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Introduction

This Code of Business Conduct and Ethics (“Code”) embodies the commitment of Steward Capital Partners Limited (hereinafter referred to as “Steward Capital”) to conduct its business with the highest ethical standards and in accordance with all applicable laws, rules and regulations of the countries in which Steward Capital engages in business. All members of the Board of Directors, executive officers, and senior financial officers are expected to adhere to the principles and procedures set forth in this Code. Directors, executive officers, and senior financial officers that are also Steward Capital employees are also required to abide by Steward Capital’s Employee Code of Conduct, which is not part of this Code.

Part A

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  Honest and Candid Conduct

  Each director, executive officer, and senior financial officer owes a duty to Steward Capital to act with integrity. Integrity requires, among other things, being honest and candid.

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  Conflicts of Interest

  A “conflict of interest” occurs when an individual’s private interest interferes with the interests of Steward Capital. A conflict of interest can arise when a director, executive officer, or senior financial officer takes actions or has interests that may make it difficult to perform his or her work with Steward Capital objectively and effectively. In particular, a director, executive officer, and senior financial officer must never use or attempt to use his or her position at Steward Capital to obtain any improper personal benefit, including loans or guarantees of obligations from any person or entity, for himself or herself, for his or her family members, or for any other person. Situations which could result in conflicts of interest or the appearance of a conflict of interest should be avoided whenever possible. Any director, executive officer, or senior financial officer who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the situation with Steward Capital’s General Counsel.

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  Corporate Opportunities

  Each director, executive officer, and senior financial officer owes a duty to advance Steward Capital’s legitimate business interests when the opportunity to do so arises. Each director, executive officer, and senior financial officer is prohibited from taking for him or herself or directing to a third party a business opportunity that is discovered through the use of Steward Capital corporate property, information, or position, unless Steward Capital has already been offered and declined the opportunity. More generally, directors, executive officers, and senior financial officers are prohibited from using corporate property, information, or position for personal gain to the exclusion of Steward Capital and from competing with Steward Capital.

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  HARASSMENT, INCLUDING SEXUAL HARASSMENT

  Steward Capital is committed to providing a work environment that is free of discrimination and unlawful harassment. Actions, words, jokes, or comments based on an individual’s sex, race, ethnicity, age, religion, or any other legally protected characteristic will not be tolerated.

  If you believe you have been the victim of harassment, or know of another employee who has, report it immediately. Employees can raise concerns and make reports without fear of reprisal.

  Any supervisor who becomes aware of possible harassment should promptly advise their supervisor or the Human Resources Representative who will handle the matter in a timely and confidential manner.

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  Confidentiality

  In carrying out Steward Capital’s business, directors, executive officers, and senior financial officers often learn confidential or proprietary information about Steward Capital, its customers, suppliers, or other third parties. Directors, executive officers, and senior financial officers must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized by Steward Capital or legally required. Confidential or proprietary information of Steward Capital or other companies includes any nonpublic information that would be harmful to the relevant company or helpful to competitors if disclosed.

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  Communications

  Information provided by directors, executive officers, and senior financial officers to Steward Capital must be full, fair, accurate, timely, and understandable.

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  Influencing Auditors

  No director, executive officer, or senior financial officer shall take any action to fraudulently influence, coerce, manipulate, or mislead Steward Capital’s independent auditors.

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  Fair Dealing

  Steward Capital does not seek competitive advantages through illegal or unethical business practices. Each director, executive officer, and senior financial officer should endeavor to deal fairly with Steward Capital’s customers, service providers, suppliers, competitors, and employees. No director, executive officer, or senior financial officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

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  Protection and Proper Use of Company Assets

  All directors, executive officers, and senior financial officers should protect Steward Capital’s assets and help ensure their efficient use. All Steward Capital assets should be used for legitimate business purposes only.

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  Compliance with Laws, Rules and Regulations

  • General Compliance It is Steward Capital’s policy to comply with all applicable laws, rules and regulations in the countries in which Steward Capital engages in business. It is the personal responsibility of each director, executive officer, and senior financial officer to adhere to the standards and restrictions imposed by those laws, rules, and regulations. In some instances there may be a conflict between the applicable laws of two or more countries; if and when such a conflict is encountered, it is important to consult with the Steward Capital’s General Counsel to determine how to resolve the conflict.
  • Insider Trading It is both illegal and against Steward Capital policy for any director, executive officer, or senior financial officer who is aware of material non-public information relating to Steward Capital or any of Steward Capital’s customers to buy, sell, or otherwise speculate in any securities of those issuers (including derivatives related to such securities), or recommend that another person buy, sell, hold, or otherwise speculate in the securities of those issuers.

Part B

Senior Financial Officers

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  Application

  For the purpose of this Code, “senior financial officer” means the chief executive officer, chief financial officer, and comptroller of Steward Capital and the chief financial officer and comptroller of each significant Steward Capital subsidiary.

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  Standards

  All senior financial officers shall:

  • I. Be familiar and comply with Steward Capital’s disclosure controls and procedures and internal controls over financial reporting to the extent relevant to his or her area of responsibility, so that
  • II. Steward Capital’s reports, other documents filed, or submitted or furnished to the Securities and Exchange Commission (“SEC”) comply in all material respects with applicable securities laws and SEC rules and regulations;
  • III. Provide full, fair, accurate, timely, and understandable disclosures in reports and documents that are filed with, or submitted or furnished to the SEC and other governmental agencies and in other public communications;
  • IV. Provide full, fair, accurate, timely, and understandable information, without misrepresenting or causing others to misrepresent, material facts about Steward Capital to Steward Capital’s independent auditors; and
  • I. Comply with laws, rules and regulations of national, state, provincial, and local governments and other appropriate regulatory agencies and self-regulatory bodies.

Part C

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  Amendments and Waivers of this Code

  From time to time, Steward Capital may amend or waive certain provisions of this Code. Any director, executive officer, or senior financial officer who believes that a waiver may be appropriate should discuss the matter with Steward Capital’s General Counsel. Waivers may be made only by the Nominating and Corporate Governance Committee of Steward Capital’s Board of Directors or Steward Capital’s Board of Directors. Any waiver or amendment to this Code will be promptly disclosed to the extent required by applicable law or the Ghana Stock Exchange rules.

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  Compliance with this Code and Reporting

  Directors, executive officers, and senior financial officers should strive to identify and raise potential issues before they become problems and should ask about the application of this Code whenever in doubt. Any director, executive officer, or senior financial officer who becomes aware of any existing or potential violation of this Code shall promptly notify Steward Capital’s General Counsel. Steward Capital will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention, including notifying the appropriate enforcement authorities in the event of criminal or other violations of law.

  If any provision of this Code is not permitted by the local laws of a country in which Steward Capital engages in business, then Steward Capital’s General Counsel should be consulted. Steward Capital will not tolerate retaliation for reports of violations of this Code made in good faith.

  Any questions relating to how these policies should be interpreted or applied should be addressed to Steward Capital’s Chief Legal Officer or Steward Capital’s General Counsel.