CODE OF
CONDUCT

1. MISSION, VISON & VALUES

1.1 INTRODUCTION

Align provides investor and business advisory services to corporate as well as individual high net- worth clients who wish to do business in Europe through the Netherlands. To establish your business in the Netherlands and to fully take advantage of what the country has to offer you need professional partners with deep expertise and a true alignment to your interests.

At Align we support businesses and individuals with complete discretion and long- term commitment, assuring compliance, and enabling opportunity. We work with our clients to explore the possible, leveraging our network and our intimate understanding of the business environment.

We believe that business should never be boxed in by bureaucracy or formulaic thinking. And because opportunities are unpredictable, creativity, connectivity and a wealth of capabilities are all crucial.

Align is a small, boutique business with a big, borderless promise. We provide Opportunity to Flourish.

1.2 CORE VALUES

Align has defined three areas of attention in its mission statement.

Clients

Align feels part of our client’s organizations and treat their businesses as if they were our own. Of course, we remain an advisor and as a result require to be critical if we do not agree with our client’s opinion or actions. In these cases you can expect us to tell it as it is and to come forth with solutions.

Services

First Align builds a shared understanding of our clients’ needs and goals. Then we align expert advice, personal support and a dynamic network of connections to explore creative possibilities and develop customized services. The result is real presence and the opportunity to flourish with confidence.

Organisation

In order to deliver what we promise, Align has secured the employment of highly educated, multi- lingual and experienced professionals in order to create an environment stimulating initiative and creativity based on integrity and sustainability and a service minded attitude.

2. CODE OF CONDUCT & SOCIAL RESPONSIBILITY

2.1 GENERAL

The Code is a compilation of rules, policy statements and expectations intended to assist each and every employee, manager and director in making decisions about their business conduct. The Code is a reference and a basic standard for how we must approach our work, our relationships with stakeholders of Align, our decisions and our actions.

Each and every one of Align is accountable for our actions and each and every one of us is responsible for knowing and abiding by the policies that apply to us. Managers have a special responsibility, through example and communication, to ensure that employees under their supervision understand and comply with the Code and other relevant policies

This Code provides guidance for making decisions in a variety of circumstances. We operate in a dynamic environment where it is not always possible to anticipate on every possible situation, by means of company rules and regulations. In such cases we continue to rely on the personal integrity and honesty of each employee within Align.

Corporate Social Responsibility (CSR) is defined as the voluntary activities undertaken by a company to operate in an economic, social and environmentally sustainable manner. Any business should be:

  •  Accountable for its impact on society, the economy and the environment.
  • Transparent in its decisions and activities that impact society, the economy and the

    environment.

  • Respectful of human rights and recognize both their importance and their universality.

The standards for what is considered as socially responsible are constantly changing. Align is committed to ensure that any business undertakings are conducted as ethically as possible by following the below policy. Furthermore, Align ensures that it takes ethical and careful decisions regarding the parties with which it is doing business with.

2.2 COMPLIANCE & REPORTING VIOLATION

Align and all employees are bound to follow the standards as set out in this policy. Agreement to comply with this policy is a condition of employment at Align. All employees must familiarize themselves with the content.

If there is a reason to suspect that anyone at Align or the client has violated the CSR policy or if an activity takes place that could damage Align’s or the financial sectors reputation, any employee needs to report it as a potential incident via email to the compliance officer of Align including summary from the potential incident, the filled in incident procedure and supporting documentation.

An incident may for example be an unusual or unlawful transaction, a serious breach of internal directives, an unusual enquiry or investigation by authorities/supervisory bodies, an identification of a banned individual on a sanction list, knowledge of the intention to trade or transact with a party in a country under embargo, loss or justifiable suspicion of loss of Align and/or client data, knowledge or justifiable suspicion of tax evasion or its criminal facilitation, environmental violations, human rights violations, etc.

3. CLIENTS & SERVICES

3.1 PROTECTION OF INFORMATION

Confidentiality

Every employee of Align must treat confidential data with care. Company information may be defined as information about the company that is not known to third parties. For example financial data, strategic memos and reports, compliance information or similar may have significant value to others and therefore must be kept strictly confidential. Anyone who has confidential information about Align and/or its clients must not use it for personal gain or provide it to others. We expect all employees to comply with these principles and therefore, the confidentiality clause is part of the employment agreement with each employee and a breach of confidentiality has serious effect.

Privacy and Personal Data

Within the framework of applicable laws and regulations we respect the privacy of our stakeholders. In conducting our business we gather personal data from clients, suppliers, competitors and other third parties. Those data will be dealt with in a confidential manner. It will only be used for professional purposes of Align, all within the applicable legislation. Align also respects the retention period of the storage of such data and has a GDPR policy in place regarding the handling of personal data.

