Exhibit 14.01
Freedom Holding Corp. Code of Ethics and Business
Conduct
1. Introduction.
1.1 The Board
of Directors of Freedom Holding Corp. (together with its
subsidiaries, the “Company”) has adopted this Code of Ethics and
Business Conduct (the “Code”) in order to:
(a) promote
honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest;
(b) promote full, fair, accurate,
timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the Securities and Exchange
Commission (the “SEC”) and in other public communications made
by the Company;
(c) promote
compliance with applicable governmental laws, rules and
regulations;
(d) promote
the protection of Company assets, including corporate opportunities
and confidential information;
(e) promote
fair dealing practices;
(f) deter
wrongdoing; and
(g) ensure
accountability for adherence to the Code.
1.2 All
directors, officers and employees are required to be familiar with
the Code, comply with its provisions and report any suspected
violations as described below in Section 10, Reporting and Enforcement.
2. Honest and Ethical
Conduct.
2.1 The
Company’s policy is to promote high standards of integrity by
conducting its affairs honestly and ethically.
2.2 Each
director, officer and employee must act with integrity and observe
the highest ethical standards of business conduct in his or her
dealings with the Company’s customers, suppliers, partners,
service providers, competitors, employees and anyone else with whom
he or she has contact in the course of performing his or her
job.
3. Conflicts of
Interest.
3.1 A
conflict of interest occurs when an individual’s private
interest (or the interest of a member of his or her family)
interferes, or even appears to interfere, with the interests of the
Company as a whole. A conflict of interest can arise when an
employee, officer or director (or a member of his or her family)
takes actions or has interests that may make it difficult to
perform his or her work for the Company objectively and
effectively. Conflicts of interest also arise when an employee,
officer or director (or a member of his or her family) receives
improper personal benefits as a result of his or her position in
the Company.
3.2 Loans
by the Company to, or guarantees by the Company of obligations of,
employees or their family members are of special concern and could
constitute improper personal benefits to the recipients of such
loans or guarantees, depending on the facts and circumstances.
Loans by the Company to, or guarantees by the Company of
obligations of, any director or executive officer or their family
members are expressly prohibited.
3.3 Whether or
not a conflict of interest exists or will exist can be unclear.
Conflicts of interest should be avoided unless specifically
authorized as described in Section 3.4.
3.4 Persons
other than directors and executive officers who have questions
about a potential conflict of interest or who become aware of an
actual or potential conflict should discuss the matter with, and
seek a determination and prior authorization or approval from,
their supervisor or the President until such time as the Company
appoints a Chief Compliance Officer. A supervisor may not authorize
or approve conflict of interest matters or make determinations as
to whether a problematic conflict of interest exists without first
providing the Chief Compliance Officer (or President if the Company
has no Chief Compliance Officer) with a written description of the
activity and seeking the written approval of the Chief Compliance
Officer, or the President, as applicable. If the supervisor is
himself involved in the potential or actual conflict, the matter
should instead be discussed directly with the Chief Compliance
Officer/President, as applicable.
Directors
and executive officers must seek determinations and prior
authorizations or approvals of potential conflicts of interest
exclusively from the Audit Committee.
4. Compliance.
4.1 Employees,
officers and directors should comply, both in letter and spirit,
with all applicable laws, rules and regulations in the cities,
states and countries in which the Company operates.
4.2 Although
not all employees, officers and directors are expected to know the
details of all applicable laws, rules and regulations, it is
important to know enough to determine when to seek advice from
appropriate personnel. Questions about compliance should be
addressed to the Legal Department.
4.3 No director, officer or employee may purchase or
sell any Company securities while in possession of material
non-public information regarding the Company, nor may any director,
officer or employee purchase or sell another company’s
securities while in possession of material non-public information
regarding that company. It is against Company policies and illegal
for any director, officer or employee to use material non-public
information regarding the Company or any other company
to:
(a) obtain
profit for himself or herself; or
(b) directly
or indirectly “tip” others who might make an investment
decision on the basis of that information.
5. Disclosure.
5.1 The
Company’s periodic reports and other documents filed with the
SEC, including all financial statements and other financial
information, must comply with applicable federal securities laws
and SEC rules.
5.2 Each
director, officer and employee who contributes in any way to the
preparation or verification of the Company’s financial
statements and other financial information must ensure that the
Company’s books, records and accounts are accurately
maintained. Each director, officer and employee must cooperate
fully with the Company’s accounting and internal audit
departments, as well as the Company’s independent public
accountants and counsel.
