Introduction

Latitude Digital and its group companies (“we”, “Latitude Digital” or the “Group”) believe that a commitment to ethical conduct, honesty and integrity is important and necessary as it builds trust with our clients, employees, and directors in the areas in which we operate.

Latitude Digital has a strong commitment to promoting honest and ethical business conduct by all Employees (as defined below) and compliance with the laws that govern the conduct of its business.

To clearly demonstrate our commitment, we have established this code of business ethics and conduct (the “Code”). This Code has been designed to discourage wrongdoing and to encourage honest and ethical conduct.

Whilst this Code has been designed to apply to all our Employees (as defined below) we expect our suppliers and their employees , where relevant and applicable, work in a manner consistent with the principles set out in this Code.

The Code establishes rules and standards regarding behaviour and performance and any violation of the rules and standards embodied in the Code is not to be accepted and will subject those Employees responsible to disciplinary action in accordance with the Group’s disciplinary procedures.

The Code applies to the Group and all of its employees and directors (collectively, “Employees”). All Employees are expected to read and understand the Code.

We encourage all Employees to ask questions regarding the application of the Code. Employees should direct their questions to their manager, or a director of the relevant Group company (a “Director”).

Each employee is responsible for being compliant with the Code. Every manager will be responsible for overseeing the adherence to the rules of the Code as it applies to Employees within their assigned area of supervision.

Employees who observe or become aware of a situation that they believe to be in violation of the Code must notify their line manager or Director. A violation involving their line manager should be reported directly to a Director.

When a manager receives a report of a violation, it will be the manager’s responsibility to handle the matter in consultation with one of the Group’s Directors. If an Employee reporting a violation wishes to remain anonymous, all reasonable steps will be taken to keep their identity confidential. All communications will be taken seriously and, if warranted, any reports of violations will be investigated. Latitude Digital will not retaliate, or allow retaliation in respect of any reports made by an Employee in good faith.

CODE OF BUSINESS ETHICS AND CONDUCT

Laws, Rules and Regulations

It is Latitude Digital’s policy to comply with all applicable laws, rules and regulations of the countries and regulatory authorities that affect its business. It is the responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.

Any questions an Employee may have with respect to whether a situation violates any applicable law, rule, regulation or Latitude Digital policy should be directed to their line manager or a Director.

Honesty and Fairness

Employees must endeavour to deal honestly, with due care and diligence, ethically and fairly with Latitude Digital’s clients, competitors, other employees, and suppliers.

Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional and regulatory standards of conduct.

No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privilege information, misrepresentation of material facts, or any other unfair-dealing practice.

Conflict of Interest

Employees must:

  1. a) avoid any interest that conflicts or appears to conflict with any interest of Latitude Digital or that could to harm Latitude Digital’s reputation;
  2. b) conduct business with regards to clients in such a way as to ensure that they are treated objectively and fairly; and
  3. c) report any actual or potential conflict of interest (including any material transaction or relationship that reasonably could be expected to give rise to such conflict) immediately to their manager or a Director and adhere to instructions concerning how to address such conflict of interest.

A conflict of interest exists if actions by any Employee are, or could reasonably appear to be, influenced directly or indirectly by personal considerations, duties owed to persons or entities other than Latitude Digital or its clients, or by actual or potential personal benefit/gain. Employees are also referred to Latitude Digital’s Conflict of Interest policy.

Employees owe a duty to advance the legitimate interests of Latitude Digital and its clients when the opportunities to do so arise.

Employees may not take for themselves personal opportunities that are discovered through the use of corporate information or position.

Confidentiality and Privacy

Employees may have access to confidential information concerning Latitude Digital’s business and clients. It is important that each Employee protects the confidentiality of such information.

The consequences to Latitude Digital and the Employee concerned can be severe where there is unauthorised disclosure of any confidential, privileged or proprietary information.

To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about Latitude Digital’s clients, potential clients, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorisation is obtained.

Employees are referred to (and are expected to act in a way which is consistent with) Latitude Digital’s Privacy Policy, which sets out Latitude Digital’s commitment to data protection.

Communications policy

Employees are expected to pay due regard to the information provided to them by Latitude Digital’s clients and provide client required communication in a manner that is clear, fair, timely, not misleading and according to the applicable laws and regulations.

All inquiries from regulatory authorities or government representatives should be referred to the appropriate manager or a Director. Employees exposed to media contact when in the course of employment, must not comment on rumours or speculation regarding Latitude Digital’s or its clients’ activities. Only Directors or authorised employees may discuss Latitude Digital and/or its clients if relevant with the news media and/or regulators.