Communications with Press

Occasionally in our jobs, we may be approached for information by the media. It is critical that none of us makes any unauthorized statements to the media or anyone else about Align or client matters that are or may be sensitive. Any communication to the media or others in the industry or financial community must be in line with Align’s policy on media communication.

Communication

Align recognizes the importance of providing all its stakeholders reliable, honest and transparent information, if necessary in local languages. Align accepts its responsibility for informing internal and external stakeholders about its own financial, operational and social practices in a professional and transparent manner.

We must all ensure that computer and telecommunication systems are used only for usual company business purposes. Occasional personal use is permitted, but is a privilege that should not be abused. By using Company systems, we are acknowledging that these may be monitored by the Company.

Complaints

Align aims to deal with (if any) complaints in a positive and constructive manner. Align reassures clients that their feedback is valuable and that Align is committed to resolve their issues in a fair, timely and efficient manner. Clients can send an email to one of the directors of Align.

3.2 CONDUCTING BUSINESS WITH INTEGRITY

In view of the important role of Align as a gatekeeper for the establishment of new business opportunities within the Netherlands and other countries within Europe, it is imperative that not only our employees comply with standards of the Code but also our business partners, such as clients, suppliers, feeders and other business partners.

We expect from both our employees and business partners that they show integrity, reliability and honesty within our and their organization. Below subjects give a non-limitative overview of areas whereby integrity plays an important role.

Anti-money laundering, corruption, counter terrorist financing, insider trading, sanctions

Financial and economic crime is a major problem in our contemporary society and comes in many forms such as money laundering, corruption, terrorist financing, insider trading and non-compliance with sanctions. Laws to combat money laundering and the financiaing of terrorism are designed to prevent the financial market from being misused. Align acts as a gatekeeper which includes a thorough customer due diligence (CDD) research and the ongoing monitoring of the client relation and client’s transactions to identify possible incidents that fall within this category, such as unusual transactions, investigation by authorities, banned individuals on sanction lists, countries with embargo, criminal facilitation etc.

Anti-bribery

We do business on the basis of honest and ethical management, trust and integrity. We expect the same from everyone with whom we are doing business with. Align will not accept any influence on the decision making of people based on promises, gifts, bribes or kickbacks, or by any other measure that is unethical or that will harm our reputation for honesty and integrity. Even the appearance of such conduct shall be avoided.

Many other countries also have anti-bribery laws. We are responsible for complying with all applicable anti-bribery laws of the countries in which we are doing business, regardless of the local customs.

Tax evasion

Tax fraud or tax evasion is fraud related to taxes. By presenting an inaccurate picture of reality to the authorities. Tax fraud can involve a variety of taxes and can also be carried out in different ways. Income or assets can be concealed, or deductible items can be incorrectly entered or “inflated”. This can be done with false invoices or receipts. It can also be done by simulating a situation, whereby one can falsely claim certain facilities or a more favorable rate. Align will not work with clients that do not adhere to tax laws. In case it comes to our knowledge that a client abuses tax law or tax treaty benefits in a non-ethical manner, the relationship with the client will be immediately terminated and reported to the tax authorities. Align applies its tax policy on the assessment of the tax status of new and existing clients.

Human rights

Human rights are rights inherent to all human beings, regardless of race, sex, nationality, ethnicity, language, religion, or any other status. Human rights include the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more. Everyone is entitled to these rights, without discrimination. Align follows the UN guiding principles on business and human rights and EU legislation on human rights and expect its client’s that have a potential risk related to human rights issues to have a public policy in place whereby it states which principles they follow and how they are ensuring compliance with the policy. Align will not work and/or end a relationship with existing clients, if it appears that the client does not respect human rights.

Environmental Sustainability

Environmental sustainability is the responsibility to conserve natural resources and protect global ecosystems to support health and wellbeing, now and in the future. Since ecological conditions and economic and social systems differ from country to country, there is no single blueprint for how sustainability practices are to be carried out. Environmental sustainability is responsibly interacting with the planet to maintain natural resources and not jeopardize the ability for future generations to meet their needs. Align follows the UN goals on sustainability and EU legislation on environment and climate change. Align expects their clients to act with respect to environmental sustainability and operate their business with the appropriate responsibility. Client’s that have a potential risk related to environmental issues need to have at least a public sustainability policy in place whereby it states which principles they follow and how they are ensuring compliance with the policy. Align will not work and/or end a relationship with existing clients, if it appears that the client does not act with respect to environmental sustainability.