5.3 Each
director, officer and employee who is involved in the
Company’s disclosure process must:
(a) be
familiar with and comply with the Company’s disclosure
controls and procedures and its internal control over financial
reporting; and
(b) take
all necessary steps to ensure that all filings with the SEC and all
other public communications about the financial and business
condition of the Company provide full, fair, accurate, timely and
understandable disclosure.
6. Protection and Proper
Use of Company Assets.
6.1 All
directors, officers and employees should protect the
Company’s assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on the Company’s
profitability and are prohibited.
6.2 All
Company assets should be used only for legitimate business
purposes, though incidental personal use may be permitted. Any
suspected incident of fraud or theft should be reported for
investigation immediately.
6.3 The
obligation to protect Company assets includes the Company’s
proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks,
and copyrights, as well as business and marketing plans,
engineering and manufacturing ideas, designs, databases, records
and any non-public financial data or reports. Unauthorized use or
distribution of this information is prohibited and could also be
illegal and result in civil or criminal penalties.
7. Corporate
Opportunities. All directors,
officers and employees owe a duty to the Company to advance its
interests when the opportunity arises. Directors, officers and
employees are prohibited from taking for themselves personally (or
for the benefit of friends or family members) opportunities that
are discovered through the use of Company assets, property,
information or position. Directors, officers and employees may not
use Company assets, property, information or position for personal
gain (including gain of friends or family members). In addition, no
director, officer or employee may compete with the
Company.
8. Confidentiality.
Directors, officers and employees should maintain the
confidentiality of information entrusted to them by the Company or
by its customers, suppliers or partners, except when disclosure is
expressly authorized or is required or permitted by law.
Confidential information includes all non-public information
(regardless of its source) that might be of use to the
Company’s competitors or harmful to the Company or its
customers, suppliers or partners if disclosed.
9. Fair
Dealing. Each director, officer
and employee must deal fairly with the Company’s customers,
suppliers, partners, service providers, competitors, employees and
anyone else with whom he or she has contact in the course of
performing his or her job. No director, officer or employee may
take unfair advantage of anyone through manipulation, concealment,
abuse or privileged information, misrepresentation of facts or any
other unfair dealing practice.
10. Reporting and
Enforcement.
10.1 Reporting
and Investigation of Violations.
(a) Actions
prohibited by this Code involving directors or executive officers
must be reported to the Audit Committee.
(b) Actions
prohibited by this Code involving anyone other than a director or
executive officer must be reported to the reporting person’s
supervisor or the Chief Compliance Officer.
(c) After
receiving a report of an alleged prohibited action, the Audit
Committee, the relevant supervisor or the Chief Compliance Officer
must promptly take all appropriate actions necessary to
investigate.
(d) All
directors, officers and employees are expected to cooperate in any
internal investigation of misconduct.
10.2 Enforcement.
(a) The
Company must ensure prompt and consistent action against violations
of this Code.
(b) If,
after investigating a report of an alleged prohibited action by a
director or executive officer, the Audit Committee determines that
a violation of this Code has occurred, the Audit Committee will
report such determination to the Board of Directors.
(c) If,
after investigating a report of an alleged prohibited action by any
other person, the relevant supervisor or the Chief Compliance
Officer determines that a violation of this Code has occurred, the
supervisor or the Chief Compliance Officer will report such
determination to the Company’s Legal Counsel.
(d) Upon
receipt of a determination that there has been a violation of this
Code, the Board of Directors or the Company’s Legal Counsel
will take such preventative or disciplinary action as it deems
appropriate, including, but not limited to, reassignment, demotion,
dismissal and, in the event of criminal conduct or other serious
violations of the law, notification of appropriate governmental
authorities.
10.3 Waivers.
(a) Each
of the Board of Directors (in the case of a violation by a director
or executive officer) and the Company’s Legal Counsel (in the
case of a violation by any other person) may, in its discretion,
waive any violation of this Code.
(b) Any
waiver for a director or an executive officer shall be disclosed as
required by SEC rules.
10.4 Prohibition
on Retaliation.
The
Company does not tolerate acts of retaliation against any director,
officer or employee who makes a good faith report of known or
suspected acts of misconduct or other violations of this
Code.