Code of Conduct

Introduction

VL Gold Dubai believes that success depends upon a relation of trust and professionalism with its main stakeholders, namely its employees, commercial partners, shareholders, government authorities and the general public.

This Code of Conduct is fundamental to creating and maintaining this relation of trust. Its main purpose is to ensure that all persons acting on behalf of VL Gold Dubai perform their activities ethically and in accordance with laws, regulations and the standards VL Gold Dubai sets through its policies, guidelines and rules. VL Gold Dubai refers to VL Gold Dubai and to all majority-owned subsidiaries.

This Code of Conduct provides a framework for responsible conduct at VL Gold Dubai, but it is not exhaustive. VL Gold Dubai employees should always strive to exercise good judgment, care and consideration in their daily work.

Scope and responsibility

The Code of Conduct applies to all VL Gold Dubai employees worldwide, including temporary personnel, and to any other person or entity acting on its behalf (“VL Gold Dubai Representatives”). Subsidiaries that are not majority owned are expected to ensure that they comply with the Code. In case of non-compliance, the situation must be reported and the continuation of VL Gold Dubai’s involvement will be assessed.

Each employee receives electronic access to the Code of Conduct. It is the duty of management to include the Code of Conduct in employee training programs and to promote and monitor compliance with the Code.

All employees must avoid acting, or encouraging others to act, in any way that is contrary to this Code of Conduct, even if such acts may appear to be in VL Gold Dubai’s interest. If any employee is uncertain whether a particular activity (including that of an existing or prospective business partner) is legally or ethically acceptable, that employee should consult in advance with his/her immediate superior or with the Head of the Corporate Legal Department.

Violations of this Code of Conduct will not be tolerated and may, in accordance with relevant legislation, lead to internal disciplinary actions, dismissal or even criminal prosecution. Each case is reviewed objectively in full recognition of the circumstances.

All violations of the Code of Conduct are recorded and reported both through line management and HR channels. The Executive Committee receives a yearly report listing the violations and the measures taken to address them.

Should improper practices or irregularities occur within the Group, necessary corrections and remedial action will be taken to prevent any recurrence.

Complaints & expressions of concern

VL Gold Dubai wishes to stimulate open discussions about responsible conduct. In this context all employees are responsible for reporting any concerns or complaints to their direct supervisor. Any employee who feels this is not appropriate can address the concern or complaint to the local or regional HR director, the head of the Corporate Legal Department or to the Corporate Internal Audit Department. These reports can be made in the employee’s preferred language and will be handled on a confidential basis.

As a matter of law, concerns regarding questionable accounting matters must be submitted to the head of the Corporate Internal Audit Department.

It is a violation of this Code of Conduct to discriminate against or harass anyone for making a report that brings to light a violation of law or VL Gold Dubai policy. Any employee who has brought forward any such violation, and feels that it is in any manner used against him or her, should contact his/her direct supervisor, or the local or regional HR director, or the Head of the Corporate Legal Department or the Corporate Internal Audit Department. Anyone submitting a false report will, however, be subject to disciplinary action.

All stakeholders are invited to report concerns or complaints about VL Gold Dubai’s business approach, or that of its suppliers, using our Grievance contact form. Such complaints can be made anonymously.

All grievances received are directed to VL Gold Dubai’s Legal Department who ensure that complaints are registered and followed up.

Personal conduct

All VL Gold Dubai employees or representatives are expected to conduct business and behave impeccably towards business partners, colleagues, and others. This includes being sensitive to and respecting foreign cultures and customs. VL Gold Dubai does not accept any form of harassment, discrimination or other behavior that colleagues or business partners may regard as offensive or degrading.

Equal opportunities and diversity

VL Gold Dubai is committed to an inclusive work culture and recognizes that all people are unique and valuable, and respects them for their individual abilities. VL Gold Dubai does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.

