GEMA TRAVEL  CORPORATE CODE OF ETHICS

PREAMBLE

GEMA TRAVEL - Tour Operators, S.A., is a private company established under Cabo Verde law, founded on 12 September 2014, It combines the expertise and accumulated experience of more than 40 years of professional activity in the Cabo Verde Diaspora, in Europe and the African continent, with the long experience and professional competence of shareholders living in Cabo Verde, in various fields of economic activity, and in public and private administration.

GEMA TRAVEL has its Core focused on business areas related to holiday and leisure tourism, event and business tourism, exploration of Online Stores, and cargo and luggage services by land, sea and air. It also has specialized programs and services for the African community in general and Cabo Verde community in particular, non-residents. GEMA TRAVEL also leads a robust Social Responsibility programme which positions itself in its time and in its space.

Article 1
Nature and scope
This Deontological Code is applicable to GEMA TRAVEL and to all companies that, having approved it, are in a controlling or group relationship with GEMA TRAVEL, as well as to the Complementary Business Groups formed by these companies, without prejudice to other legal and regulatory provisions to which, by virtue of the exercise of their duties, the holders of their respective corporate bodies are obliged, as well as to permanent or occasional employees, representatives, internal and external auditors and other persons providing them services on a permanent or occasional basis are required by virtue.

Article 2
Internal Organisation
1. Internal organisation

1.1 In order to avoid the occurrence of conflicts of interest between the company and its customers, or among customers, and except where expressly permitted by law and the Board of Directors of GEMA TRAVEL or of the participated companies so decide, the different activities developed, allowed by law, shall be organised and managed autonomously.

1.2 The organic structure of companies must allow, as far as possible, the assignment of employees exclusively to each activity, without interference in any other activity that may give rise to a conflict of interest.

1.3 Organic units must ensure high levels of technical competence and should have the adequate technical and human resources to provide services and to make available products and services under appropriate conditions of quality and efficiency.

2. The internal organisation shall also comply with the following principles:

2.1 The segmentation of markets and the diversification of products and services presuppose, on the part of the employees, the correct and permanent identification of the specific needs of each customer, contributing in this way to intensify the relationship with the customer and his/her loyalty.

2.2 The consideration of existing interconnections between the different specialised areas, aiming at the integral satisfaction of customers by obtaining the levels of quality and profitability that have been previously announced or contracted.

Article 3
Internal Operation and Control
1. The different areas and organic units of GEMA TRAVEL and of each participated company must set the performance of their duties in full and systematic compliance with the internal control procedures adopted at each level, in particular those relating to segregation of duties, justification of technical, accounting and financial information, risk assessment and achievement of objectives, thereby ensuring the appropriate transparency of the activities carried out.

2. The treatment of personal data of customers, financiers, investors, partners, suppliers and other creditors, with or without automated means, shall be governed by the security and confidentiality rules appropriate to the risk that the treatment of personal data presents, in particular, those relating to unauthorised access.

3. For the purpose of the provisions of the preceding paragraphs, the complete physical and functional separation between business activities and the respective operational control services must be observed.

4. The different organic units must ensure that customers are treated impeccably and contribute for their satisfaction, strive to ensure fair and timely handling of their complaints, and also to arrange the organisation of the archive and documentation in order to ensure their easy handling and identification in accordance with the needs of the internal and external audit functions and in compliance with the legal and regulatory provisions in force.

5. In any case, GEMA TRAVEL, as well as the companies in which it participates, such as the organic units of those companies, shall take, in internal operation and in relation to each other, the necessary measures to avoid the occurrence of conflicting situations or misuse of information, in conditions that do not conflict with the legal provisions.

6. The Company Secretary shall exercise the supervisory function of this Deontological Code and other internal regulations as well as the applicable norms and laws, carrying out permanent actions to verify and evaluate the internal control system of the company and associated companies.

Article 4
Information and Communication
1. The provision of services, compulsory or optional, to the general public, to customers in particular or to the competent authorities, shall be carried out with strict observance of the principle of legality, in particular the applicable legal provisions and specific regulatory standards.

2. Publicity about the company, the participated companies and their activities or products shall be promoted taking into account the legal discipline and specific internal regulations that apply to it.

3. In advertising or marketing actions, consumer interests shall be taken into account and the principles of truthfulness, objectivity, clarity and timeliness shall be respected.

Article 5
General Duties in the Performance of Functions
1. Employees are strictly prohibited from using for their own benefit or to the detriment of third parties any information obtained in connection with the professional activity.

2. In the performance of their duties, employees shall conduct their performance by the highest standards of personal integrity and honesty, complying with all legal and regulatory provisions in force applicable to the activities to which they are attached, as well as all professional deontological standards envisaged in the Codes of Conduct that regulate the industrial, commercial and service provision activities.

