code of conduct

Introduction
This Code of Conduct (the ‘Code’) applies to all employees (including directors) working for Darwin Depository Services B.V. (“DDS”). The Code also applies to temporary hires and people who work with DDS on a contractual basis. As a general principle DDS will conduct all business operations with honesty, integrity and transparency.

Purpose
The purpose of the Code is to define the rules for acceptable behaviour within DDS. It is important that all stakeholders have confidence in the professionalism and integrity of DDS’s personnel. Therefore, DDS will always act in the best interest of her clients and is committed to maintain high standards of professionalism and integrity. The Code also has an impact on outside business hours. All involvement in questionable practices that might harm the interests of DSS should be avoided.

The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the employees. They must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour.

Employees
DDS expects its employees to work with honesty, integrity, and with respect to others. High standards of personal behavior must be observed in the relationship with colleagues as well as in dealings with clients, suppliers, advisers and other third parties. Employees are expected to be responsible for the performance and reputation of DDS and to avoid any behavior that might harm DDS’s financial and operational performance or reputation.

Employees are also expected to respect high standards in their use of DDS equipment. The personal use of facilities like mobile phones, internet and e-mail, company cars and laptop computers is accepted, provided that they will be used in a conventional manner. Employees are expected to exercise judgment in determining what an acceptable level of personal use is.

Compliance with Laws and Regulations
DSS’s professional and integrity standards apply to Dutch laws and regulations and must be obeyed, both in letter and in spirit. In case a DDS policy conflicts with Dutch law, compliance with the law prevails. Although employees are not expected to have an in-depth knowledge of each of the relevant laws and regulations, it is important to have sufficient knowledge as to be able to determine when to seek advice from the directors or the Compliance Officer.

Business Integrity
DDS seeks competitive advantages through superior performance and never through unethical or illegal business practices. DSS will respect the rights of and deal fairly with its clients, suppliers, competitors and employees and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other illegal trade practice.

DDS and its employees conduct their business with integrity in accordance with good business practice, especially with respect to financial reporting and in dealing with third parties.

Bribes
Any offer for a bribe or improper advantage must be immediately rejected and reported to the Board of Directors.

Gifts, forms of entertainment and favours
Any gifts, forms of entertainment or favour with reasonable value may lead to loss of independence. Therefore, employees are not allowed to accept or offer any gift, form of entertainment or favour that is unreasonable in value. In practice the maximum amount to accept or to offer is 150 euro. In case the value exceeds the amount of 150 euro and there is a good reason to accept or offer this, written approval of the Board of directors is needed.

This procedure also applies to partners, family members and other persons forming part of a common household.

Behaviour
DDS expects its employees to conduct themselves in a business-like manner. Drinking as well as gambling, fighting, cursing and similar unprofessional activities are strictly prohibited during office hours. One must not conduct oneself in a way that could be construed as behaving to DDS’s detriment such as using inappropriate language, the keeping or posting of inappropriate materials in the work area or accessing inappropriate materials on one’s computer.

Discrimination
The diversity of DSS’s employees is an important asset. DSS is firmly committed to provide equal opportunities in all aspects of employment and will not tolerate any illegal behaviour, i.e. discrimination based on race, colour, religion, gender, nationality or political conviction.

Health and safety
DSS strives to provide each employee with a safe and healthy work environment. Employees have the responsibility to maintain a safe and healthy workplace by adhering to environmental, safety and health rules and practices and by reporting accidents, injuries and unsafe equipment to the Board of directors. Employees are expected to perform their work in a safe manner, free of the influences of alcohol or drugs.

Confidentiality
Any information that is entrusted to an employee by other employees, clients, suppliers or other third parties should be kept confidential and should not be used for personal gain. This includes all information that might be of use to competitors or harmful to DSS, her employees, clients or suppliers if disclosed. Examples are business and marketing plans, contents of databases and financial data and reports. The obligation to preserve this information continues after employment ends.

Conflicts of Interest
All employees are expected to have no personal activities and financial interests which could conflict with their responsibility to DDS. Employees should not seek gain for themselves or others through misuse of their positions. Even the appearance of a conflict of interest is to be avoided because this may affect DDS’s integrity and reputation. A conflict situation may not always be clear cut. In case of doubt a member of the Board of directors or the Compliance Officer is to be informed.

Invitations made to employees of DDS for outside directorships in profit or non-profit organizations should be approved by the Board of directors. This does not apply for limited or local activities at organizations with a social purpose such as schools, local sport associations or owner’s associations.

Clean desk policy
At the end of the working day desks are to be tidied. For this purpose, an under desk locker and filing cabinets are provided. The main reasons for introducing this policy are to endorse DDS’s professional image towards visiting stakeholders and requirements to keep all information confidential. A clean desk is also a sign of efficiency and effectiveness.

Private securities transactions and investments
All employees are allowed to invest in publicly traded securities, derivatives and other financial instruments without prior approval of the Compliance Officer. Investments in funds for which DDS acts as a depositary are not allowed, unless written approval of the Compliance Officer. Any employee is obliged to provide information about his investment portfolio on a request without reason of the Compliance Officer.

This procedure also applies to partners, family members and other persons, which form a common household with an employee.

Compliance and Monitoring of the Code
The Board of Directors of DDS is responsible for ensuring that the Code is communicated to -and understood and observed by- all employees. Once a year all employees confirm in writing that they have complied with the Code.

Reporting of violations of the Code
An employee violating the standards of the Code, will be subject to disciplinary action including possible dismissal. Furthermore, violations of this code may also be violations of Dutch law and may result in civil or criminal penalties for the employee concerned, the Board of directors and DDS. Violations may be reported, in confidence and without fear of retaliation to the Board of directors or to the Compliance Officer. In case of uncertainty about the application or interpretation of any legal requirement or doubt of what to do in any situation, an employee should always ask first and act later. In such situations guidance from the Board of directors or the Compliance Officer is to be sought.