VL Gold Dubai provides equal employment opportunities and treats all employees fairly. VL Gold Dubai employees and business units use only merit, qualifications and other professional criteria as the basis for employee-related decisions, regarding for instance recruitment, training, compensation and promotion. VL Gold Dubai also shows commitment to developing programs and actions to encourage a diverse organization based on the principle of equal opportunity.

Conflict of interest and integrity

Fraud and conflict of interest

All VL Gold Dubai employees or representatives are forbidden from seeking to obtain advantages for themselves (or for any close relations) that are improper or may harm VL Gold Dubai’s interests, including financial performance, considerations of environment health and safety, security, or commercial and public reputation.

It is forbidden to take part in or seek to influence any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be a personal interest in the subject matter – economically or otherwise – whether directly or through a close relation.

Any employee who becomes aware of a potential conflict of interest must immediately notify his/her direct supervisor or the Corporate Legal Department. Conflicts of interest may not always be clear cut, so in case of uncertainty, employees should consult one of their supervisors, or the local or regional HR director, or the Head of the Corporate Legal Department or the Corporate Internal Audit Department.

For particularly sensitive functions or areas of responsibility, each unit or department evaluates the need for processes to identify potential conflicts of interest.

Bribes, gifts and favors

It is forbidden to obtain or retain business or to gain any other improper advantage in the conduct of business, by offering, promising or giving any undue advantage to a public official (or a third party) with a view to making that person act or refrain from acting in relation to the performance of her/his official duties. This applies regardless whether the advantage is offered directly or through an intermediary.

Gifts and other favors can only be given or granted to business partners provided that they are modest, both with respect to value and frequency, and provided the time and place are appropriate. While such gifts should comply with locally accepted good business practice, it is not permitted to offer business partners monetary or other favors that may affect or appear to affect any employee’s integrity or independence. As a matter of principle VL Gold Dubai does not purchase in bulk, store or distribute any branded “goodies” or corporate gifts.

VL Gold Dubai employees or representatives are not permitted to accept from business partners monetary or other favors that may affect or appear to affect their integrity or independence. Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate.

Any employee who is offered, has received or feels pressured to provide gifts or other favors beyond common courtesy gifts must, without delay, notify his/her direct supervisor or the local or regional HR director, or the Head of the Corporate Legal Department or the Corporate Internal Audit Department.

Financial interests in other businesses

All VL Gold Dubai employees or representatives and any member of their immediate family should avoid having any personal ownership interest – directly or indirectly – whether as an investor, lender, employee or other service provider in any other company insofar as it could compromise or appear to compromise their loyalty to VL Gold Dubai. Before making an investment in a Company that competes with VL Gold Dubai or does business with VL Gold Dubai (such as a supplier), other than acquiring less than one percent (1%) of a listed Company, employees must consult their direct supervisor, or the local or regional HR director, or the Head of the Corporate Legal Department or the Corporate Internal Audit Department. Special attention should in all circumstances be given to potential conflicts of interest as described in section ‘Fraud and conflict of interest’.

Activities with a competitor, supplier or other business associates

Before engaging in any activity that may be perceived as promoting the interests of a competitor or a supplier or other business partner at the expense of VL Gold Dubai’s interests, including serving on the board of such Company, employees must consult with their direct supervisor, or the local or regional HR director, or the Head of the Corporate Legal Department or the Corporate Internal Audit Department. VL Gold Dubai employees may not market products or services in competition with VL Gold Dubai’s business activities or broader interests.

Confidential information

Information and intellectual property such as copyrights, trade secrets, trademarks and innovative ideas are valuable VL Gold Dubai assets. These intangible assets must be appropriately managed and protected. VL Gold Dubai’s general policy of openness and transparency is not in contradiction with appropriate protection of information that may be of value to VL Gold Dubai’s business interests.

Any information other than general business knowledge and general work experience that becomes known to employees in connection with performance of their work must be regarded and treated as confidential. In such cases employees should refer to the rules against disclosing or using confidential information for personal gain for themselves or others.