3. Employees in general and members of the management bodies in particular, as well as persons holding management, supervisory or similar positions, shall exercise with the diligence of a careful and prudent manager, in accordance with the principle of risk sharing and security of business activities, privileging the strict interest of customers, investors and the general public.

4. In the performance of their duties or in the provision of their services, employees shall:

4.1 Communicate promptly to the respective immediate superior any conflicts of interest or duties that may jeopardise the full observance of applicable standards of conduct;

4.2 Take appropriate measures within their power to frustrate practices they are aware of and that include misuse of information or constitute an infringement of current regulations, and shall immediately inform this fact to the respective immediate superior;

4.3 Observe market practices inherent to the activities they carry out, always following the strictest and most demanding ones;

4.4 Ensure, by all means at its disposal, the protection of the assets of the company and of the participated companies, as well as the assets of third parties whose management has been entrusted to them;

4.5 Maintain all information media inherent to their professional duties perfectly organised, performing the duties undertaken with transparency, good sense, effectiveness and prudence;

4.6 Ensure the conservation of the equipment and other means of work placed at their disposal, avoiding the inconvenient use of them or the occurrence of wastes and therefore contributing to the efficient management thereof;

4.7 Provide the customers and the general public with all the information requested, in harmony with the internal procedures in force and in full compliance with the strictness of professional secrecy;

4.8 Timely report customer complaints to the immediate superior, who must ensure the forwarding of the complaints in accordance with the standards that, for that purpose, are in force at the moment in the company or in the entities to which this Code applies;

4.9 Cooperate promptly with the supervisory bodies, in strict compliance with the legal limits, taking into account the scope of the specific assignments of those entities and in close connection with the audit entity, avoiding to obstruct the exercise of their functions.

Article 6
Public Statements
Employees may only make public statements, grant interviews, in particular to the media, or intervene in any other type of manifestation of the same kind that may involve GEMA TRAVEL and the disclosure of facts or elements relating to the life of the company or companies in which it participates, provided they have obtained prior written authorisation from the Board of Directors.

Article 7
Normal Operating Period
1. In the normal operating period which is fixed for any organic unit, no function shall be inaccessible, inactive, or with affected responsiveness.

2. Each job holder is personally responsible for ensuring the normal responsiveness of the respective function during his/her absences or impediments, even if they are temporary, by mobilising for this purpose the forms of substitution that are superiorly established.

3. Any restriction to full compliance with the provisions of the preceding paragraphs, in particular as a result of the shortage of staff present to ensure the combination of schedules, including the lunch period, shall be reported to the immediate superior to be adequately managed.

4. In addition to the personal responsibility referred to in the preceding paragraphs, it is the responsibility of the management to ensure that the substitution processes, with adequate alternative response capacity, are guaranteed by all members of the respective teams.

5. It is prohibited to claim as a justification of the impossibility of responding, especially in relations with the outside, the limitation of the ability to decide or the impossibility of doing so based on the absence or impediment of any employee.

Article 8
Competence, Diligence and Transparency
1. Employees must contribute to ensure that all customers are given competent, diligent, impartial, transparent and discreet treatment in absolute respect of their interests.

2. With regard to transactions on products marketed and services rendered, special consideration should be given to the following:

2.1 Obtaining the best conditions that the market makes feasible to realise the sales, always respecting the instructions received from the customer;

2.2 Prompt delivery of the sales order to the relevant sectors;

2.3 The resulting savings to the customer, therefore, employees shall not perform or incite customers to make repeated purchases when they are not justified or are intended to charge commissions or reach any other purpose unrelated to the customer interest.

3. They are especially forbidden:

3.1 The sale on credit, except when authorised from above;

3.2 The sale of products and/or services for the purpose of subsequently renegotiating the price for the satisfaction of customer orders previously received.

Article 9
Equality of Treatment
Employees shall cooperate in order to ensure equal treatment for all customers and shall not discriminate between them which is not the result of the rights they are entitled to, either by virtue of the nature or priority of their work or by virtue of any other legal provisions or regulations in force.

Article 10
Prevalence of Customer Interests
Absolute priority must be given to the interests of customers, in particular in the context of sales or provision of information, both in relation to the interests of the company, whatever its nature, and the interests of its employees.

Article 11
Conflict of interests
1. All the necessary efforts shall be taken to avoid the emergence of conflicts of interest between customers, particularly at the level of sales or service provision, on advantageous terms to some at the expense of others.