Electronic communication

Electronic communications include all aspects of voice, video, and data communications, such as voicemail, e-mail, fax, and Internet. Employees should use electronic communications for business purposes only and refrain from using electronic communications for personal use.

Among other things, an Employee should not participate in any online forum where the business of Latitude Digital or its clients is discussed as this may give rise to a violation of Latitude Digital’s confidentiality policy, legal obligations Latitude Digital may owe to others or subject Latitude Digital to legal action.

Latitude Digital reserves the right to inspect all electronic communications involving the use of its equipment, software, systems, or other facilities within the confines of applicable law and Employees should not have an expectation of privacy when using Latitude Digital’s systems.

Record Keeping

We expect our Employees to maintain honest, accurate and appropriate records reflecting the transactions they undertake on behalf of Latitude Digital.

Drugs and Alcohol

Latitude Digital prohibits the illegal use, possession or consumption by Employees of controlled substances, other than medically prescribed drugs, while on Latitude Digital’s premises. Latitude Digital also prohibits the use or possession of alcoholic beverages by Employees while on Latitude Digital’s premises, unless otherwise authorised by Latitude Digital.

Latitude Digital, in its discretion, reserves the right to randomly test Employees for the use of controlled substances unless prohibited by prevailing local law.

Discrimination and equal opportunity policy

Latitude Digital does not tolerate discrimination against any Employee or prospective Employee on the basis of sex, race, colour, age, religion, sexual preference, gender reassignment, pregnancy or maternity, marital or civil partner status, national origin, disability, ancestry, political opinion, or any other basis prohibited by the laws that govern its operations.

Latitude Digital is fully committed to: (i) promoting equal opportunities in employment, (ii) giving full access to everyone applying for a vacancy, and (iii) so far as possible, using only objective criteria when making decisions concerning transfers and internal promotions.

Bullying and Harassment

“Harassment” includes any situation where an Employee is subject to uninvited conduct that, as an intended or unintended consequence, violates their dignity in connection with a protected characteristic or creates a hostile, humiliating, degrading or similarly offensive environment in relation to that characteristic such as name calling, lewd comments, excluding colleagues, making insensitive jokes, and displaying pornographic material are all examples of harassment. Physical, verbal and non-verbal conduct can all amount to harassment.

“Bullying” includes any behaviour that leaves another Employee with a victim feeling threatened, intimidated, humiliated, vulnerable or otherwise upset. Employees should refer to Latitude Digital’s Harassment and Bullying Policy).

Latitude Digital prohibits unlawful Harassment or Bullying. Employees are expected to treat one another with respect.

Health, Safety and Environmental Protection

Latitude Digital will conduct its business in a manner designed to protect the health and safety of its Employees, its clients, the public, and the environment in each case in accordance with applicable law. Latitude Digital’s policy is to operate its business in accordance with all applicable safety, environmental and safety laws and regulations so as to ensure the protection of the environment and Latitude Digital’s personnel and property.

All Employees should conduct themselves in a manner that is consistent with this policy. Any departure or suspected departure from this policy must be reported to a manager of Director promptly.

Latitude Digital does not currently conduct its operations on indigenous and native land and will always respect the rights of indigenous communities.

Entertainment, Gifts, Payments and Bribery

Decisions by Latitude Digital relating to the provision of services and/or procurement should always be free from even a perception that favourable treatment was sought, received or given as the result of furnishing or receiving gift, favours, hospitality, entertainment or other similar gratuity.

Employees should never solicit a gift or favour from those with whom we do business. Providing or receiving gifts or entertainment of nominal value motivated by commonly accepted business courtesies is permissible, but not if such gifts or entertainment would reasonably be expected to cause favouritism or a sense of obligation.

No bribes or other similar payments and benefits, directly or indirectly, shall be paid to employees of Latitude Digital’s clients, or accepted from them.

Employees should refer and adhere to Latitude Digital’s Anti-Bribery Policy.

Use of Company Assets

Latitude Digital’s assets are only to be used for legitimate business purposes and only by authorised Employees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as confidential information).

Employees have a responsibility to protect Latitude Digital’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on Latitude Digital’s operations. If an Employee becomes aware of theft, waste or misuse of Latitude Digital’s assets, the Employee should report this to their line manager or a Director.

Other

Employees and any other person dealing with Latitude Digital should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Code or any other Latitude Digital policy to any manager or Director of Latitude Digital.