Legal
Version 001 · Effective January 2023 · TRACE FINANCE
The standards of professional conduct set out in this Code of Ethics and Conduct (“Code”) were developed to guide all activities carried out by Trace Finance. These standards apply to the partners, officers, employees and staff of Trace Finance, referred to together in this Code as “Team Members.” This Code sets out guidelines of conduct; Trace Finance’s other policies in force, which define the rights and obligations of Team Members in greater detail, must be interpreted and observed together with it.
This Code is permanent in nature. Its content may be amended at any time to reflect current needs, and Team Members and service providers should, whenever necessary, consult the latest available version.
Our efforts are directed at doing much more, much better, and achieving results once thought unimaginable, aware that we will only become a reference for the market and for our clients if we honor our ethical and moral commitments.
This Code of Ethics and Conduct sets out the principles that must be present in the company’s relationships with its employees, clients, suppliers, service providers, shareholders, government and community. It represents our commitment to a responsible, ethical, transparent and respectful posture in all of our relationships.
It is essential that everyone commits to ethics, because only through ethical attitudes can we help combat corruption, fraud and other unlawful acts. So please read this guide, understand it, ask any questions you may have, and use it effectively as a reference in your day-to-day work.
Bernardo Brites
Every Team Member of Trace Finance is individually responsible for knowing and complying with this Code, as well as the other policies in force and applicable to them, as the case may be. Team Members formalize this knowledge and acceptance by signing the Acknowledgment Form.
The Compliance Committee exists to strengthen the company’s measures on this subject, giving the necessary focus to handling reports received through the whistleblowing channels, and maintaining and updating all of the related measures and tools adopted by the company. The Committee is made up of people prepared to deal with possible misconduct and with integrity matters in general.
Reports received through the channel are passed on in full to the Compliance Committee, which is also responsible for determining the measures required to address violations and ensuring they are applied; promoting the periodic update and review of this Code of Ethics and Conduct; taking administrative decisions in the most serious cases of violation; issuing recommendations on situations of potential conflict of interest between related parties; and ensuring the existence and maintenance of the reporting channel as a permanent, direct line to the Committee.
All Team Members of Trace Finance must base their conduct on the values of good faith, transparency, ethics, legality and prioritizing clients’ interests, seeking to meet clients’ objectives based on the analysis and interpretation of information disclosed to the market. Access to privileged information is prohibited, and Team Members must faithfully perform the contracts previously agreed in writing with clients.
Team Members must be aware that transparent, accurate and timely information is the main instrument for ensuring the essential fair and equal treatment they are entitled to.
They must immediately notify the compliance department whenever, in the course of their duties, they identify the occurrence of, or indications of, a violation of the law, as soon as it occurs or is identified.
All Team Members of Trace Finance must refrain from using privileged information to obtain any benefit for themselves or others, and must not provide it to third parties, including family members, relatives and friends, or even to other Team Members who do not need such information to carry out their tasks.
All Team Members must keep confidential any information they have access to that has not yet been disclosed to the general public, and must maintain absolute secrecy over any and all confidential information they access or become aware of in the performance of their duties.
The disclosure of confidential information to government authorities, or as a result of judicial, arbitral or administrative decisions, must be reported to the compliance and risk department in advance and in good time, so that it can decide on the most appropriate way to make such disclosure.
The Whistleblowing Channel is a tool for reporting deviations from the conduct established by this Code of Ethics and Conduct, and is available to both internal and external audiences. Impartial and transparent, the channel guarantees the confidentiality of the information, protects the identity of the people involved and promotes a better environment for everyone. Through it, you can clarify questions of interpretation and submit reports, including but not limited to those relating to non-compliance with this Code. When making a report, you may also choose to remain anonymous. You can contact the channel in the following ways:
All reports are investigated by the Compliance Committee, which, where a violation is identified, issues an opinion setting out action plans.
Trace Finance does not condone conflicting relationships between the company’s business and its stakeholders. A conflict of interest exists when Team Members use the company, their role or their internal influence to pursue personal interests or to benefit third parties. “Interest” should be understood not only as obtaining any advantage for oneself, whether material or not, but also for family members, friends or counterparties with whom the Team Member has political, personal or commercial relationships.
A conflict of interest exists in cases of a personal or corporate relationship within any line of subordination, or in dealings with clients, suppliers or competitors, that compromises impartiality in business and that could bring benefits to those involved or harm to the company, or otherwise compromise objectivity in evaluating the performance of those involved. Potential situations must be reported and formalized by the Team Member through the Whistleblowing Channel.
Some situations in which these conflicts may arise are set out below.
