MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012

Size: px
Start display at page:

Download "MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012"

Transcription

1 BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF) / Company Registry (NIRE) MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 Date, Time and Venue: August 9, 2012, at 2:00 p.m., at the Company s headquarters, located at Avenida Brigadeiro Faria Lima, 1.309, 5º andar, in the city and state of São Paulo. Call Notice and Attendance: All members of the Board of Directors were duly called pursuant to paragraph 1 of Article 19 of the Company's Bylaws, and the meeting was installed with the attendance of the undersigned Board members. Presiding Board: Chairman: Eduardo S. Elsztain; and Secretary: Julio Cesar de Toledo Piza Neto. Agenda: To resolve on: (i) the approval of the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, pursuant to item 6.8 of the Novo Mercado listing rules of BM&FBOVESPA Securities, Commodities and Futures Exchange ( Novo Mercado Listing Rules ); and (ii) the ratification of the Code of Ethical Conduct of Brasilagro Companhia Brasileira de Propriedades Agrícolas, in compliance with item 6.9 of the Novo Mercado Listing Rules. Resolutions: Once the meeting was called to order, the Board members examined the items on the agenda and resolved unanimously and without restrictions: 1. To approve the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, pursuant to item 6.8 of the Novo Mercado Listing Rules, attached hereto as Exhibit I. 2. To ratify the Code of Ethical Conduct of Brasilagro Companhia Brasileira de Propriedades Agrícolas, in compliance with item 6.9 of the Novo Mercado Listing Rules, attached hereto as Exhibit II.

2 Closure: There being no further matters to discuss, these minutes were drawn up, approved and signed by all attending members of the Board of Directors and by the Chairman and the Secretary of the Presiding Board. São Paulo, August 9, Signatures: Chairman: Eduardo S. Elsztain. Secretary: Julio Cesar de Toledo Piza Neto. Board Members: Eduardo S. Elsztain, Alejandro G. Elsztain, Saúl Zang, Gabriel Blasi, Robert Charles Gibbins, João de Almeida Sampaio Filho and Isaac Selim Sutton. This is a free translation of the original minutes filed in the Company s records. Julio Cesar de Toledo Piza Neto Secretary

3 EXHIBIT I TO THE MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS TABLE OF CONTENTS Page 1. GENERAL RULES Definitions POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS 2.1. Adhesion Objective Securities Trading Restrictions Exception to Trading Restrictions Third-Party Liability Applicable Sanctions and Penalties Amendment to the Policy Term of the Policy Final Provisions... 7 Exhibit I. Term of Agreement - Model... 8

4 1. GENERAL RULES 1.1. Definitions When applying and construing the Policy for Trading of Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas, the following terms are defined as follows: Controlling Shareholders or Parent Company: The shareholder or group of shareholders bound by shareholders' agreement or under common control with the power to control the Company, pursuant to Law No /76 and its subsequent amendments. Stock Exchange: BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange and any other stock Exchange or organized OTC markets where the Company s securities are traded; Company: Brasilagro Companhia Brasileira de Propriedades Agrícolas; Board of Directors: the Company s Board of Directors; Fiscal Council: the Company s Fiscal Council, when installed. CVM: Brazilian Securities and Exchange Commission; Investor Relations Officer: the Company s executive elected to perform the duties established in CVM s regulations; Material Information: any decision of controlling shareholders, resolution by the Shareholders Meeting or the Company s management bodies, or any other act or fact of political-administrative, technical, legal, business or economic-financial nature occurring or related to the Company s businesses that could influence (i) the price of its Securities; (ii) the decision of investors to buy, sell or keep the Securities; or (iii) the investors decision to exercise any rights inherent to the condition of holders of Securities. The examples mentioned in Article 2 of the CVM Rule 358/02 are also considered Material Facts; CVM Rule 10/80: CVM Rule 10, of February 14, 1980, as amended, regarding the acquisition by publicly-held companies of its own securities in order to write-off or hold them in treasury for subsequent sale; CVM Rule 358/02: CVM Rule 358, of January 3, 2002, as amended, regarding the disclosure and use of information about material acts or facts related to publicly-held companies, as well as the negotiation of publicly-held companies securities, among other matters; Stock Option or Subscription: the right to acquire or subscribe registered common shares with no par value issued by the Company, granted to the management members and other employees of the Company or companies which it controls, directly or indirectly, under the Stock Option Program;

5 Related Persons: the Company, its Controlling Shareholders, whether direct or indirect, members of the Board of Directors, Board of Executive Officers, Fiscal Council, and of any other body with technical or consulting duties created by statutory provision, or by whoever, due to his/her position, function or post in the Company, Parent Company, Subsidiaries, Affiliated Companies or companies under common control, is aware of any Material Information, as well as service providers and other professionals who have expressly adhered to the Securities Trading Policy and are bound to its rules; Disclosure Policy: the Material Information Disclosure Policy of the Company approved by the Board of Directors on March 15, 2006; Securities Trading Policy: this Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas; Affiliated Companies: the companies over which the Company has significant management influence without controlling it. Significant management influence shall be understood as the power to participate in decisions on financial, commercial, and operation policies of the Company, and shall also be assumed when a company holds, directly or indirectly, ten per cent (10%) or more of the voting capital of the other; Subsidiaries: the companies in which the Company has rights of a shareholder, either directly or through other subsidiaries, which permanently assure it a majority of votes in resolutions of general meetings and the power to elect the majority of the directors and officers; Term of Agreement: the formal instrument signed by the Related Persons and acknowledged by the Company, by means of which these inform their awareness of the rules contained in the Securities Trading Policy, in each case, committing to comply with them and have these rules complied with by persons under their influence, including subsidiaries, affiliated companies or companies under common control, spouses and dependents, whether direct or indirect; and Securities: the shares, debentures, subscription warrants, receipts and subscription rights and promissory notes issued by the Company and derivatives related to any of these Securities. 2. POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS 2.1. Adhesion The Company, the Controlling Shareholders, direct or indirect, members of the Board of Directors, Board of Executive Officers, Fiscal Council and of any bodies with technical or consulting duties created by statutory provisions, or by whoever, due to his/her position, function or post in the Company, its Parent Company, Subsidiaries, Affiliated Companies or companies under common control, is aware of any Material Information, as well as service providers and other professionals that the Company deems

