Charter

Global Gateways has been constituted with the following Charter:

1. The founders together with such persons as they may associate with themselves, and their successors, are hereby constituted a company by the name of Global Gateways, for the purpose of executing projects and applying the income and principal thereof to promote the well-being of mankind throughout the world, principally through the execution of environmental and social projects aimed at eliminating emissions and counteracting effects of climate change on humanity. It shall be within the purposes of said corporation to use, as means to that end, research, publication, the establishment and maintenance of charitable, benevolent, and public educational activities, agencies, and institutions, and the aid of any such activities, agencies, and institutions already established and any other means and agencies which from time to time shall seem expedient to its members or board.

2. The corporation hereby formed shall have power to take and hold by bequest, devise, gift, purchase, or lease, either absolutely or in trust, for any of its purposes, any property, real or personal, without limitation as to amount or value, except such limitations, if any, as a sovereign legislature shall hereafter specifically impose; to convey such property and to invest and reinvest any principal; and to deal with and expend the income and principal of the company in such manner as in the judgment of the board will best promote its objectives. It shall have all the power and be subject to all the restrictions which now pertain by law to membership corporations created by special law so far as the same are applicable thereto and are not inconsistent with the provisions of this Charter, as amended. The persons named in the first section of this Charter, or a majority of them, shall hold a meeting and organize the corporation and adopt a constitution and by-laws not inconsistent with the constitution and laws of the sovereign states in which it operates. The constitution shall prescribe the manner of selection of members, the number of members who shall constitute a quorum for the transaction of business at meetings of the corporation, the number of board members by whom the business and affairs of the corporation shall be managed, the qualifications, powers, and the manner of selection of the board members and officers of the corporation, the manner of amending the constitution and by-laws of the corporation, and any other provisions for the management and disposition of the property and regulation of the affairs of the corporation which may be deemed expedient.

3. No officer, member, or employee of this corporation shall receive or be lawfully entitled to receive any pecuniary profit from the operations thereof except reasonable compensation for services in effecting one or more of its purposes, or as a proper beneficiary of its charitable purposes.

4. The territory in which its operations are to be conducted is worldwide in such manner as in the judgment of the trustees will best promote its objectives.

5. The city in which the principal office is to be located is Dublin, Ireland.

6. This Charter shall take effect immediately.

Social Investing Guideline

Global Gateways is intended to operate in perpetuity, and GG investments shall be managed with this in mind, however our focus is not to maximise economic profits; rather, our focus is to maximise sustainable environmental benefits in an economically sustainable manner, and thereby concentrate on the positive social impact of our actions as a company, which we view as key to a sustainable socio-economic future for the world. Investment guidelines are summarised as follows:

Global Gateways was founded in 2009 by Joern Jacobsen to promote solutions and policies aimed at emission elimination and resolving climate change related challenges. The company works around the clock, to identify and execute opportunities to positively impact our planet, reducing the pressure of climate change effects on poor vulnerable people and on all levels of society, and to help ensure that globalisation’s benefits are more widely shared.

There are various ways that a company such as Global Gateways can align its investment projects and policies with its mission and initiatives. They are:

•  Investments with social and environmental value – investments that are evaluated first with an investment screen and second with a social environmental screen

• Shareholder advocacy – including voting proxies in a manner consistent with program and values; and

• Negative screening- screening of projects with companies and governments which fail to meet the expectations according to the objectives, values and principles of Global Gateways

• Collaborative public-private projects - develop and support appropriate collaborative public-private initiatives and policy developments that enable actions which address relevant emerging issues concerning climate change and human well-being, constantly aligning to the principles of Global Gateways

An investment with social and environmental value – The Company’s priority is centered on investments of this sort. Project examples include those that offer renewable energy, energy efficiency, waste management, organic agriculture and support sustainable forestry practices are in our portfolio.

Shareholder advocacy – The company has taken an active approach to voting the proxies of equities directly held in our endowment portfolio, considering both corporate governance and social issues. Proxies on governance are voted in accordance with evolving standards of good practice. On social issues related to our objectives, votes are cast consistent with positions we have taken. The corporation does not hesitate to vote proxies adverse to the recommendation of management of companies in which it holds shares, when appropriate, on issues of both corporate governance and social questions.
Negative screening – We have determined that the company will adopt zero tolerance policy towards corruption, screening projects and governments avoiding systematic risk of involvement and exposure to corruption.
Develop public-private initiatives and policy developments – Global Gateways working with partners across sectors, industries, and borders, to pursue environmental protection and restoration, promote economic growth and opportunity; to invest in the well-being of people from all walks of life; and to, where applicable, enable democracy to serve every citizen more effectively and justly.

Global Gateways Code of Conduct

This Code of Conduct applies to and is designed to guide all the shareholders, directors, board members, officers and staff of Global Gateways, as well as to directors, officers and employees of each subsidiary of Global Gateways, in the performance of their duties and the operations of the Company, and sets out the Company’s conflicts of interest and any other related policies. It is based on the premise that the Company has been created to “promote the well-being” of humanity.

Such directors, officers and employees are referred to herein collectively as the “Parties.” Global Gateways and its subsidiaries are referred to herein collectively as the “Company.”

As a for profit organization, we shall conduct activities to make profit; but at the same time, we shall pursue our mission: to provide the world carbon negative solutions, as well as helping to solve climate change. We are proud of the values under which we conduct business and shall always strive to uphold the highest standards of business ethics, personal integrity and fairness in all Company transactions and interactions. To this end the code of business conduct and ethics must serve to:

• Emphasize the Company’s commitment to integrity, ethics and compliance with the laws wherein the Company operates

• Ensure Individual compliance with the spirit as well as the letter of the law governing private foundations,

• Set forth basic standards of ethical and legal behavior

• Provide reporting mechanisms for known or suspected ethical or legal violations and help prevent and detect wrongdoing

• Ensure careful and thoughtful adherence to a strict code of ethical behavior

  
Any deviation from these standards can only serve to undercut the good name of the Company, and the good work conducted, now and in the past, by ourselves, our board, and shareholders.