Antitrust Laws and Competition

Align believes that fair competition is fundamental to free entrepreneurship. We observe antitrust and competition laws where we do business. We are not involved in any arrangements, understandings or agreements with competitors affecting prices, terms upon which products are sold, or the number and type of products sold. Align expects the same from its clients and if a situation occurs that there might be a breach, Align expects that an existing client informs us.

Conflicts of interest

We depend on the trust of our clients, suppliers, feeders and other third parties. Conflicts of interest or the appearance of conflicts of interest undermine our good reputation. A conflict of interest arises in a situation in which the position of an employee within Align is used to serve personal, commercial or financial interests. Any situation in which a conflict (or the appearance of a conflict) could arise between personal interests and the interests of the Company should be avoided. If an employee or client thinks that there might be a potential conflict of interest, this should be reported by email to the compliance officer immediately.

Gifts and favors

Gifts, favors and hospitality are to be handled with great caution. Excessive gifts and hospitality can affect our business judgment and can create expectations from third parties. As a result Align can be embarrassed by its disclosure. Gifts, favors and hospitality may only be accepted when they are consistent with general accepted business practices and ethical standards and do not in any way violate applicable law. We expect our suppliers to respect our gift policy as mentioned in the employee handbook, when doing business with us, just as we will respect the similar policies of our clients. Giving gifts, favors and hospitality to our business partners are acceptable provided they are appropriate for the business purpose and are not excessive.

4. ORGANISATION

4.1 CREATING A POSITIVE WORKPLACE

Teamwork

The ongoing success of Align over the years is firmly based on the dedication, entrepreneurial involvement, creativity and passion of our employees. Align pays attention to career development, recruitment, retention, training and the safety, quality and personal well-being of the Company’s staff. Align is focused primarily on guaranteeing the Company’s continuity and supporting the operational staffing with talented people, working together as a team. Most of our relationships with stakeholders are of a long-term nature. We firmly believe in personal investment and partnerships.

Diversity

At Align, we promote diversity within our workforce and have an inclusive environment that helps each of us to fully participate and contribute to Align’s success. For us, “diversity” means not only that our employees are of many races, genders, ethnicities, etc., but also that we put everyone’s unique backgrounds and perspectives to work in ways that help us all succeed. Diversity produces better business outcomes by using everyone’s talents and points-of-view to get the job done the best way possible.

Harassment-Free/Discrimination

Align is committed to providing a work environment where we are able to perform our jobs without physical or verbal harassment of any kind. Harassment includes offensive, hostile, or intimidating words or actions. Align prohibits any form of harassment by or toward employees, contractors, vendors, or applicants. In addition to other forms of harassment, Align also prohibits any form of sexual harassment. Sexual harassment includes any unwelcome sexual advance, request for sexual favors, or other verbal or physical conduct. The Management of Align should be attentive to possible cases of intimidation or harassment and immediately report such a situation to the Board of Directors. In the event a complaint is made, our company will start an investigation and, if necessary, take appropriate action.

Equal Opportunity

Align strives to provide equality of opportunity as an employer, delivering equal opportunities to all staff and potential staff in terms of remuneration, recruitment, promotion, training and access to opportunities.
Recruitment of staff is done on the basis of equal opportunity, irrespective of gender, marital status, sexuality, color, sex, ethnic origin, religion or physical ability.

4.2 ENVIRONMENT, HEALTH & SAFETY

Drug- and Alcohol Free Workplace

We expect our employees to behave in an appropriate manner at all times. This means, amongst other matters, that the consumption of alcohol or drugs at work and during working hours is strictly forbidden. During business dinners, and company parties limited use of alcohol is allowed.

Any violation of the Align’s policy on drugs or alcohol will result in disciplinary action, up to and possibly including termination.

Safety, quality and personal well-being

The safety and quality of employment conditions are a high priority. Our policy is to offer our workers a healthy and safe working environment. The working conditions and positive working atmosphere within our organization contribute towards the general motivation and effectiveness of Align as well as the structurally low average absenteeism.

Working hours

All our employees have standard working hours, based on local regulations (see also employee handbook).

Remuneration

All our employees are fairly compensated for their work in line with local minimum requirements set by law (see also employee handbook).

Other labor and human rights

Align is a modern and professional company that adheres to national laws, rules and regulations. Our company respects the human right and always treats people with respect and human dignity. Moreover our company is never involved in any child labor, nor any forced labor.