6 necessary or convenient shall sign the Term of Agreement to the present Securities Trading Policy, becoming Related Persons for the purposes set forth herein Objective The purpose of this Securities Trading Policy is to set up the rules and procedures to be observed by Related Persons and the Company concerning trading of Securities, preserving the transparency in any such trades to all interested parties The rules of this Securities Trading Policy define periods in which the Related Persons should refrain from trading Securities, so as to avoid questioning regarding the undue use of Material Information not disclosed to the public within CVM Rule 358/ Any doubts concerning provisions of the present Securities Trading Policy, the applicable regulation issued by CVM or concerning ability to perform or not a given negotiation should be cleared out with the Investor Relations Officer Securities Trading Restrictions Pursuant to CVM Rule 358/02, prior to the disclosure of Material Information, no negotiation, rendering of counseling or assistance shall be allowed regarding Securities investment by Related Persons aware of any such Material Information Related Persons shall ensure that those with whom they keep a trade, professional or trust relationship do not trade with Securities when accessing undisclosed Material Information. To that end, the Related Persons shall endeavor to have all those with access to Material Information sign the Term of Agreement Any individual and/or legal entity linked to any Related Persons by any contract or agreement of any nature, including non-disclosure agreements, orally or in writing, whether directly or through subsidiaries, affiliated companies or companies under common control, which has access to any Material Information shall not trade, pursuant to the applicable law, Securities issued by the Company as long as he/she/it is in possession of any Material Information or the contract or agreement is valid and in full force Are also forbidden to trade with Securities (i) the Related Persons whenever there is the intention to promote the incorporation, spin-off with the dissolution of the original Company, or partial spin-off, merging, transformation or corporate reorganizations; and (ii) Controlling Shareholders, whether direct or

7 indirect, members of the Board of Directors and the Board of Executive Officers, whenever it is in course the purchase or sale of shares issued by the Company by the Company itself, its subsidiaries, affiliated companies or other company under common control, or there is an option or mandate for the same purpose In the context of a Securities public offering and pursuant to Article 48 of CVM Rule nr. 400/2003, Related Persons shall not trade Securities until the publication of the notice of completion of the offering Related Persons shall be also forbidden to trade with Securities fifteen (15) days prior to the disclosure required by CVM of quarterly (ITR) and annual information (DFP) of the Company, except for what is provided for in Paragraph 3 of Article 15, of CVM Rule 358/ Related Persons leaving managing positions of the Company prior to the disclosure of Material Information originated during their management period shall not trade with Securities until (i) the end of a six (6) months period starting from the date of their departure; or (ii) the disclosure, by the Company, of the Material Information to the market In the event any agreement or contract has been signed for the transfer of the Company s control, or if any option or mandate has been granted for the same purpose, as well as if there is an intention to promote the incorporation, spin-off, partial spin-off, merging, transformation or corporate reorganizations, and while the transaction is not made public through the disclosure of material fact, the Board of Directors shall not be allowed to resolve on the purchase or sale by the Company of shares issued by itself Prohibitions concerning Securities trading provided for in sections 2.3.1, and above shall be enforced until the disclosure of Material Information to the market. However, any such prohibitions shall be maintained, even after disclosure of Material Information whenever any Securities negotiations may interfere, in detriment to the Company or its shareholders, with the business conditions, act or fact related to the Material Information Exception to Trading Restrictions Pursuant to CVM Rule 358/02, the Related Persons shall be allowed to trade with Securities in the events provided for in section above, provided that such trading corresponds to the purchase of shares from the Company s treasury, through a private transaction, arising from the exercise of the option to purchase according to the granting or exercising of an option to purchase shares approved in a general shareholder s meeting Third-Party Liability

8 The provisions set forth in this Securities Trading Policy shall not release the liability of third parties indirectly related to the Company that are aware of any Material Information Applicable Sanctions and Penalties The Related Persons who fail to comply with any provisions set forth herein are subject to the applicable legal sanctions and penalties Amendment to the Policy Any amendments to this Securities Trading Policy must be informed to the CVM and to the Stock Exchanges Term of the Policy This Securities Trading Policy shall be effective on the date of its approval by the Board of Directors and shall remain in force for an indeterminate term, or otherwise until further opposite resolution Final Provisions The Related Persons and those acquiring this capacity shall sign the Term of Agreement according to the Form set forth in Exhibit I hereof The Company may set up additional securities non-trading periods other than those set forth in the present Securities Trading Policy, being only required to notify the Related Persons for this purpose Securities Trading by Related Persons during the non-trading periods, as set forth herein, may be authorized as an exception by the Board of executive Officers, upon express written request justifying the need for the trading Any breaches of this Securities Trading Policy verified by any Related Persons shall be immediately communicated to the Company s Investor Relations Officer and Board of Directors. *********

9 EXHIBIT I TO THE POLICY FOR TRADING SECURITIES ISSUED BY BRASILAGRO - COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS TERM OF AGREEMENT I, [name and identification], [job or position], hereby state that I am aware of the terms and conditions of the Policy for Trading Securities Issued by Brasilagro Companhia Brasileira de Propriedades Agrícolas ( Securities Trading Policy ), approved by the Board of Directors on August 9, 2012, pursuant to CVM Rule 358/02. I hereby formalize my adhesion to the Securities Trading Policy, committing to abide to all of its terms and conditions. I further state that I am aware that any breach of the dispositions set forth in the Securities Trading Policy shall be considered a serious violation, for the purposes provided for in Paragraph 3, of Article 11, of Law 6,385/76. [place], [date] [name]