2. When conflicts cannot be avoided, they shall be resolved fairly, without privileging any particular customer.

3. In order to avoid conflicts between institutions, on the one hand, and the company customers, on the other hand, employees shall bear in mind that they are not allowed, without prior knowledge and written authorisation of customers:

3.1 To act as counterparty in the transactions they carry out on behalf of customers;

3.2 To subscribe requisitions, orders, receipts or invoices on behalf of customers;

3.3 To carry out, on behalf of customers, any other operations of a similar nature that may generate some conflict of interest with customers.

4. Managers, directors and managerial staff supervisors are prohibited from developing or participating directly or indirectly in businesses whose areas of interest are conflicting with those developed by GEMA TRAVEL. This ban remains valid for a period of three (3) years after the breach of its relationship with GEMA TRAVEL.

Article 12
Cooperation with Customers
1. In the performance of their duties, employees shall assure customers with the following:

1.1 Clarifications and information leading to reasoned, consistent and informed decisions regarding the quality of products and services provided;

1.2 Prompt and timely information on the execution and results of the operations carried out on behalf of the customer and on the occurrence of special difficulties or the impossibility of their realisation, in addition to any other facts or circumstances not subject to professional secrecy and which, by itself, can justify the amendment or revocation of orders or instructions they have formulated;

1.3 For the purpose of what is established in the preceding paragraph, the level of knowledge, experience and professionalism of customers, on the one hand, and their position in the market, on the other hand, shall be considered.

Article 13
Rules of Conduct
1. In the performance of their duties, GEMA TRAVEL employees shall base their performance on the highest standards of personal integrity and honesty, complying with all legal and regulatory provisions in force applicable to the activities to which they are attached.

2. In particular, GEMA TRAVEL employees assume the obligation to adopt certain standards of conduct, materialised in particular through the following duties:

2.1 Duty of responsibility – GEMA TRAVEL employees are responsible to the respective heads or competent social bodies to respect the applicable legal and internal regulations;

2.2 Duty of professionalism – GEMA TRAVEL employees, at all times during their activity, shall dedicate their best effort to the tasks entrusted to them, continuously seeking to improve and update their knowledge, with a view to the maintenance or improvement of their professional capacities and the improvement of the functions they perform;

2.3 Duty of integrity – GEMA TRAVEL employees shall refrain from receiving any kind of gratuity from third parties, as well as from adopting behaviors that may create in their interlocutors favouring expectations in their relations with GEMA TRAVEL, or with associated companies;

2.4 Duty of independence – GEMA TRAVEL employees shall conduct their relations with third parties with the utmost seriousness and impartiality, defending the best interests of GEMA TRAVEL;

2.5 Duty of confidentiality – GEMA TRAVEL employees shall keep absolute confidentiality in respect of all facts concerning the life of the company of which they are aware in the performance of their duties, or because of them, in order to avoid disclosure of facts and information which, in any way, could damage GEMA TRAVEL, and its associated companies or partners. Likewise, such employees shall not use this information for personal or third-party benefit.

3. This Deontological Code complies with the principle of subsidiarity, that is to say, its observance does not prevent the simultaneous application of the specific rules of conduct of other professional groups as well as of the specific regulations of the specialised directorates or departments.

Article 14
Specific Duties
1. Regardless of the rules of conduct mentioned in paragraph 2 of the previous article, GEMA TRAVEL employees recognize the existence of specific duties whose respect is essential for the proper operation of the company.

2. Amongst the specific duties, whose existence is recognised, the following are highlighted:

2.1 Duty of communication – Even if this is not prohibited by their personal status or contractual relationship, GEMA TRAVEL employees shall participate to their respective directorates or administrations any other professional activities they may carry out. The communication must take place before the beginning of the activity in question and the supporting document must be filed with the individual process of the employee;

2.2 Duty of loyalty – GEMA TRAVEL employees shall put all their knowledge and skills into the tasks entrusted to them, as well as act with loyalty to coworkers, refrain from making improper comments on them, in order to cultivate and maintain a correct and cordial relationship among all, to develop and strengthen a strong team spirit and cooperation;

2.3 Duty of parsimony – GEMA TRAVEL employees shall make a careful use of the assets entrusted to them in the scope of their duties, avoiding waste. Likewise, they shall not use, directly or indirectly, any assets of the company for the personal or third party's benefit;

2.4 Duty of weighing – GEMA TRAVEL employees shall refrain from invoking their professional quality in situations outside the company, where such invocation is contrary to the interests of the company, as well as acting in the performance of their duties and beyond, so as to call into question the public image of the company.

Article 15
Other Duties
1. GEMA TRAVEL employees in general and those whose activities are in direct contact with the public, in particular, shall contribute to ensuring that all customers are treated in a competent, diligent, impartial, transparent and discreet way, with absolute respect for their interests.