4.3 COMPANY ASSETS

Our employees should always take care to conserve company assets and equipment. The staff is provided with the most modern equipment in order to carry out the work effectively and comfortably. Company equipment and other assets should not be requisitioned for personal or inappropriate use. In case of doubt with respect to the given usage of assets, please talk to your direct manager.

ICT equipment comprising of computers, telephones, and other communications resources are a crucial aspect of our company’s property, both physical and intellectual. Our employees are expected to take all due care to handle the equipment according to Align’s procedures and plans for maintaining the security and privacy of these resources. If any employee has any reason to believe our network security has been violated it is required to promptly report this to a direct manager. Personal (non- business) use must remain within reason and must be kept to an absolute minimum.

4.4 FINANCIAL INTEGRITY & COMPANY RECORDS

Internal Controls and Audits

The management must make sure that all relevant business transactions and other actions are recorded in the administration in a correct, precise and truthful manner. Financing institutes, creditors and others have a legitimate interest in our company’s financial and accounting information. The integrity of our company’s financial reports and accounting records is based on validity, accuracy, completeness, timeliness and understandability of basic information supporting entries to the company’s books of account. We will ensure every accounting or financial entry accurately reflects what is described by the supporting information. We expect employees involved in creating, processing or recording such information to be personally responsible for its integrity. The same standards of integrity that apply to external financial reporting also apply to the financial statements that are used as internal management tools.

Audits are performed by external auditors to help ensure compliance with established policies, procedures, and controls. They are also designed to help identify potential control weaknesses so they may be corrected promptly. All of us are required to cooperate fully with internal and external audits. This means always providing clear and truthful information and cooperating fully during the audit process.

Risk management and internal control

Align’s Board of Directors is responsible for the high quality of risk management and internal control mechanisms. The Board is well aware of the relevant risks, the necessity of mitigating the risks and adapting measures to changing external circumstances as these risks could influence Align’s market positions, turnover, net profit, liquidity and ratios. Align’s Board of Directors will monitor the compliance of the Code of Conduct on an ongoing basis.

Fraud

Engaging in any kind of fraud always violates Company policy and the law and will result in severe penalties. Those consequences apply to any dishonest or fraudulent activities, including:

  • knowingly misrepresenting facts about the Company to anyone including auditors;
  • government regulators, or any other stakeholders;
  • misusing or stealing Company assets; and
  • cheating on travel and entertainment expense reports.

We are all responsible for promptly reporting any act of fraud that we have witnessed or even suspect at Align. Once again, it is Align’s policy never to retaliate in any manner against any employee who has, in good faith, reported a possible violation of any company policy, the law, or this Code.

Retaining Company Records

Company records must be kept for the set period required by local legislation. Documents and other forms of information that do not qualify as Company records, however, should not be retained past the time that they serve a business purpose. page11image40884032

4.5 ENVIRONMENT – INSIGHT

Environmental issues are considered as important business aspects for Align. Whenever possible, Align is committed to adopt practices of reduction, reuse, recycling, and recovery in order to utilize resources in the most environmentally prudent manner

Investments and use of resources and materials

Align is concerned with the conservation of the environment in its broadest sense, and recognize that certain resources are finite and must be used responsibly. We aim to limit the use of finite resources in all business ventures and in particular recognize our role in managing responsibility for the assets we use and occupy. We thereby practice the precautionary principle by avoiding materials and methods posing environmental and health risks when suitable alternatives are available. With corporate investments we always seek for sustainable solutions and try to maximize both financial return and social good.

Waste Management

Waste paper is collected in special bins and recycled. Printing and copying is carefully limited, scanning of documents and electronic document sharing is preferred. By continuous instructions to the Align’s employees, we increase the culture and awareness of good garbage handling and waste reduction.

Energy consumption

Most of our offices use motion-detecting lights and energy saving bulbs. The Management and staff of Align is very strict in controlling such energy saving policy.

4.6 COMMUNITY

We believe in acting as a responsible corporate citizen. Our company supports activities that improve the lives of people in communities in which our employees live and work. These activities may include education, health care, community building, infrastructure or nature development. Employees are encouraged to actively participate in community programs and. Manager within our company are expected to give their employees the opportunity to play an active role in society, for example through community or educational programs, unless participation in these activities creates a conflict of interest.

Charity

Charity is important to Align. The approach of Align is to sponsor a specific project for a period of time. Since a few years, Align supports Stichting Wings for Conservation, which is a non-profit charitable foundation to assist in the long-term management of protected areas in Africa in an effort to fight against elephant poaching across the Continent. The Foundation is committed to working together with local and international NGOs, local communities and governments to develop sustainable practices in order to ensure the long term survival of elephant populations.