RMSF Corporation
Where Bold Thinkers Make Bold Moves.

Code of Business and Ethics

Corporate Governance

Message from the CEO  

Last Updated: February 2019

At REDD Management, Strategy, and Financial (RMSF) Corporation we value our reputation and strong foundation of integrity and ethical business conduct. Our accountable management philosophy is a reflection of our mission, vision, and core values of integrity, trust, respect and corporate citizenship. As a responsible shareholder of our group of companies, we must lead by example and live up to the high standards of ethical conduct expected of us.

Our Code of Business Conduct and Ethics provides the guidance for conducting our business activities in accordance with the relevant legal, ethical, and professional standards.

It is important that we all read, reflect and understand the Code of Business Conduct and Ethics, and let it guide us in our daily business.

ANH

Chairman of the Board and Chief Executive Officer


Purpose and Scope

This Code of Business Conduct and Ethics (the “Code”) applies to directors, officers, employees, contractors of REDD Management, Strategy, and Financial (RMSF) Corporation (the “Corporation”) and its wholly owned subsidiaries, unless a comparable Code applies in respect of the subsidiary.

The Board of Directors has adopted the Code to set out its expectations for the conduct of all directors, officers, employees, and contractors in all their dealings on behalf of the Corporation. The Code does not cover every issue that may arise but sets out basic principles to guide us in carrying out our business activities with integrity.

It is important that all directors, officers and employees read and understand the expectations and responsibilities under the Code.


Compliance with Laws

The Corporation is subject to complex laws and regulations that are frequently in a state of change. Directors, officers and employees are expected to make reasonable efforts to become familiar with laws affecting their activities and to be diligent about compliance with these laws. If in doubt, employees are encouraged to consult their supervisors and, in the case of directors and officers.


Accountable Management

Accountable management has long been an intrinsic corporate value and a guiding principle closely linked to the Corporation’s long-term sustainable growth. The Corporation’s Corporate Social Responsibility Statement reflects the Corporation’s commitment to acting responsibly and provides guidance to our investment professionals on corporate social responsibility issues.


Fair Dealing

The Corporation expects its directors, officers, employees, and contractors to deal with all parties in good faith, in the context of a competitive business environment, while complying with applicable legal obligations.


Conflicts of Interest

The Corporation expects that in performing their duties its directors, officers, employees, and contractors will place that Corporation’s interest in any business transaction ahead of any personal interest or gain. Directors, officers, employees, and contractors are expected to avoid situations where personal interests could conflict with the interests of the Corporation.


Confidentiality of the Corporation’s Information

In the course of their work, directors, officers, employees, and contractors may acquire confidential information regarding the activities of the Corporation. Except where it is authorized or legally required, disclosure of confidential information is strictly prohibited - such disclosure can be harmful to the Corporation and could form the basis for legal action against the Corporation and/or the individual responsible for the disclosure. The obligation to keep certain information confidential applies both during and following employment or office with the Corporation.

Directors, officers, employees, and contractors may also acquire confidential information regarding individuals and corporate or business entities through their position with the Corporation. The Corporation expects such individuals who receive this type of information through their office or employment with the Corporation to protect the confidentiality of such information.


Privacy of Information

The Corporation is committed to maintaining the confidentiality and security of the personal information regarding its employees, as well as any personal information it may collect from any other individuals, including its security holders or the users of its Sites and third-party social media sites.

Directors, officers, employees, and contractors are expected to abide by the Corporation’s Employee Privacy Policy with respect to any personal information regarding employees. The Corporation’s privacy commitment regarding personal information of other individuals is publicly disclosed on its Site.


Disclosure

The Corporation is committed to consistent and fair disclosure practices aimed at informative, timely and broadly disseminated disclosure of information in accordance with applicable laws.

Directors, officers, employees, and contractors are expected to abide by the Corporation’s Disclosure Policy, which provides guidance on disclosure relating to


Use of Corporate Assets & Opportunities

The Corporation’s equipment, supplies, intellectual property (including the Corporation’s name), records, documents and other assets are intended for business use in accordance with the Corporation’s policies.

Corporate property provided to directors, officers, employees, and contractors in the course of their office or employment is and remains the property of the Corporation and such property shall be returned to the Corporation upon termination of office or employment as appropriate or upon request.

The Corporation’s property and opportunities must not be used for personal gain or illegal activities. Directors, officers, employees, and contractors should report any instances of theft, misuse or waste of funds or assets or appropriation of opportunity to the Chairman and Chief Executive Officer.

The Corporation is committed to ensuring the integrity of the recording, processing, retention and destruction of its documents and records to meet its obligations. Officers and employees are also expected to abide by the Corporation’s Record Retention Policy.

Officers and employees are also expected to abide by the Corporation’s Security of Technology and Intellectual Property Policy, which establishes guidelines for the proper use of the hardware, software, websites, e-mail, telecommunications, internet access or other systems that support and host the network of the Corporation, and the Corporation’s Social Media Policy, which provides guidance on communications made through social media.


Reporting Unethical Behavior

Directors, officers, and employees who believe that a violation of the Code or any law, rule or regulation has been or is likely to be committed have an obligation to promptly report the relevant information to an appropriate supervisor or to a senior officers, in accordance with the Corporation’s procedures.

Confidentiality of reports made in good faith regarding alleged violations will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and subject to applicable law.

An individual who receives such a report must make a record of its receipt, document how the situation was dealt with and report thereon to the Chief Executive Officer. The Chief Executive Officer will retain all such reports and may, depending on the circumstances, report to the Board of Directors.

The Corporation wishes to assure employees and officers that the Corporation will not discharge, demote or suspend an employee or officer who, in good faith, brings forward reasonable concerns about actual or potential violations of laws, rules or regulations, or the Code.

The Corporation has established the Complaints Handling Procedures, to allow employees to report complaints or concerns about the Corporation or any of its wholly owned subsidiaries regarding these matters, and to ensure that such reports are investigated promptly and thoroughly. Please refer to the Complaints Handling Procedures for examples of possible concerns and for instructions on reporting procedures. Employees may report any complaint or concern anonymously, although the Corporation’s ability to fully investigate an anonymous report may be limited if it is unable to obtain additional information.


Contact Information

Any questions regarding the Code and its application or interpretation should be directed to a supervisor.


Compliance with the Code

The Code applies to all directors, officers and employees of the Corporation. An individual who violates the Code may face disciplinary action up to and including termination of his or her office or employment with the Corporation without notice.

Each director, officer and employee is to be provided with a copy of the Code and will be required to sign an annual acknowledgement. New directors, officers and employees are to be provided with a copy of the Code and will be educated about its importance. The Code will be circulated to directors, officers and employees from time to time when appropriate and whenever material changes are made to the Code.


No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Corporation’s business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights for any director, officer or employee.


Appendix

The Code is supplemented by corporate policies, statements, and procedures, some of which are listed below.

  • Complaints Handling Procedures

  • Disclosure Policy

  • Employee Privacy Policy

  • Global Anti-Bribery Policy

  • Record Retention Policy

  • Security of Technology and Intellectual Property Policy

  • Social Media Policy

This is not an exhaustive list of policies and procedures. Directors, officers and employees must familiarize themselves with, and at all times comply with, all the Corporation’s policies and procedures.