2. GEMA TRAVEL employees in general and those whose activities are directly linked to the relationship with third countries, in particular, are prohibited, and shall strive by all means within their power, to publicly make considerations or make comments of a political or religious nature on those countries and, especially, they shall respect cultural differences, habits and customs. Failure to comply strictly with the provisions of this paragraph is considered a very serious and punishable offense.

3. Whenever, in the course of their activities, GEMA TRAVEL employees are called upon to intervene in decision-making processes involving, directly or indirectly, organisations with which they collaborate or have collaborated, or persons to whom they are or have been linked by kinship or affinity, they shall communicate the existence of such links to their respective supervisors.

4. Whenever, in the exercise of their activity, GEMA TRAVEL employees are required to enter into contractual relations with natural or legal persons providing services, namely partners, they shall demand and control for strict compliance with this Deontological Code and of the other norms and regulations existing in the company as well as of all applicable legal provisions.

5. GEMA TRAVEL employees, who in any capacity have acquired relevant information capable of influencing the position of the company in the markets where it operates, such as estimates of results, significant acquisitions or partnerships, the taking or loss of large contracts, during the period prior to the respective disclosure, they shall not:

5.1 disclose this information to third parties;

5.2 transact securities of the company or associated companies, strategic partners or companies involved in transactions or relationships with GEMA TRAVEL, which constitute or may constitute in the future relevant facts.

6. The principle of non-discrimination based on (ancestry) ancendant, gender, race, language, territory of origin, religion, political beliefs, and unionisation shall be observed in the relations between the corporate bodies of the companies associated with GEMA TRAVEL, its partners and its employees, as well as in the relations between employees with one another. Failure to comply strictly with the provisions of this paragraph shall be considered a very serious and punishable offense.

Article 16
Commitments and Links
In the relations between the corporate bodies of the companies associated with GEMA TRAVEL, its partners and its employees, as well as in the relations between these employees with one another and with third parties, only written acts, duly authorised, will be taken into account for commitments and links of any type that empower GEMA TRAVEL. Verbal agreements are excluded.

Article 17
Disciplinary Action
1. The violation by GEMA TRAVEL employees of the deontological rules contained in this Code constitutes a disciplinary offense punishable under the applicable disciplinary regime, without prejudice to civil, administrative or criminal liability that may occur.

2. The members of the corporate bodies and other employees of GEMA TRAVEL are obliged to provide all the information requested to them in connection with the initiation of disciplinary proceedings and in relation to the facts connected with them, in compliance with applicable legal and regulatory provisions.

Article 18
Commitment to Fund Providers
Fund Providers allow GEMA TRAVEL to finance its activities. Therefore, GEMA TRAVEL commits itself to:

■ ensure the continuity of the company;

■ achieve a sound return on own funds in the long term, which is proportionate to the extent of the risk in the sector;

■ provide relevant information in due time;

■ take all necessary measures to prevent transactions not permitted by law.

Article 19
Our conduct with regard to subcontractors
Subcontractors provide GEMA TRAVEL with products and services that GEMA TRAVEL uses in its activities. Therefore, GEMA TRAVEL commits itself to:

■ select and subcontract based on generally accepted market principles;

■ pay competitive market prices and set reasonable requirements;

■ establishing a lasting and stable relationship, sharing of value, quality, in competition and reliability;

■ pay on time for the products and services as agreed;

■ promote openness and reliability in all its activities;

■ maintain the integrity of the relationship by not accepting invitations or favours that might jeopardize this principle.

Article 20
Liability
1. Those who steer on the basis of an effective implication, and considering the activities and the position of GEMA TRAVEL regarding this Deontological Code, an open and diligent attitude can be expected from GEMA TRAVEL.

2. Consequently, GEMA TRAVEL is, where applicable, responsible for the proper application of this Deontological Code. Moreover, GEMA TRAVEL also commits itself to examine all requests, suggestions and fair claims.

Article 21
Declaration of Honour
At the commencement of functions, all GEMA TRAVEL employees must sign a declaration of adherence to this Deontological Code. Subsequently, and at such intervals as may be fixed, they shall declare that, in the meantime, no violations of the principles and duties established therein have occurred.

Article 22
Other Provisions
1. Should a GEMA TRAVEL employee violate simultaneously the norms provided in this Deontological Code and other norms of professional deontology to which he/she is legally bound, this Deontological Code shall only apply when the alluded rules to which the employee is bound are less demanding than those provided for in this Deontological Code, safeguarding that the professional status of the employee, in cases where it has the force of law, does not oppose that.

2. This Deontological Code shall enter into force in each company on the day immediately following its approval by the respective Board of Directors, without prejudice to each one adopting, for its own scope, specific and complementary rules to that code.

3. The Board of Directors reviews this Deontological Code every two years.

Top
Top