Policy

Why do we need a Code of Conduct for employees?

Ethical behavior is an essential part of your position with DAFO Transit & Logistic B.V. and is a personal responsibility that should be taken very seriously. We need and expect each Employee to be accountable for their work and behavior and to support the values, principles and standards upon which DAFO Transit & Logistic B.V.’s business reputation rests. This Code of Conduct (the “Code”) is a guide to help you live up to DAFO Transit & Logistic B.V.’s values, abide by our policies and respect the best interests of our customers and shareholders.

The purpose of the Code is to describe principles of business conduct and to provide guidance in ethical decision making. Many sections of the Code reference matters for which specific policies exist; this is because the Code encompasses standards of behavior set forth in other DAFO Transit & Logistic B.V. policies. You are expected to become familiar with DAFO Transit & Logistic B.V. policies that directly impact your daily work.

The Code is especially important for DAFO Transit & Logistic B.V. as a publicly-traded company because laws, rules and regulations are in place, which govern the disclosure of information about the business of publicly- traded companies. The Code outlines the basic legal obligations of all DAFO Transit & Logistic B.V. employees. As a publicly-

traded company DAFO Transit & Logistic B.V.’s affairs will be under close scrutiny by shareholders, regulators and the investment community. We must be aware of our obligations and conduct ourselves in accordance with the highest ethical and moral standards.

Although questionable activities may not be mentioned in this Code, ask yourself the following questions to decide if an activity should be reported or discussed with your manager:

   Does it seem right?    Is it legal?

   Does it match up with DAFO Transit & Logistic B.V.’s vision and values?

   Would I feel uncomfortable if I read about it in a newspaper?

   Would other people at DAFO Transit & Logistic B.V. feel uncomfortable if they read about it in a newspaper?

Although the Code lays out fundamental principles of ethical and legal conduct, it cannot anticipate every ethical dilemma or situation you may encounter in performing your daily work. If at any time you are unsure about the proper course of action discuss your concerns with your manager.

Application of the Code

The Code applies to all employees, contractors and the members of the Board of Directors, which for purposes of the Code are referred to as “Employees”. Contractors include any consultants, suppliers and vendors who are required to have access to DAFO Transit & Logistic B.V.’s confidential, business and proprietary information in order to perform their duties.

Compliance

Compliance with the Code is mandatory. You are expected to be familiar and comply with the Code in the performance of your duties. As well, you are expected to understand your obligations under DAFO Transit & Logistic B.V. policies. On an annual basis all employees and members of the Board are required to sign an Annual Acknowledgement of Corporate Policies form. Those of us who fail to abide by the Code and DAFO Transit & Logistic B.V.’s policies will be subject to disciplinary action, up to and including dismissal or prosecution.

Responsibilities to report

It is the responsibility of everybody at DAFO Transit & Logistic B.V. to report any known or suspected unethical conduct, which includes any violation of the Code, by other Employees or anyone in any way associated with the corporation. DAFO Transit & Logistic B.V. is committed to protecting all Employees who report unethical conduct from reprisal as well as offering any necessary support to individuals who make reports. When an Employee makes a report of unethical conduct they should do so in good faith. Detailed in the Whistleblower section of the Code are the reporting procedures for Employees who suspect or become aware of any unethical conduct.

Our Business Conduct

 Public Disclosure

The objective of DAFO Transit & Logistic B.V.’s Disclosure Policy (“Disclosure Policy”) is to ensure communications with the  investing public about DAFO Transit & Logistic B.V. are:

• Timely, factual, accurate, balanced; and  broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy confirms in writing the Disclosure Policies and practices that DAFO Transit & Logistic B.V. follows. The Disclosure Policy extends to all Employees of DAFO Transit & Logistic B.V.,  its board of directors, those authorized to speak on its behalf and other people with access to undisclosed material information. 
• Disclosure and documents filed with securities regulators;
• Financial and non-financial disclosure, including Management’s Discussion and Analysis (MD&A);    written statements made in DAFO Transit & Logistic B.V.’s annual and quarterly reports, news releases, letters to shareholders and presentations by senior management and other Employees;
• Electronic communications through e-mail, social networking sites and DAFO Transit & Logistic B.V.’s website, including audio and video content; and
• Oral statements made in meetings and telephone conversations with analysts and investors, interviews with media, as well as speeches, press conferences and conference calls.

Insider trading and tipping

DAFO Transit & Logistic B.V.’s Securities Trading and Insider Reporting Policy applies to all Employees. Applicable securities laws prohibit all Employees with access to or knowledge of material non-public information from or about DAFO Transit & Logistic B.V. from buying, selling or otherwise trading in DAFO Transit & Logistic B.V. securities or from informing or tipping others about material non-public information. 

Disclosure to the media

The purpose of DAFO Transit & Logistic B.V.’s Media Policy is to ensure Employees understand and comply with DAFO Transit & Logistic B.V.’s disclosure requirements in terms of media interaction and public presentations. The Media Policy is a supplement to DAFO Transit & Logistic B.V.’s Disclosure Policy and should be read in conjunction with that document. 