10 EXHIBIT II TO THE MINUTES OF THE 88 th BOARD OF DIRECTORS MEETING HELD ON AUGUST 9, 2012 CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. I. About the Code Brasilagro strives to conduct its business activities with honesty and integrity, which requires that its business and daily relationships are conducted with strict compliance with all the applicable laws and regulations and in accordance with the highest ethical standards. The board members, executives and employees of Brasilagro must work with honesty, integrity and responsibility when interacting among themselves, with clients, investors, suppliers, government authorities and communication agents, as well as with any other entity or individual. This Code provides a wide range of guidelines regarding the accepted and expected individual or entrepreneur behavior; however, it is not possible to consider all the possible situations to be faced in the job relationships. Accordingly, this Code does not substitute each person s responsibility to be discerning and ask, whenever necessary, for advice on the best conduct to be followed. In case of doubt, the board members, executives and employees of Brasilagro must seek guidance from the members of the Ethical Committee, who will be available to answer to your questions, advise you and receive reports about suspected infringements. All the communication with the Ethics Committee related to this Code should be done by the electronic address All questionings will be treated as confidential. II. Duties and Responsibilities In accordance with this Code, the board members, executives and employees of Brasilagro must: conduct business with honesty and integrity, avoiding a conflict of interest between his behavior and his personal and professional life; ensure that any information of Brasilagro presented to government agencies, regulatory authorities and shareholders are complete, true, accurate and appropriate;

11 always act in accordance with the applicable laws, decrees and regulations; inform the Ethics Committee, in due time, any breach of this Code; and respect and care for the faithful compliance with this Code. III. Work Relationships Brasilagro is committed to contract and promote employees taking into consideration the qualifications and experience needed for the position, aiming to promote the development of its professionals based on equality, reliability, tolerance and respect. Brasilagro is also committed to promote secure and hygienic job conditions to its employees. It is each employee duty, however, to comply with security standards and procedures, health and hygiene in the work, assuming with responsibility the necessary guidelines to protect his coworkers and himself. All employees are responsible for the immediate information to their superior about any accident, unsecure work practice and/or condition. IV. Relationship with Shareholders The operations of Brasilagro are conducted in accordance with the international ethical standards, regulations and principles, including, among others, responsibility, honesty, and integrity. Brasilagro provides its shareholders transparent, true and accurate information of its results, financial statements, and other information which allows them to follow the Company s activities and the performance, always in strict conformity with the standards of the Brazilian Securities and Exchange Commission - CVM, of SEC - Securities and Exchange Commission and other applicable regulations. V. Confidential Information There is certain information of confidential nature, such as information related to business, investments in business prospection, financial statements not disclosed yet, purchase and sale of any type of significant assets, data and facts which may result in litigation significantly affecting the financial statements, our clients data, internal procedures, policies and organizational issues, among others, that must be protected and properly used. Such information can only be used for the proposed purpose and shall not be shared with outsiders, or with employees who do not need it for the fulfillment of their tasks. Unintended disclosures must be avoided. VI. Securities Trading

12 The board members, executives and employees who have and/or trade shares or any other security issued by Brasilagro, of competitor companies and/or companies with which Brasilagro maintains business relationship should strictly notice the Policy for Trading Securities Issued by Brasilagro. VII. Adverting, Publicity and Promotions The relationship between Brasilagro and media should be based on transparence, reliability and trust, always taking into consideration the ethical values. Brasilagro advertising and promotions should promote a clear and honest message, which cannot be misunderstood by its investors, clients and/or suppliers. VIII. Integrity in Business No board member, executive or employee of Brasilagro should: give or receive favors or benefits to or from clients, potential clients, suppliers, potential suppliers, other counselor, director or employee, government authorities, other entities or individuals, which could be perceived as inappropriate or do not keep relationship with Brasilagro s operations and business; personally benefit from the results of opportunities arising from the use of assets owned by the Company, contacts, information or the position occupied in the organization; work or render services (including consultancy) in competitor companies or activities which could be in conflict with the Company s interests; perform tasks or any personal activities during the working day, unless otherwise specifically authorized by his immediate superior; act in behalf of Brasilagro in a transaction in which himself, or his direct family or companies related to him, have a direct or indirect interest. Only in the following situations board members, executives and employees may accept or offer benefits to or from other counselors, directors, employees, suppliers, clients, government authorities: Christmas, social event or special occasion such as promotion, graduation, anniversary, wedding, child s birth, retirement, etc., provided that such benefits do not exceed in their whole the amount established in the fiscal year, according to Exhibit I attached hereto, or that are an usual practice among the employees of the organization. IX. Policies, Procedures and Internal Controls

13 The board members, executives and employees of Brasilagro must comply with the policies, procedures and internal controls of the Company. Such control procedures include, among others, those related to: the use of passwords (personal and not transferable); access, use and supply of information; authorizations and approvals; management of resources and other own resources; record of operations; and matters involving assumption of obligations before third parties. X. Protection and Good Use of the Company s Assets The board members, executives and employees of Brasilagro are duty-bound to protect the Company s assets, ensuring their efficient use and are not authorized to use such assets in an inappropriate manner or with a divergent purpose other than his work, unless expressed authorization by his immediate superior. The assets of Brasilagro should be only used for legitimate and appropriate purposes. Any invention, model, article, presentation, memorandum, software or website created as a result of the association or job relationship or of the services rendering to Brasilagro are the exclusive property of Brasilagro. XI. Employees Responsibility All Brasilagro s employees must read the Code and sign a receipt of delivery, in which they accept and are committed to perform according to what is established in the Code. The violations to the Code shall be punished pursuant to the labor legislation, including dismissal with just cause, without prejudice to the applicable civil or penal action. XII. Code Management Divergences and disputes resolutions among the counselors, directors and/or employees arising from this Code are the Ethics Committee competence, which is also responsible, in cases of the Code violation, for determining the applicable disciplinary sanctions. The Ethics Committee is composed by two instances, as follows: (a) the First Instance is formed by 2 Directors and 1 Manager, designated in Exhibit II attached hereto, being responsible for the resolution of issues related to the Code involving employees of the Company; and (b) the Second Instance is formed by 1 Director and 2 members of the Board of Directors, designated in Exhibit II attached hereto, being responsible for the solution of issues related to the Code involving counselors and directors of the Company.