Trace Finance considers the following to be part of the group that may give rise to a potential conflict: spouses, common-law partners and blood relatives, whether by affinity or by adoption, in the direct ascending line (parents and grandparents), the direct descending line (children and grandchildren) or the collateral line (siblings-in-law, cousins, nephews and nieces, sons- and daughters-in-law, parents-in-law and others). If a Team Member has a family relationship with other Trace Finance professionals, this must be reported and formalized to the compliance department.
The non-work activities of Team Members and other internal audiences must be carried out so as not to conflict with the interests of Trace Finance, and must take place outside contracted working hours and off company premises. Volunteering, corporate actions and talks with a business motivation are permitted, provided the content does not expose the company’s strategy or operations. If a Team Member uses Trace Finance’s own services, this must be formally reported to the compliance department.
If any Team Member of Trace Finance wishes to carry out an external activity, whether for profit or not, they must notify the compliance and risk department for prior approval, in order to avoid potential conflicts of interest. The compliance department will analyze each specific case to determine whether there is a conflict of interest between the activities performed and Trace Finance, and will deny the request if it identifies related conflicts or risks. This information must also be provided to the compliance department when the Team Member joins Trace Finance.
If a Team Member starts a business or partnership with other Trace Finance professionals, or with people outside the company, this must be formally reported by the Team Member to the compliance department.
Participation in company boards and committees, as well as in philanthropic societies and non-governmental organizations, must be reported by the Team Member to the compliance department, and will be assessed and decided on by the Compliance Committee.
These and other situations that constitute potential deviations and conflicts of interest must be reported immediately to the Team Member’s direct manager and formalized through the Whistleblowing Channel so that they can be properly assessed. Until the assessment is concluded, the people involved in the potential conflict must, where possible, remove themselves from the situation and await guidance from their manager and the relevant areas.
Team Members must perform their activities in line with the interests, values and principles of Trace Finance; must be transparent about any human errors that may occur; and must not carry out external side activities that could interfere with their professional performance or create conflicts of interest with the activities carried out by Trace Finance.
Trace Finance reaffirms that it is against any sign of corruption. We neither offer nor accept bribes, and we do not induce or allow any other party to offer or receive a bribe on our behalf. We support efforts to eradicate corruption and financial crime.
In our conduct with external audiences, we work against all forms of corruption, including extortion and bribery, and we do not seek advantage through improper means. The attitude of Trace Finance and its Team Members will always be one of refusing immoral and unethical practices.
Trace Finance’s principle is to treat Team Members, suppliers and clients in an impartial and fair way, without regard to race, color, religion, nationality, sex, sexual orientation, age, disability or any other aspect that could represent discrimination.
In all relationships, decisions must be based on facts, so as to avoid the influence of personal opinions, interests or feelings, and to eliminate any possibility of favoritism.
It is quite common for companies to provide promotional items, gifts and hospitality to partners, suppliers and clients in the course of business, as a way of saying thank you, showing respect or reciprocating a service. However, even though the practice is common, great care must be taken when receiving or giving a gift or hospitality, because such an action can be interpreted as a way of improperly influencing one of the parties’ decision-making, or even as corruption (where the public sector is involved). Check whether the gift or hospitality influences decision-making. When in doubt, always consult the Compliance area.
Donations and sponsorships can and should be made, both because of the company’s role in social responsibility and philanthropy and because of brand exposure, respectively. Trace Finance is committed to improving the communities in which we, its Team Members, live and work. As part of this commitment, the company offers charitable donations of money, goods, equipment or services for cultural, social or environmental development, intended for charitable, philanthropic or community organizations, in order to provide a clear and verifiable benefit to specific stakeholders, but which do not necessarily provide a direct benefit to the company. Trace Finance prohibits any charitable donation, corporate social investment or sponsorship aimed at obtaining or retaining any improper advantage for the company or any Team Member. Every donation must be assessed and approved by the Compliance team so that due diligence can be carried out on the institution that will receive the donation.
Political contributions include, but are not limited to, financial contributions or the provision of goods or services (for example, transport, meeting space or facilities, printing or office services) to political parties, candidates or their teams. Trace Finance must not make political contributions, and Team Members are therefore prohibited from promising, offering, authorizing or giving, directly or indirectly, political contributions to political parties or to candidates for public office using the resources of, or on behalf of, Trace Finance.
Every Team Member of Trace Finance has a workstation, whether in the office or at home (home office), a personal laptop with an individual password for access, and restricted logical access to Trace Finance’s files according to their roles and activities, so as to ensure the complete segregation of activities.
We cultivate a culture and a working environment where people treat one another with respect, courtesy and fairness, promoting equal opportunities for all. We encourage and value diversity, different points of view, talents and experiences. We create inclusive working environments that not only address individual needs but also allow our people to use their strengths. We do not tolerate any kind of harassment or discrimination in our working environments.
From an ethics and conduct perspective, relationships with third parties are a key factor for the company, given the risks involved in the process of selecting third parties and in the renewal and amendment of contracts.