• If you are delegated to speak on behalf of the company, you will be briefed prior to being interviewed to review what is, and what is not, public information.
• Those of us who are asked for and give our opinions to the media regarding any of our outside interests should know that our comments are strictly personal. Be cautious not to compromise DAFO Transit & Logistic B.V..

Conduct when representing DAFO Transit & Logistic B.V.

Conduct yourself professionally and with personal integrity, both in and out of the workplace, reflective of DAFO Transit & Logistic B.V. values. Communicate and negotiate with honesty with all Employees, customers, partners, stakeholders, suppliers, associates and other members of the public. Our obligation to act with integrity and within the spirit of this Code continues while traveling, whether domestically or abroad.

Legal and social responsibility

Ensure that your actions comply with and are within the meaning and intent of all applicable laws and regulations. Ensure that your actions are free from suspicion and criticism and have no unfavourable effects on society.

Conduct with customers

• Serving customers is the focal point of our business. Our customers deserve the highest quality service and standards in all transactions.
• Provide our customers with value and deal with them fairly. Act with integrity and do everything possible to provide great service to our customers, either directly or by supporting the work of other individuals or business units.
• Do not make promises that you or DAFO Transit & Logistic B.V. cannot keep.

Use of Corporate Information and Property

Do not disclose information about DAFO Transit & Logistic B.V. activities or our customers’ activities to non-authorized Employees within the workplace, or anyone outside the workplace unless in accordance with DAFO Transit & Logistic B.V.’s Disclosure Policy.

All information held by DAFO Transit & Logistic B.V. is confidential and the property of DAFO Transit & Logistic B.V.. This includes information relating to DAFO Transit & Logistic B.V. business, property, Employees, customers, partners, consultants, or others that is not generally available to the public.

In our business, we become aware of confidential information about our customers’ business and personal ventures. We have a responsibility to uphold the trust of our customers. Do not discuss or disclose confidential customer information outside the workplace and ensure that uses of confidential customer information within DAFO Transit & Logistic B.V. are consistent with the purposes for which it was collected.

Use of Registry Information

Ensure that information contained in the public registries administrated by DAFO Transit & Logistic B.V. is used according to the appropriate policies and laws. Do not use registry information for purposes other than conducting DAFO Transit & Logistic B.V. business. 

Use of computer systems and software

Our computer systems and software form the backbone of our registry services and our operations infrastructure. Every effort should be made to protect DAFO Transit & Logistic B.V.’s computer systems and associated software from various threats to their security such as accidental or deliberate destruction of data or equipment, interruption of service, disclosure of confidential information, theft or corruption of data. Any security concerns with respect to our systems or software, or any viruses or data network attacks, weaknesses or unexplained system changes should immediately be reported to the Manager of Facilities, Risk and Security.

Use of corporate property

Protect DAFO Transit & Logistic B.V.’s physical property and revenues. Corporate property includes, but is not limited to: premises, equipment, supplies, furnishings, Employee search accounts, funds, reports, records, vehicles, trade secrets, computer software, hardware and networks, internet accounts and intangible items such as the details of business application systems.

Ensure that corporate property under our control is used in accordance with DAFO Transit & Logistic B.V.’s Acceptable use of  Information Technology Policy and DAFO Transit & Logistic B.V.’s Security Policy and is protected from use by unauthorized individuals.

Employees are responsible for ensuring that:

• DAFO Transit & Logistic B.V.’s assets are protected and not used for personal use unless otherwise authorized;
• DAFO Transit & Logistic B.V.’s intellectual property is subject to copyright and is not reproduced, distributed or altered without authorization;
• As far as practicable, contracts are put in writing; and
• Unless otherwise authorized DAFO Transit & Logistic B.V.’s name or purchasing power is not used to obtain personal  benefits, discounts or rebates.

Proper Reporting of Financial Transactions

You are accountable for any corporate funds over which you have control. Follow the set procedures for handling, recording and protecting funds. When spending DAFO Transit & Logistic B.V. funds, ensure that DAFO Transit & Logistic B.V. receives good value for the expenditure. Do not use DAFO Transit & Logistic B.V. funds for personal benefit. Compliance with the International Financial Reporting Standards and internal controls is expected at all times, and DAFO Transit & Logistic B.V.’s books of account, reports, records and other documents must accurately account for and report all assets, liabilities and transactions affecting DAFO Transit & Logistic B.V..  We must:

• Maintain accurate and reliable records relating to business, customers and Employees to meet our legal and financial obligations and in accordance with our accounting and business practices;
• Not intentionally cause DAFO Transit & Logistic B.V.’s books or records to be incorrect or misleading in any way and relevant information should never be omitted, deleted or concealed;
• Not create or participate in the creation of any record intended to conceal anything that is improper;
• Properly and promptly record all disbursements of funds;
• Cooperate and ensure full disclosure in communications with both internal and external auditors and with the Chief Financial Officer and his group;
• Promptly disclose knowledge of any untruthful or inaccurate statements or records whether intentionally or unintentionally made;
• Promptly bring to the attention of your manager any transactions that did not seem to have a legitimate commercial purpose; and
• Information must only be destroyed in accordance with approved retention schedules and procedures.