14 The members of the second instance of the Ethics Committee shall be appointed by the Board of Directors, while the members of the first instance of the Ethics Committee shall be appointed by the second instance of the Ethics Committee. Any change to this Code should be proposed by the First Instance of the Ethics Committee and submitted to the approval of the Second Instance of the Ethics Committee. Renouncements to the Code may only be granted by the Second Instance of the Ethics Committee. XIII. Reporting Infringements Should any board member, executive or employee become aware or suspect of any Law or applicable regulation infringement of this Code or of any policies, procedures or internal control of Brasilagro, such infringement or questionable conduct shall be immediately reported to the Ethics Committee. Nobody will be subject to retaliation due to a good faith report, which respects the right and the right to privacy of the people involved, under suspicious of infringement or questionable conduct. All the reported infringements shall be promptly inspected and treated as confidential. It is essential that those reporting infringements do not conduct their own preliminary investigation. Investigations about alleged infringements may involve complex legal issues, and by acting on his own may commit the integrity of the investigation and adversely affect both the one reporting the fact and Brasilagro.

15 EXHIBIT I TO THE CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. The benefits, individually or in its aggregate value, cannot exceed the amount of five hundred reais (R$500.00), limit that should be effective during the financial year of the Company started at June 30, EXHIBIT II TO THE CODE OF ETHICAL CONDUCT OF BRASILAGRO COMPANHIA BRASILEIRA DE PROPRIEDADES AGRÍCOLAS S.A. Members of the Ethics Committee: First Instance: Gustavo López. Mariana Rezende André Guillhaumon Second Instance: Alejandro Gustavo Elsztain Saul Zang Julio Toledo Piza

"Managers": the Company s Officers and the members of its Board of Directors

Managers: the Company s Officers and the members of its Board of Directors TRADING POLICY FOR SECURITIES ISSUED BY BRASCAN RESIDENTIAL PROPERTIES S.A. I. PURPOSE The following Policy aims to consolidate the rules and procedures that must be observed by: i. the Company s Controlling

More information

Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information

Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information 1. Objective This "Internal Code of Conduct on Matters Relating to the Stock Market and Policy

More information

STOCK TRADING POLICY. 1. Objective

STOCK TRADING POLICY. 1. Objective 1. Objective 1.1. To formalize a Stock Trading Policy for the stock issued by the companies METALÚRGICA GERDAU S.A. and GERDAU S.A. (jointly with the direct and indirect associated companies and subsidiaries,

More information

CORPORATE GOVERNANCE LEVEL 2 LISTING REGULATION

CORPORATE GOVERNANCE LEVEL 2 LISTING REGULATION CORPORATE GOVERNANCE LEVEL 2 LISTING REGULATION THIS IS A FREE TRANSLATION. IN CASE OF DIVERGENCES WITH THE PORTUGUESE VERSION, THIS LAST ONE SHALL PREVAIL. CORPORATE GOVERNANCE LEVEL 2 LISTING REGULATION

More information

INSIDER TRADING AND REPORTING POLICY

INSIDER TRADING AND REPORTING POLICY INSIDER TRADING AND REPORTING POLICY I. INTRODUCTION Employees, officers, directors, consultants, contractors and agents of Pembina Pipeline Corporation (the "Corporation") and its subsidiaries may from

More information

FERRELLGAS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

FERRELLGAS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS FERRELLGAS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS I. PURPOSE OF THE CODE The Ferrellgas Code of Ethics (this Code ) is intended to serve as the code of ethics described in Section

More information

SM ENERGY COMPANY CODE OF BUSINESS CONDUCT AND CONFLICT OF INTEREST POLICY

SM ENERGY COMPANY CODE OF BUSINESS CONDUCT AND CONFLICT OF INTEREST POLICY SM ENERGY COMPANY CODE OF BUSINESS CONDUCT AND CONFLICT OF INTEREST POLICY We at SM Energy Company are committed to compliance with applicable laws, rules and regulations and to conducting our business

More information

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY

ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY 1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed

More information

THE BERWYN FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCAL OFFICERS

THE BERWYN FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCAL OFFICERS THE BERWYN FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCAL OFFICERS I. Covered Officers/Purpose of the Code This Berwyn Funds code of ethics (the Code ) for the investment company ( Fund ) applies

More information

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY

TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY TARTISAN RESOURCES CORP. INSIDER TRADING AND BLACK-OUT POLICY DECEMBER 21, 2010 Table of Contents EXECUTIVE SUMMARY... 3 INTRODUCTION... 3 MATERIAL INFORMATION... 4 PERSONS IN A SPECIAL RELATIONSHIP WITH

More information

Internal policy relating to trading in securities and compliance with French laws and regulations applicable to insider trading.

Internal policy relating to trading in securities and compliance with French laws and regulations applicable to insider trading. «In case of a doubt concerning the interpretation of the text please note that the French document will take precedence. Valeo Internal policy relating to trading in securities and compliance with French

More information

Professional Solutions Insurance Company. Business Associate Agreement re HIPAA Rules

Professional Solutions Insurance Company. Business Associate Agreement re HIPAA Rules Professional Solutions Insurance Company Business Associate Agreement re HIPAA Rules I. Purpose of Agreement This Agreement reflects Professional Solutions Insurance Company s agreement to comply with

More information

code of Business Conduct and ethics

code of Business Conduct and ethics code of Business Conduct and ethics Introduction This document provides information about our Code of Business Conduct and Ethics. All directors, officers and employees are individually and collectively

More information

Evergreen Solar, Inc. Code of Business Conduct and Ethics

Evergreen Solar, Inc. Code of Business Conduct and Ethics Evergreen Solar, Inc. Code of Business Conduct and Ethics A MESSAGE FROM THE BOARD At Evergreen Solar, Inc. (the Company or Evergreen Solar ), we believe that conducting business ethically is critical

More information

UNIVERSAL INSURANCE HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS. Revised as of March 3, 2014

UNIVERSAL INSURANCE HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS. Revised as of March 3, 2014 I. Statement of Policy UNIVERSAL INSURANCE HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Revised as of March 3, 2014 Universal Insurance Holdings, Inc. ( UIH ) and its subsidiaries (collectively,

More information

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY CODE OF BUSINESS CONDUCT AND ETHICS

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY CODE OF BUSINESS CONDUCT AND ETHICS PHILIPPINE LONG DISTANCE TELEPHONE COMPANY CODE OF BUSINESS CONDUCT AND ETHICS Philippine Long Distance Telephone Company ( PLDT or the Company ) is dedicated to doing business in accordance with the highest

