential material should not be discussed in common places where one may be overheard. Confidential information obtained as a result of employment with Navacord shall not be used by an Employee for the purpose of furthering any private interest, or as a means of making personal gains. Use or disclosure of such information can result in civil or criminal penalties, both for the individuals involved and for Navacord. In the course of any job, an Employee may become aware of personal and confidential information. Navacord depends on the integrity and loyalty of each Employee to keep private all such information. Each Employee may also depend on their supervisor to keep confidential any personal matters discussed.
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The personal information of individuals receiving services from Navacord must be treated with strict confidentiality. Employees who have access to such information shall use and disclose it only in accordance with applicable legal requirements.
WORKPLACE HARASSMENT, VIOLENCE AND DISCRIMINATION Navacord is committed to providing and sustaining an environment in which the dignity and worth of all Employees is recognized and which contributes to personal productivity and the quality of working life. Each employee has the right to work in a professional environment that is free from harassment, violence and discrimination, including discrimination based on race, national or ethnic origin, colour, religion, age, sex, sexual orientation, gender identity or expression, marital status, family status, genetic characteristics or disability, and any other ground of discrimination prohibited applicable law.
INSIDER TRADING Employees should not buy or sell securities in any public company that is a customer of Navacord or any broker party (a “Public Client”) until the Employee has reviewed and is familiar with this section. Failure to comply with the requirements and restrictions contained in this section could result in the Employee breaching applicable securities laws and regulations, which could lead to fines or other punishments being imposed on the Employee, including criminal penalties. In the course of employment, Employees may gain knowledge of material, non-public information relating to Public Clients. No Employee may purchase or sell, or tell someone else to purchase or sell or to not purchase or sell (known as “tipping”), securities of a Public Client (shares, debt or other tradable commodity) if that Employee knows material information relating to that Public Client that has not been publicly disclosed. Further, if an Employee knows material information relating to a Public Client that has not been publicly disclosed, that Employee is not allowed to communicate that information to anyone else except in the necessary course of the Employee's employment duties to Navacord. This section does not apply to prevent Employees from buying or selling securities of mutual funds or similar instruments that in turn hold securities in Public Clients. In general terms, information relating to the business and affairs of a Public Client is material if: ▪ ▪ ▪
such information would reasonably be expected to result in a significant change in the market price or value of the Public Client’s securities if such information were public, there is a substantial likelihood that the information, if made public, would have been viewed by a reasonable investor as having significantly altered the total mix of information made available, or there is a substantial likelihood that a reasonable person would consider such information important in deciding whether to buy, sell or keep the Public Client’s
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securities. Employees should take a conservative approach to whether information is material to help protect Employees and avoid a securities commission investigation of your trading activity. Examples of inside information include financial results; financial forecasts; possible mergers, acquisitions or dispositions; knowledge of important product developments; significant gains or losses of property; and changes in senior management. Material information is non-public if it has not been released in a manner making it available to investors generally. Employees should assume that any material information is non-public unless it has been publicly disclosed in a news release issued by the Public Client, and such news release has been public for at least two business days. The foregoing is not intended to, and does not, limit any obligations an Employee owes under applicable laws and Employees who trade in securities of Public Companies should familiarize themselves with those obligations independently.
IMPLEMENTING THE CODE There are two broad actions we can take to ensure that the Code is carried out in practice: ▪
The first action is to provide an environment that supports open dialogue about issues. Accordingly: o
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Employees are encouraged to seek counsel for help handling difficult judgment decisions – those “grey areas” where it is often hard to pinpoint what is required. The Navacord system is very simple: ask the person to whom you report. Never hesitate to talk to a supervisor about the Code, no matter how small or insignificant the question may seem. Remember, the time to bring up a question regarding the Code is before rather than after the fact.
The second action is to establish a process that will make this Code an integral part of managing our business. This process is as follows: o
Any Employee who knows of a violation or a potential violation must report it immediately. The normal report would be to the person to whom the Employee reports or, as applicable, a broker partner head. In situations where an Employee is uncomfortable doing so, reports can be made through Navacord’s Whistleblower Policy – which, in addition to establishing certain processes and procedures for reporting, prohibits retaliation or retribution for any report of an alleged violation.
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Supervisors and broker partner and Navacord functional heads are to maintain an “open door” policy with regard to questions about the Code. No one should be uncomfortable handling a question concerning the Code.
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Supervisors who receive reports of alleged violations are to investigate any alleged violation of the Code and otherwise support their staff in handling difficult judgment decisions in “grey areas”, including, as necessary, directing staff to other internal or external resources and, as applicable, to report same to their supervisor or, if they are uncomfortable doing so, via the processes and procedures established in the Whistleblower Policy.
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Employees who violate the Code may be subject to discipline up to and including termination. Employees may also be subject to discipline for being aware of a violation and failing to report it. Further discipline may be appropriate where a responsible Employee’s failure to detect a violation is attributable to their negligence or reckless conduct.
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Employees shall be required to sign a certification and acknowledgement in the form appended hereto as Appendix A upon becoming an employee in which they certify and acknowledge that: (1) they have read the Code and understand its contents, (2) they will comply with the Code, (3) they will neither encourage nor condone instances of non-compliance on the part of any employee reporting to them, (4) they will report and investigate, in accordance with the Code, all violations or potential violations that they become aware of, (5) they understand that failure to comply with the Code could result in discipline, as applicable, up to and including termination of employment, and could also result in criminal charges, and (6) they will, on a regular basis determined by the Company, provide confirmation of the foregoing including any changes made to the Code from time to time.
CHANGES TO THE CODE Navacord may make changes to the Code from time to time in its discretion and Employees will be required to acknowledge and agree to such changes from time to time as set out above.
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APPENDIX A Certification & Acknowledgement I have received a copy of the Navacord Code of Business Conduct (the “Code”). I certify and/or acknowledge that: • • • • •
I have read the Code and understand its contents; I will comply with the Code; I will neither encourage nor condone instances of non-compliance on the part of any employee or third-party; and I will report and investigate, in accordance with the Code, all violations or potential violations that I become aware of; and, I understand that failure to comply with the Code could result in discipline, as applicable, up to and including termination of employment, and could also result in criminal charges; and,
I acknowledge that the Code is only a statement of principles for individual and business conduct and does not constitute an employment contract nor does the provision of this Certification and Acknowledgment assure continued employment.
_________________________ Name: _________________________ Title: _________________________ Date:
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