Safeguarding assets and records

Safeguarding assets and records referring to VL Gold Dubai, customers and other business partners is the responsibility of all VL Gold Dubai employees and representatives. All such assets must be used and maintained with care and respect while guarding against waste and abuse. The use of VL Gold Dubai time, materials, financial assets or facilities for purposes not directly related to VL Gold Dubai business is prohibited without authorization. The same applies to the removal or borrowing of VL Gold Dubai assets without permission.

Compliance with laws – general

All VL Gold Dubai employees must comply with all applicable laws and regulations when conducting business on behalf of VL Gold Dubai. Assisting or participating in breach of laws by business partners is strictly prohibited, whether it constitutes an illegal act for VL Gold Dubai or for the employee concerned. Every employee is responsible for seeking to acquire sufficient understanding of the applicable laws and regulations as they apply to their job.

Antitrust and competition

All VL Gold Dubai employees are expected to comply with applicable antitrust and competition laws. Advice from the Corporate Legal Department must be sought in all matters involving risk of antitrust exposure for VL Gold Dubai, for all employees and for their team members.

Insider dealing

All VL Gold Dubai employees must abstain from trading or giving advice concerning trade in securities of VL Gold Dubai or any other listed companies on the basis of non-public information learned through their work for VL Gold Dubai. In this context, all employees are expected to adhere to the VL Gold Dubai Dealing Code, which can be found as Appendix 5 to the Corporate Governance Charter of VL Gold Dubai.

Maintaining records

VL Gold Dubai is committed to transparency and accuracy in all its dealings, while respecting confidentiality obligations. All VL Gold Dubai employees or representatives have the responsibility to maintain necessary records of VL Gold Dubai’s business, business relations and transactions. It is strictly forbidden to make any false, misleading or artificial entries on VL Gold Dubai’s books or records. All transactions must be fully and completely documented and recorded in VL Gold Dubai’s accounting records in accordance with section ‘Accurate period reports and other public financial communication’.

Accurate period reports and other public financial communication

As a matter of applicable securities laws and stock exchange listing standards, VL Gold Dubai is obliged to provide full, fair, accurate and understandable disclosure in its periodic financial reports, other documents filed with applicable regulatory authorities and agencies as well as in its other public communications. Employees, particularly our senior executives and financial officers, are expected to exercise the highest standard of care in preparing such materials, paying particular attention to the following:

Compliance with generally accepted accounting principles and VL Gold Dubai’s system of internal controls is required at all times.
All VL Gold Dubai accounting records must be kept and presented in accordance with the laws of each applicable jurisdiction and must not contain any false or intentionally misleading entries. Moreover, they must fairly and accurately reflect in reasonable detail VL Gold Dubai’s assets, liabilities, revenues and expenses and must fully and completely document all transactions or related occurrences.
No transaction may be intentionally misclassified as to accounts, departments or accounting periods, and unrecorded or “off the books” assets and liabilities must not be maintained unless permitted by applicable law or regulation.

Responding to inquiries from the press and others

VL Gold Dubai’s profile in domestic and international markets is greatly influenced by our ability to communicate consistently and professionally with external parties, including the media. Consequently, VL Gold Dubai maintains a principle of openness, honesty and responsiveness when dealing with interested parties outside VL Gold Dubai as well as with society at large. However, VL Gold Dubai employees are not allowed to disclose any non-public information when responding to enquiries from external parties.

In order to ensure a coordinated interface with external parties, general inquiries about VL Gold Dubai or its employees as well as all inquiries from media, should be directed to the relevant communications department or officer. Any inquiry that might have an impact on VL Gold Dubai, should be referred to Group Communications. Inquiries from financial analysts or investors should be referred to Corporate Investor Relations. Inquiries from external attorneys should be referred to the Corporate Legal Department.

No rights created

This Code of Conduct is a statement of certain fundamental VL Gold Dubai principles, policies and procedures that govern VL Gold Dubai’s employees and representatives. It does not create any right for any customer, supplier, competitor, shareholder or any other person or entity.