More information

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY

QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY QUESTERRE ENERGY CORPORATION (the Corporation ) INSIDER TRADING AND REPORTING POLICY The purpose of this insider policy is to summarize the insider trading restrictions to which directors, officers, consultants

More information

Hyatt Hotels Corporation. Code of Business Conduct and Ethics

Hyatt Hotels Corporation. Code of Business Conduct and Ethics INTRODUCTION This (this Code ) is designed to reaffirm and promote Hyatt Hotels Corporation s compliance with laws and ethical standards applicable in all jurisdictions in which Hyatt Hotels Corporation

More information

EXHIBIT C BUSINESS ASSOCIATE AGREEMENT

EXHIBIT C BUSINESS ASSOCIATE AGREEMENT EXHIBIT C BUSINESS ASSOCIATE AGREEMENT THIS AGREEMENT is made and entered into by and between ( Covered Entity ) and KHIN ( Business Associate ). This Agreement is effective as of, 20 ( Effective Date

More information

ABBVIE INC. GOVERNANCE GUIDELINES. I. Director Independence and Qualifications... 1. II. Director Responsibilities... 2

ABBVIE INC. GOVERNANCE GUIDELINES. I. Director Independence and Qualifications... 1. II. Director Responsibilities... 2 ABBVIE INC. GOVERNANCE GUIDELINES I. Director Independence and Qualifications... 1 II. Director Responsibilities... 2 III. Board and Committee Meetings... 3 IV. Board Committees... 3 V. Director Access

More information

BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments

BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments Contents Page Recitals 3 Chapter I Introduction 3 Article 1 Definitions 3 Article 2 Scope

More information

PACIFIC EXPLORATION & PRODUCTION CORPORATION INSIDER TRADING POLICY

PACIFIC EXPLORATION & PRODUCTION CORPORATION INSIDER TRADING POLICY PACIFIC EXPLORATION & PRODUCTION CORPORATION INSIDER TRADING POLICY Introduction: Pacific Exploration & Production Corporation (the Corporation ) encourages all employees to become shareholders on a long-term

More information

COMPANY POLICY CODE OF BUSINESS CONDUCT AND ETHICS

COMPANY POLICY CODE OF BUSINESS CONDUCT AND ETHICS COMPANY POLICY Number: 1-96-206 Effective Date: 6/28/89 Revision: 05/13/13 Reviewed: 02/03/16 Approved: Board of Directors of Appvion, Inc. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE. The purpose of

More information

Policy Title: INSIDER TRADING POLICY # of Pages - 10. Approval Source: Board of Directors

Policy Title: INSIDER TRADING POLICY # of Pages - 10. Approval Source: Board of Directors GIBSON ENERGY (and affiliated companies) POLICY Department Responsible: Legal Policy # CORP 6.0 Policy Title: INSIDER TRADING POLICY # of Pages - 10 Initial Approval Date: August 10, 2011 Revision #: 2

More information

CODE OF ETHICS FOR THE BOARD OF DIRECTORS, OFFICERS, AND EMPLOYEES

CODE OF ETHICS FOR THE BOARD OF DIRECTORS, OFFICERS, AND EMPLOYEES Introduction CODE OF ETHICS FOR THE BOARD OF DIRECTORS, OFFICERS, AND EMPLOYEES This Code of Ethics for the Board of Directors, Officers, and Employees ( Code of Ethics ) has been approved by the Board

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ( Agreement ) by and between (hereinafter known as Covered Entity ) and Office Ally, LLC. (hereinafter known as Business Associate ), and

More information

INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015

INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015 INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015 1. Introduction 1.1 Expectations INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015

More information

WESTERN ASSET MORTGAGE CAPITAL CORPORATION CODE OF CONDUCT

WESTERN ASSET MORTGAGE CAPITAL CORPORATION CODE OF CONDUCT WESTERN ASSET MORTGAGE CAPITAL CORPORATION CODE OF CONDUCT I. Introduction This Code of Conduct (the "Code") sets out basic principles to guide the day-today business activities of directors, officers

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY INSIDER TRADING AND BLACKOUT POLICY Amended and Restated by the Board of Directors on December 22, 2011 Page 1 of 11 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY... 3 2. INTRODUCTION... 4 3. MATERIAL INFORMATION...

More information

Sanchez Energy Corporation. Code of Business Conduct and Ethics

Sanchez Energy Corporation. Code of Business Conduct and Ethics Sanchez Energy Corporation Code of Business Conduct and Ethics Introduction The Board of Directors (the Board ) of Sanchez Energy Corporation (the Company ) has adopted this Code of Business Conduct and

More information

BB SEGURIDADE PARTICIPAÇÕES S.A. AUDIT COMMITTEE S INTERNAL RULES

BB SEGURIDADE PARTICIPAÇÕES S.A. AUDIT COMMITTEE S INTERNAL RULES CHAPTER I PURPOSE BB SEGURIDADE PARTICIPAÇÕES S.A. AUDIT COMMITTEE S INTERNAL RULES Art. 1. This Internal Regulation ( Regulation ), prepared based on the best corporate governance practices, governs the

More information

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016)

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016) CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY (Adopted as of August 4, 2014; Amended as of January 20, 2016) The Board of Directors (the Board ) of Tribune Publishing Company (the Company

More information

Code of Ethics. I. Definitions

Code of Ethics. I. Definitions Code of Ethics Old North State Trust, LLC (the Company ) has adopted this Code of Ethics in recognition of the principle that all Supervised Persons (as defined below) of the Company have a fiduciary duty

More information

OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010)

OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010) OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010) This Short Swing Trading and Reporting Policy (this Policy ) provides guidelines to each director and Section

More information

CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013

CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013 CODE OF GOVERNANCE BB SEGURIDADE PARTICIPAÇÕES S.A. 2/22/2013 1. INTRODUCTION 1.1 Corporate Governance is a concept of organizational management covering matters involving the controlling and management

More information

INVESTMENT MANAGEMENT SERVICES AGREEMENT

INVESTMENT MANAGEMENT SERVICES AGREEMENT INVESTMENT MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made this day of, 20 by and between I.Q. Trends Private Client Asset Management (the Advisor ), a California corporation, whose principal place

More information

Code of Business Conduct and Ethics. Strike Energy Limited ACN 078 012 745

Code of Business Conduct and Ethics. Strike Energy Limited ACN 078 012 745 Code of Business Conduct and Ethics Strike Energy Limited ACN 078 012 745 Approved: 2 December 2014 Contents 1. General... 1 2. Responsibilities to shareholders and the financial community generally...

