Governance

1. INTRODUCTION AND IMPORTANCE OF CODE
2. OUR GUIDING PRINCIPLES
3. RESPONSIBILITIES TOWARDS EMPLOYEES
4. DUTIES OF EMPLOYEES
5. BUSINESS INTEGRITY
6. DEALINGS WITH CLIENTS
7. CONFLICT OF INTERESTS
8. COMPETITION AND FAIR DEALING
9. ACCEPTANCE OF GIFTS
10. BRIBERY AND CORRUPTION
11. DISCLOSURE OF INFORMATION
12. DATA PROTECTION
13. PROTECTION AND PROPER USE OF ASSETS
14. ACCURATE RECORDS AND REPORTING
15. USE OF IT AND COMMUNICATION SYSTEMS
16. EQUAL OPPORTUNITY

The Group Code of Conduct and Ethics (hereinafter “the Code”) has been devised to provide directors and employees (hereinafter “the Employees”) of TrustQore Group entities (hereinafter “the Company” or “TrustQore” or “TrustQore entities”) the required information on how to conduct business with the highest level of integrity in their daily duties.

The Code applies to all TrustQore entities operating in the Trust & Fiduciary Business in Mauritius, Switzerland, United Arab Emirates and British Virgin Islands. For the avoidance of doubt, the policy will apply to the following entities:

a) TrustQore (Mauritius) Ltd;
b) TrustQore Corporate Services Ltd and subsidiaries;
c) TrustQore Secretarial Services (Mau) Ltd;
d) TrustQore Services Ltd
e) TrustQore (Switzerland) SA
f) TrustQore MiddleEast L.L.C -FZ; and
g) TrustQore (BVI) Ltd and its wholly owned subsidiaries; Control Services Corp., Securities House Nominees Inc. and Custody Investment Services Ltd.

We believe that the conduct of each Employee has a significant impact on the Company’s ability to maintain success and a good reputation. We believe that in applying common sense, sound judgment and integrity in all business decisions, we will ensure consistency with the Company’s principles.

The Code is intended to help all Employees understand their responsibilities and comply with applicable laws, regulations, guidelines and internal policies and procedures. It covers a wide range of business practices and procedures and should be read in conjunction with the Company’s Employee Handbook, where applicable.

Each Employee, for the duration of their employment with the Company, is responsible for reading, understanding, and following all guidelines, policies and procedures set by TrustQore, including any updates thereto which may be issued from time to time. Managers and supervisors are also responsible for ensuring that those they supervise are made aware, understand, and comply with the Code.

Employees who have knowledge or good reason to believe that they are being required to act in a way that is inconsistent with the standards in this Code should report the matter to his/her immediate line Manager. Employees who violate the standards of this Code may be subject to disciplinary action. Where a violation of the Code is also a violation of an applicable law or regulation, it may result in other sanctions for the Employee/manager/TrustQore. Violations of the Code or matters of conflict with the Code should be reported to the Head of Compliance Department as soon as practically possible. The Head of Compliance Department must assess and report the violation(s) to the Senior Management Team, who may, depending on the severity of the violation, either resolve themselves or refer the violation to the Review Committee for resolution.

The principles which guide us in our behaviour and the way we drive the organisation in the right direction when doing business include:

• Transparency
• Freedom from Conflict of Interest
• Expertise
• Innovation
• Relevance

The Company is committed to conducting business in accordance with the highest ethical standards and compliance with all applicable laws, rules, and regulations. The Code has been designed to help Employees understand their ethical responsibilities as they conduct business on behalf of the Company.

The Code further recognises Employees’ rights and obligations to abide by existing laws, regulations, and codes.

1. Our value and effectiveness as a Company are determined by the value and effectiveness of our Employees.
   TrustQore is committed to the well-being of its staff, physically, emotionally, culturally, and professionally.
2. Reflective of its corporate philosophy, TrustQore is committed to enabling Employees to develop to their full potential so that they are equipped with the ability and knowledge to meet the needs of the business.
3. The Company is committed to the on-going education and training of its staff and has thus implemented an Employee Development System (“EDS”) for the professional development of its staff.
4. TrustQore is also committed to providing high safety and health standards throughout all its business activities as far as reasonably practicable.

1. One of the cornerstones on which TrustQore has built its operations is that Employees conduct all business in accordance with laws, rules, and regulations in which the Company operates with a high level of ethical standards.
2. All Employees of TrustQore are expected to accept the responsibilities as defined in their respective job descriptions, understand and apply the applicable laws and regulations, adhere to acceptable business principles in matters of personal conduct, and always exhibit a high degree of professionalism.
3. It is important that we are equipped with sufficient knowledge to determine when to seek advice from management and/or request the input of external advisors.

1. Our clients’ best interests are of utmost importance to us. TrustQore always strives for client satisfaction by way of dedicated and high standards of service and professionalism.
2. The services provided by TrustQore to its clients must always be provided in a timely, efficient, and courteous manner. In line with TrustQore’s policies, Employees should apply sufficient time to understand their individual client’s circumstances and objectives. Employees should always inform the clients accurately and without misrepresentation, exaggeration, or overstatement.
3. TrustQore encourages its clients to provide feedback, and all queries or complaints from clients shall be reported to senior management, acknowledged by senior management, and shall be dealt with promptly. Note that TrustQore has adopted a Complaints Policy which should be adhered to in the event of a receipt of a complaint.
4. TrustQore is committed to working only with referrers of good repute. No employee may enter into a referral agreement with an agent without the prior approval of the Board.

All Employees are expected to display a high degree of integrity, honesty, and trustworthiness at all times. As an employee of TrustQore, we should display the standards of conduct and behaviour expected from an international, professional company and ensure that our personal relationships and activities do not compromise the TrustQore’s name and reputation. We should not use our position or our company’s/client’s information available to us for our personal advantage.