We base our relationships with suppliers, contractors and strategic allies on integrity, ethical behavior and mutual trust; we select suppliers, regardless of whether they are or may become clients, based on the quality, price, variety and distribution of their products and services; and we make purchasing decisions based on the commercial objectives of Trace Finance, and not for the harm or benefit of any person or of third parties.
Money laundering is a process that seeks to disguise the nature and source of money associated with an illegal activity by introducing these funds into the economy in a way that appears legitimate and/or so that their origin or owner cannot be identified. Those involved in criminal activities, such as bribery, fraud, terrorism, arms trafficking and drug trafficking, try to hide the proceeds of their crimes or make them appear legitimate by “laundering” them through lawful arrangements. Likewise, terrorism can be financed with legitimate resources, a method sometimes called “reverse” money laundering, in which a legitimate business is used to fund a criminal activity. Team Members must comply with the laws and regulations that address money laundering and terrorist financing in every country where they operate.
Money laundering, terrorist financing and their facilitation are strictly prohibited in any form or context. Violating these laws can bring severe civil and criminal penalties to Trace Finance and to Team Members individually. Trace Finance must only do business with reputable third parties that are engaged in legitimate activities and whose resources come from a legitimate source.
Trace Finance has a separate policy for the prevention of money laundering and terrorist financing. Any questions or suspicious reports must be forwarded to the compliance and risk department.
Team Members are responsible for taking the precautions necessary to prevent unauthorized access to systems and files, and must safeguard passwords and other means of access to them. Every Team Member has a personal, non-transferable password to access IT equipment and systems, and is responsible for keeping it confidential.
In the event of an information leak, accountability is established by examining the IT equipment, systems and files from which the leak originated, in such a way that the individual responsible can be identified.
Trace Finance adopts specific policies on information security procedures, under its Information Security Policy and its Fraud Prevention Policy.
Any and all inventions developed by a Team Member in the course of their work belong exclusively to Trace Finance. All material stored on the hard drive of the computers provided to Team Members, and on other IT equipment and systems or in physical files, is the property of Trace Finance. Any and all information contained in these materials may only be used to carry out work at Trace Finance.
As part of its sustainability process, Trace Finance makes efforts to have a positive impact on the communities where it operates, through educational, social, cultural and environmental projects.
Trace Finance is aware of environmental challenges and is committed to adopting continuous improvement processes and investing in new technologies to reduce potential impacts on the environment, while expecting the same commitment from its suppliers, providers and business partners.
The internet, Slack, Drive and email are provided by Trace Finance for work communication. The use of electronic systems, the internet, email or social media to transmit, receive or download content that harms the performance of work activities or the interests of the company is not permitted.
The Trace Finance name may be linked to personal posts, such as on Facebook, Instagram and others, provided this does not compromise our image and reputation and the posts are not associated with conduct rejected by the company or contain any kind of confidential or secret information.
Computers and servers, including emails sent or received, are the property of Trace Finance and will not be considered private content, except where required by specific legislation.
Team Members undergo training periodically, on joining and during their time at Trace Finance, in order to clarify and review, among other matters, those relating to the obligation to maintain the confidentiality of information and all the other rules set out in this Code and in Trace Finance’s other policies.
Trace Finance looks after health and safety at work in its activities and working relationships. The company ensures a safe environment and social security and welfare conditions that improve quality of life and support good professional performance.
The compliance department keeps an original copy of the Acknowledgment Form and the training completion certificate, duly signed by each Team Member, and may at any time verify that activities comply with the rules of this Code.
Any action or omission by a Team Member that results in a violation of any of the rules of this Code and/or the policies of Trace Finance, through lack of skill, recklessness or negligence, constitutes an act of misconduct and is subject to punishment.
Team Members and third parties may be subject to civil and criminal liability, fines and/or imprisonment. In addition, Team Members who violate the provisions of this Code and other policies, who allow a member of their team to do so, or who become aware of any violation and fail to report it, are subject to appropriate disciplinary action, up to and including dismissal or termination of their affiliation with Trace Finance.
Retaliation, or any attempt to prevent, obstruct or dissuade Team Members in their efforts to report what they believe to be a violation of this Code of Conduct, is also grounds for disciplinary action, including dismissal. The compliance department must duly investigate all known violations or allegations received. Depending on the nature of the violation, it must also assess the obligation or advisability of reporting the violation to the authorities or to third parties, since failing to do so may result in further penalties.
All Team Members receive a copy of this Code together with all of Trace Finance’s other policies, and confirm in writing, by signing the Acknowledgment Form, that they have read and fully understood these documents and agree with the terms set out in them. Periodic training is provided to confirm ongoing understanding of the rules and conduct described here. Questions and reports may be directed to the compliance department through the ethics channel at compliance@tracefinance.com.