More information

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2

Share Trading Policy. Australian Careers Network Limited ACN 168 592 434. Doc ID 165479751/v2 Share Trading Policy Australian Careers Network Limited ACN 168 592 434 Ref 304685 Level 14, Australia Square, 264-278 George Street, Sydney Telephone +61 2 9334 8555 NSW 2000 Australia GPO Box 5408, Sydney

More information

Code of Business Conduct and Ethics. With Special Message for Senior Business and Finance Leaders

Code of Business Conduct and Ethics. With Special Message for Senior Business and Finance Leaders Code of Business Conduct and Ethics With Special Message for Senior Business and Finance Leaders Index Letter from our Chairman & CEO and from our President Annual Letter to Senior Leaders Introduction

More information

I. Compliance with Applicable Governmental Laws, Rules, Regulations, and Agreements

I. Compliance with Applicable Governmental Laws, Rules, Regulations, and Agreements Updated: 2.18.2007 Check Point Software Technologies Ltd. CODE OF ETHICS AND BUSINESS CONDUCT Purpose The Board of Directors ( Board ) of Check Point Software Technologies Ltd. ( Check Point ) has adopted

More information

DISCRETIONARY INVESTMENT ADVISORY AGREEMENT

DISCRETIONARY INVESTMENT ADVISORY AGREEMENT DISCRETIONARY INVESTMENT ADVISORY AGREEMENT This Discretionary Investment Advisory Agreement (this Agreement ) is between (the "Client") and LEONARD L. GOLDBERG d/b/a GOLDBERG CAPITAL MANAGEMENT, a sole

More information

SR-SCCP Page 61 of 70 * * * * * * * * * *

SR-SCCP Page 61 of 70 * * * * * * * * * * SR-SCCP-2016-01 Page 61 of 70 Deleted text is [bracketed]. New text is underlined. BY-LAWS OF NASDAQ, INC. Sec. 3.1 Annual Meetings of Stockholders * * * * * * * * * * EXHIBIT 5 (a) Nominations of persons

More information

AUDAX CREDIT BDC INC. SOX CODE OF ETHICS

AUDAX CREDIT BDC INC. SOX CODE OF ETHICS I. Covered Persons/Purpose of this Code AUDAX CREDIT BDC INC. SOX CODE OF ETHICS This code of ethics (this Code ) for purposes of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ) for

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the "Agreement") is made and entered into this day of,, by and between Quicktate and idictate ("Business Associate") and ("Covered Entity").

More information

Corporate Code of Ethics

Corporate Code of Ethics FERROVIAL CORPORATE CODE OF ETHICS Corporate Code of Ethics Our complete commitment to the ethics and integrity of our workforce highlights us as a serious company committed to its stakeholders interests.

More information

SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES

SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES Good governance, ethical conduct, accountability and transparency are essential to the success of a public company. The Board of Directors

More information

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION As of January 1, 2015 BOVIE MEDICAL CORPORATION Corporate Governance Guidelines I. INTRODUCTION... 1 II. BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS...

More information

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities.

M E M O R A N D U M. The Policy provides for blackout periods during which you are prohibited from buying or selling Company securities. M E M O R A N D U M TO: FROM: All Directors, Officers and Covered Persons of Power Solutions International, Inc. and its Subsidiaries Catherine Andrews General Counsel and Insider Trading Compliance Officer

More information

INSIDER TRADING POLICY

INSIDER TRADING POLICY U.S. Federal securities laws prohibit: INSIDER TRADING POLICY the purchase or sale of securities by persons who are aware of material nonpublic information about a company, and/or the disclosure of material

More information

INSIDER TRADING AND BLACKOUT POLICY

INSIDER TRADING AND BLACKOUT POLICY HUMAN RESOURCES POLICY Policy Number RH-GEN.10 Date issued 2005-09-08 Date updated Approved at July 30, 2014 meeting of the Board of Directors Issued by Human Resources Department Approved by Management

More information

Ur-Energy Inc. Code of Business Conduct and Ethics

Ur-Energy Inc. Code of Business Conduct and Ethics Ur-Energy Inc. Code of Business Conduct and Ethics As Amended Effective February 5, 2014 2957409.2 TABLE OF CONTENTS INTRODUCTION... 3 CONFLICTS OF INTEREST... 3 GIFTS, INVITATIONS AND ENTERTAINMENT GUIDELINES...

More information

Code of Ethics Effective June 1, 2015

Code of Ethics Effective June 1, 2015 Code of Ethics Effective June 1, 2015 APPLICABLE RULES AND REGULATIONS Rule 17j-1 of the Investment Company Act of 1940, as amended Rule 204A-1 of the Investment Advisers Act of 1940, as amended I. POLICY

More information

Charles Carroll Financial Partners, LLC INVESTMENT ADVISORY CONTRACT

Charles Carroll Financial Partners, LLC INVESTMENT ADVISORY CONTRACT Charles Carroll Financial Partners, LLC INVESTMENT ADVISORY CONTRACT Charles Carroll Financial Partners Investment Advisory Contract 03-13 1 INVESTMENT AGREEMENT The undersigned ( Client ), being duly

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the Agreement ) is effective as of (the Agreement Effective Date ) by and between the Administrators of the Tulane Educational Fund acting

More information

CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS. Amended and Restated as of November 13, 2013

CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS. Amended and Restated as of November 13, 2013 CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS Amended and Restated as of November 13, 2013 THIS SHORT-SWING TRADING AND REPORTING POLICY APPLIES TO ALL DIRECTORS AND

More information

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012 STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE AND SCOPE As amended by the Board of Directors on May 10, 2012 The primary function of the Committee