As an employee of TrustQore, we are expected to always act in the best interests of the Company. Employees are not permitted to be involved in any activity in direct conflict with, or detrimental to, TrustQore, its agents, representatives, or their own duties as an Employee. Any engagement or relationship, whether personal or professional and other interests such as shareholdings, directorship and others that may be perceived to conflict with their duties towards the Company must be disclosed to Management and steps to avoid such conflicts must be considered. The Company has adopted a Conflict of Interests Policy for the proper management of conflicts.

1. TrustQore seeks to attract new business by outperforming its competition fairly and honestly, by exhibiting a comprehensive knowledge of the industry within which we operate, and providing sound advice and superior service.
2. Employees should not provide unsolicited advice to a Client of any competitor, nor may an Employee engage in a ‘price war’ to attract a competitor’s client.
3. Employees should at all times respect the rights of, and deal fairly with, fellow Employees, Clients, and competitors.
4. The engagement in business entertainment in a commercial setting should only be to create goodwill and sound working relationships and not obtain an unfair advantage over a competitor.

1. Subject to clause 9.2. below, Employees must not accept any entertainment, gift or other benefits that could in any way influence, or appear to influence, business decisions in favour of any person, Client, or entity with whom or with which TrustQore has or is likely to have business dealings.
2. Notwithstanding clause 9.1. above, Employees may accept token gifts of a commercial value not exceeding Rs1,000 (one thousand Mauritian Rupees) during festive seasons, provided acceptance of such gifts would not place them in a compromising situation and if refusing the gifts would jeopardise client relations.
3. In exceptional cases, gifts may be accepted with the Managing Director’s written approval, where it is demonstrated that the gifts are offered in good faith without any intended purpose to influence or for the procurement of service.

1. Bribery and Corruption generally impede business growth, escalate costs, and pose serious legal and reputational risks. They raise transaction costs, undermine fair competition, impede long-term investment, and distort the Company development priorities.
2. As a rule, TrustQore will not tolerate bribery and corruption in any form, such as receiving or giving bribe and extortion with third parties. All Employees have the duty to adhere to this policy. Any suspicious activities in this line should be immediately reported to the Compliance Department for further action and reporting to the appropriate authorities.

1. Employees may disclose information or documents acquired in the course of their duties only when required by the laws and regulations of the jurisdiction or when they have the proper authority to disclose such information by the Board of directors.
2. In their dealings with the authorities, Employees are expected to disclose all required information promptly and in all transparency.
3. Otherwise, all Employees are governed by the non-disclosure agreement signed on employment with TrustQore or by virtue of the statement contained in the Employee Handbook. Disclosure of any information about a TrustQore Client without consent from the appropriate parties is strictly prohibited.
4. We must not (except as required by law, ordered by a court or regulatory body) communicate or divulge or permit communication or divulgence to any person or company or in any way use for your own purposes or for any purpose other than that of the Company, any trade secrets, proprietary information, or confidential information of any kind acquired by us during our employment.
5. Proprietary information includes all non-public information that may be of use to competitors or harmful to TrustQore, its Clients or suppliers should it be disclosed. Examples include, without limitation, commercial information, trade secrets, patents, trademarks, copyrights, fiscal advice, business plans, marketing plans, engineering and manufacturing ideas, designs, database, records, salary information and unpublished financial data.

1. TrustQore ensures that the privacy and confidentiality of employee records are processed and safeguarded in line with the Data Protection laws in the jurisdiction in which the employee is employed and any other Company policies.
2. Employees are expected to use and access data responsibly and share data where there is a legitimate purpose for using and sharing it. While Employees are bound by confidentiality by virtue of their employment with the Company, it is important that all Employees understand the repercussion of sharing data without the prior approval of the Data Protection Officer of the Company. Such repercussion entails disciplinary warnings with continuous investigation and thereafter reported to the Data Protection Office of Mauritius or in the jurisdiction of the TrustQore entity.

1. Employees should , at all times , protect the assets of TrustQore and its clients (including proprietary and confidential information) and ensure scrupulous management, proper and efficient use thereof.
2. TrustQore property and Client assets should only be used for legitimate business purposes. The use of Company property for private purposes is not allowed.
3. All information relating to clients and business operations is confidential, and as such, it must be treated with the utmost care.
4. On termination or dismissal from service, Employees will surrender all assets, documents, and any other property of the Company, which may be in their possession.
5. Any suspected theft or fraud (misuse) incident should immediately be reported to the Review Committee, in line with the Review Committee Policy and Procedures.

Employees should ensure that the Company’s record-keeping and its Clients are kept in line with applicable laws and regulations.

1. Use of IT and communication resources are valuable business tools for the organisation, and these resources are provided to the Employees for work-related purposes..
2. Employees are not allowed to duplicate copyrighted software and to make or use software copies.
3. TrustQore ensures that IT systems are monitored regularly to prevent cyber-attacks and malicious activities. Employees must use all information technology and communication facilities professionally, lawfully, and consistently with role/duties.
4. Employees are also encouraged to consult the IT and Information Policy and the Employees Handbook of TrustQore.

1. The Company believes in fair and equitable treatment for all Employees, business contacts and those applying for employment.
2. Appointments offered by the Company and Employees’ progress are based upon merit and not considering gender or marital status, race, colour, religion, ethnic or national origin, political opinion, sexual orientation, or physical disability.
3. TrustQore applies equal opportunity to all its Employees without any discrimination. We aim to ensure that equality and diversity principles influence and inform the organisation’s culture, and we recognise equality in the workplace as a good management practice and sound business sense.