More information

CODE OF ETHICS AND BUSINESS CONDUCT

CODE OF ETHICS AND BUSINESS CONDUCT CODE OF ETHICS AND BUSINESS CONDUCT Date of Issue: 22 January 2015 Version number: 2 LUXFER HOLDINGS PLC Code of Ethics and Business Conduct Luxfer Holdings PLC is committed to conducting its business

More information

Explanatory Memorandum

Explanatory Memorandum Explanatory Memorandum Authorisation for the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, and Article 132 of Legislative

More information

HIPAA BUSINESS ASSOCIATE AGREEMENT

HIPAA BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement, dated as of September 22, 2014 ( BA Agreement ), supplements and is made a part of the Services Agreement (as defined below) by and

More information

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company

More information

CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers

CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers 26 August 2009 I. INTRODUCTION This "CNOOC Limited Code of Ethics for Directors

More information

Lar España Real Estate SOCIMI, S.A. Internal Code of Conduct in the Securities Markets

Lar España Real Estate SOCIMI, S.A. Internal Code of Conduct in the Securities Markets Lar España Real Estate SOCIMI, S.A. Internal Code of Conduct in the Securities Markets Madrid, 06 February 2014 CONTENTS 1. PURPOSE 3 2. DEFINITIONS 3 3. SCOPE OF APPLICATION 6 4. HANDLING OF INSIDE INFORMATION

More information

UNITED NATIONS INTERNATIONAL SCHOOL CONFLICT OF INTEREST POLICY

UNITED NATIONS INTERNATIONAL SCHOOL CONFLICT OF INTEREST POLICY UNITED NATIONS INTERNATIONAL SCHOOL CONFLICT OF INTEREST POLICY Article I: Scope This Conflict of Interest Policy ("Policy") applies to all members of the Board of Trustees of the United Nations International

More information

GB MINERALS LTD INSIDER TRADING POLICY

GB MINERALS LTD INSIDER TRADING POLICY GB MINERALS LTD INSIDER TRADING POLICY (as approved by the Board of Directors in May 2014) - 2 - Contents 1. POLICY STATEMENT... 3 2. PERSONS AND SECURITIES COVERED BY THIS POLICY... 3 3. MATERIAL NON-PUBLIC

More information

Corporate policy statement on ethical business practices of BCD Travel

Corporate policy statement on ethical business practices of BCD Travel Corporate policy statement on ethical business practices of BCD Travel 1. Statement of policy It is a fundamental policy of the company to conduct its business with honesty and integrity and in accordance

More information

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy

SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy SEAFIELD RESOURCES LTD. (the Corporation ) Insider Trading Policy 1. Introduction The Board of Directors of the Corporation 1 has determined that the Corporation should formalize its policy on securities

More information

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft APPROVED by the General Meeting of Shareholders of Open Joint Stock Company Oil Company Rosneft 07 June 2006 Minutes No. REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft 1 TABLE OF CONTENTS

More information

HIPAA BUSINESS ASSOCIATE AGREEMENT

HIPAA BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement and is made between BEST Life and Health Insurance Company ( BEST Life ) and ( Business Associate ). RECITALS WHEREAS, the U.S.

More information

Compliance Policy ALCO recommended standard

Compliance Policy ALCO recommended standard 1. PURPOSE In accordance with CSSF Circular 2004/155, the board of directors of [NAME OF COMPANY] (hereafter the Company ) has adopted the following Compliance Policy. The Company s Compliance function

More information

Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics. March 10, 2013

Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics. March 10, 2013 Asterias Biotherapeutics, Inc. Code Of Business Conduct And Ethics March 10, 2013 This Code of Business Conduct and Ethics (the "Code") sets forth legal and ethical standards of conduct for directors,

More information

CODE OF BUSINESS CONDUCT AND ETHICS

CODE OF BUSINESS CONDUCT AND ETHICS Effective: 1 st April 2015 Table of Contents 1. PURPOSE... 3 2. SCOPE... 3 3. OWNERSHIP... 3 4. DEFINITIONS... 3 5. CONFLICTS OF INTEREST... 3 6. CORPORATE OPPORTUNITIES... 4 7. CONFIDENTIALITY AND PRIVACY...

More information

PRINCIPLES OF CORPORATE GOVERNANCE FOR SUPERVISED INSTITUTIONS

PRINCIPLES OF CORPORATE GOVERNANCE FOR SUPERVISED INSTITUTIONS PRINCIPLES OF CORPORATE GOVERNANCE FOR SUPERVISED INSTITUTIONS Content of principles I. ORGANISATION AND ORGANISATIONAL STRUCTURE 1. 1 The organisation of a supervised institution should enable meeting

More information

Companies Law of the People's Republic of China

Companies Law of the People's Republic of China Companies Law of the People's Republic of China Order of the President of the People s Republic of China No. 42 The Companies Law of the People s Republic of China has been revised and adopted at the 18th

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES (As amended and restated by the Board of Directors through October 2014) COMPOSITION OF THE BOARD OF DIRECTORS The Certificate of Incorporation of The Walt Disney Company

More information

TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011)

TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011) TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011) I. Purpose Applicable securities laws in Canada prohibit the purchase or sale of securities on the basis of material non-public information

More information

Employee Settlement and Release Agreement.

Employee Settlement and Release Agreement. Form: Description: Release: No Disparagement: References: Review by Counsel: Employee Settlement and Release Agreement. This is a sample form agreement for the settlement of any claims by an employee against

More information

ELEMENT FINANCIAL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS

ELEMENT FINANCIAL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS APPENDIX I ELEMENT FINANCIAL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS As of December 14, 2011 1. Introduction This Code of Business Conduct and Ethics ( Code ) has been adopted by our Board of Directors

More information

CEMEX Insider Trading Policy General policy, amended as of March 2010

CEMEX Insider Trading Policy General policy, amended as of March 2010 Compliance Internal Policy Statement CEMEX Insider Trading Policy General policy, amended as of March 2010 Prepared by: Hector Campa - Financial Compliance Department Luis Garcia - International Legal

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the Agreement ) is by and between ( Covered Entity )and CONEX Med Pro Systems ( Business Associate ). This Agreement has been attached to,

More information

Message from the Co-Chairmen and Chief Executive Officers

Message from the Co-Chairmen and Chief Executive Officers Message from the Co-Chairmen and Chief Executive Officers As each of us works to meet individual and Company-wide business goals here at Torchmark, we must all ensure that the work we perform and the business

More information

CONTRIBUTION AGREEMENT of INCROWD ALABAMA FUND I, LLC

CONTRIBUTION AGREEMENT of INCROWD ALABAMA FUND I, LLC CONTRIBUTION AGREEMENT of INCROWD ALABAMA FUND I, LLC INSTRUCTIONS TO INVESTORS EACH PROSPECTIVE INVESTOR IN INCROWD ALABAMA FUND I, LLC (THE COMPANY ) SHOULD EXAMINE THE SUITABILITY OF THIS TYPE OF INVESTMENT

More information

Code of Conduct ACS-DOBFAR

Code of Conduct ACS-DOBFAR Code of Conduct ACS-DOBFAR Board of Directors of 23/10/2012 The success of one company is based on values of transparency, credibility and loyalty, principles that represent the heritage of a company:

More information

HIPAA BUSINESS ASSOCIATE AGREEMENT

HIPAA BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("BA AGREEMENT") supplements and is made a part of any and all agreements entered into by and between The Regents of the University

More information

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork,

These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, TERMS AND CONDITIONS INFLUENCERS AT WORK These TERMS AND CONDICTIONS (this Agreement ) are agreed to between InfluencersAtWork, Ltd. ( InfluencerAtWork ) and you, or if you represent a company or other

More information

Corporate Governance Charter

Corporate Governance Charter BHF Kleinwort Benson Group SA Public limited liability company Avenue Louise 326 1050 Brussels RLE n 0866.015.010 Corporate Governance Charter Last amended as of 24 March 2015 Contents 1 Board of Directors...

More information

HIPAA BUSINESS ASSOCIATE AGREEMENT

HIPAA BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This Agreement, dated as of, 2015 ("Agreement"), by and between, on its own behalf and on behalf of all entities controlling, under common control with or controlled

More information

Board of Directors Code of Conduct - 2010

Board of Directors Code of Conduct - 2010 CMS Energy Corporation Consumers Energy Company Board of Directors Code of Conduct - 2010 The CMS Energy Corporation ( CMS Energy ) and Consumers Energy Company ( Consumers ) Boards of Directors (the Board

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (this Agreement ) is made effective as of ( Effective Date ) by and between Sentara Health Plans, Inc. ( Covered Entity ) and ( Business Associate

More information

BUSINESS ASSOCIATE AGREEMENT

BUSINESS ASSOCIATE AGREEMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the Agreement ) is entered into by and between Professional Office Services, Inc., with principal place of business at PO Box 450, Waterloo,

More information

CUBIC ENERGY, INC. Code of Business Conduct and Ethics

CUBIC ENERGY, INC. Code of Business Conduct and Ethics CUBIC ENERGY, INC. Code of Business Conduct and Ethics Introduction Our Company s reputation for honesty and integrity is the sum of the personal reputations of our directors, officers and employees. To

More information

Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A.

Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. (Consolidated text approved by the Board of Directors on March 24, 2015) INDEX CHAPTER I. INTRODUCTION... 3 Article

More information

PARTNERS HEALTHCARE SYSTEM, INC. Policy on Consulting and Other Outside Activities

PARTNERS HEALTHCARE SYSTEM, INC. Policy on Consulting and Other Outside Activities PARTNERS HEALTHCARE SYSTEM, INC. Policy on Consulting and Other Outside Activities I. Policy This Policy on Consulting and Other Outside Activities establishes rules for acceptable outside activities for

More information

CODE OF BUSINESS CONDUCT AND ETHICS

CODE OF BUSINESS CONDUCT AND ETHICS CODE OF BUSINESS CONDUCT AND ETHICS Wellgreen Platinum Ltd. Suite 1128-1090 West Georgia Street 604.569.3690 info@wellgreenplatinum.com CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION This Code of

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE BOARD OF DIRECTORS MANDATE Board approved: May 7, 2014 This mandate provides the terms of reference for the Boards of Directors (each a Board ) of each of Economical Mutual Insurance Company ( Economical

More information

Share Trading Policy. Ecosave Holdings Limited ACN 160 875 016. Revision 1: 4 July 2013. 94721781/v2

Share Trading Policy. Ecosave Holdings Limited ACN 160 875 016. Revision 1: 4 July 2013. 94721781/v2 Share Trading Policy Ecosave Holdings Limited ACN 160 875 016 Revision 1: 4 July 2013 94721781/v2 Table of Contents 1. Introduction...1 2. Definitions...1 3. Scope of transactions...2 4. Standards...2

More information

Share Trading Policy. Spotless Group Holdings Limited ACN 154 229 562

Share Trading Policy. Spotless Group Holdings Limited ACN 154 229 562 Share Trading Policy Spotless Group Holdings Limited ACN 154 229 562 Adopted by the Company board on 26 March 2014 Contents Page 1 Introduction 1 2 Persons to whom this Policy applies 1 3 Purpose 1 4 Restrictions

More information

PHOENIX NEW MEDIA LIMITED STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING

PHOENIX NEW MEDIA LIMITED STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING PHOENIX NEW MEDIA LIMITED STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING Adopted on [ ], 2011 and effective conditional and immediately upon commencement

More information

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics Code of Business Conduct and Ethics HTH039web Ed. 2015-03-06 Instruction - Part of the OIP process documentation: HR002 1. Framework This Procedure establishes the basic framework for standards of business

More information

FirstCarolinaCare Insurance Company Business Associate Agreement

FirstCarolinaCare Insurance Company Business Associate Agreement FirstCarolinaCare Insurance Company Business Associate Agreement THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement"), is made and entered into as of, 20 (the "Effective Date") between FirstCarolinaCare Insurance

More information

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT INTERNATIONAL SECURITIES EXCHANGE, LLC

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT INTERNATIONAL SECURITIES EXCHANGE, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTERNATIONAL SECURITIES EXCHANGE, LLC TABLE OF CONTENTS ARTICLE I FORMATION OF THE COMPANY...1 Section 1.1. Formation of the Company....

More information