Therefore compliance with the letter of this Code is a minimum, not a maximal requirement.
Confronted with ethically ambiguous situations, all parties should remember the Company’s commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honour this commitment. Every effort will be made to preserve the confidentiality of such discussions, and in no event will there be retaliation for any good faith discussion or report of a possible violation of this Code. Indeed, the most important rule in these matters is: When in doubt, ask.

General Rules

This Code is applicable, unless indicated differently, to the conduct of all shareholders, board members, trustees, officers and Company employees.

 All Company employees owe the Company a duty of loyalty, and a duty to the Company to avoid conflicts, real or apparent, between the interests of the Company and their personal interests.

 The Company's activities must be conducted according to the highest standards of objectivity and integrity. In dealings with clients and outside agencies, attention is needed to making acceptable and appropriate promises regarding Company performance and responsibilities.

 All Company employees should make prompt disclosure to the board, the trustees or the CEO (in the case of administrative, business or investment operations) of any situations of which they are aware in which their personal interests may be conflict in one way or another with the interests of the Company. This disclosure shall as minimum include:

 Any case in which he or she or a related party (spouse, domestic partner, parent,  sibling, child, or other family member or individual with whom there is a personal relationship) has:

• An important personal interest in the deal, interaction or transaction, including the receipt of salary or other payment or compensation, in whole or in part, as part of any company transaction or other payment or other form of compensation

• A significant financial relationship with any organization involved in the deal, interaction or transaction; or

• A position as director, officer, or employee in any organization involved in the deal, interaction or transaction

Apart from for small nominal gifts (generally €50 or less) or social invitations that do not obligate the recipient and which do not go against the highest business ethics, Company Personnel or their immediate families (i.e., those living in their households) shall not accept payments or compensation of any kind, including payments for services rendered, commissions, gifts, entertainment, loans, services or promises of future benefits, from any client, potential client, service supplier or other organization with which they are aware the Company does business or which is seeking to do such business with the Company. Travel and other expenses of Company personnel related to Company´s business will be paid by the Company, except in instances where no conflict of interest is evident and with approval of the Board or the CEO. Parties should discuss with their supervisors, managers or other appropriate personnel any gifts or proposed gifts which they think may be inappropriate.

All Company employees must obey the applicable laws, rules and regulations of International, European and Spanish Law, along with other sovereign states in which they conduct the business of the Company.

Corporate Opportunities

All Parties are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position, without the written consent of the Board of Directors of the Company. No Party may use Company property, information or their position for improper personal gain, and no employee may compete with the Company directly or indirectly, as applicable. Parties owe a duty to the Company to advance its legitimate interests whenever possible.

Special Rules Governing Investment Activities

All parties and employees shall endeavour to protect the Company’s assets and ensure their efficient use. Incidences of theft, carelessness, and waste will have a direct impact on the Company’s profitability and business success. Any suspected incident of fraud or theft shall be immediately reported for investigation without fail. The Company’s equipment shall not be used for non-Company business, though incidental personal use is permitted.

The obligation of Parties to protect the Company’s assets includes its proprietary information. Proprietary information includes all intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, strategy, marketing and service plans and ideas, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would completely violate Company policy. It could also be illegal and thereby result in civil or criminal penalties or litigations.

Books and records.

It is essential to the future and successful operation of the Company that the integrity of all the books and records of the Company be maintained with the upmost attention to detail. The responsibility for this does not only rest exclusively with accounting or other financial personnel, it is shared by the Company as a whole.

 Rights in materials (including speeches, articles and visual works, regardless of the form in which they are reproduced) that are created by an employee acting within the scope of his or her employment do not belong to the employee. No Company employee may, therefore, accept compensation, an honorarium or payment for them in any form or manner, without previous approval in writing from the board or the CEO. Employees may accept payment for the use of materials if they have not been prepared within the scope of their employment, have not been funded or subsidised by the Company, and do not result directly or indirectly from company expenditures.

Corporate boards

Employees are permitted to serve and to receive compensation for service on up to two private corporate boards, unless the Company board should decide otherwise under special circumstances. Such service is subject to advance approval by the CEO or, by the board chair.
Each employee serving on a corporate board is expected to be alert to the emergence of any possible conflicts of interest which may arise and to bring them to the attention of the board of the Company.

Distribution and Annual Acknowledgement

The Office of Human Resources will provide a copy of this Company Code to all new employees at the time of their hiring; each will be required to read this Code, and to attest in writing that they have done so. The Secretary will similarly provide a copy to all new shareholders, who will be required to make a similar attestation. All current Company employees will be required, at the time this Code is first promulgated in this form to read it and so attest, which will carried out once a year. All the Company employees will be asked to update their disclosure statements filed in connection with this Code at least once a year, and more often if needed. Global Gateways takes this Code, and these policies and procedures, extremely seriously. The matters addressed herein are sufficiently important that any lapse in judgment within the areas covered here may be considered serious enough to warrant discipline up to and including dismissal and legal action.

Whistleblower Policy

Global Gateways is committed to the highest standards of openness, probity and accountability.

 All employees and shareholders are requested and expected to ensure that Global Gateways is committed to and complies with the highest standards of business conduct, including financial accounting and reporting, and lawful, moral and ethical behavior at all levels. This policy is intended to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing, and to lay out under this policy, procedures for reporting and investigating complaints.

 The policy is intended to cover protections for those who raise concerns regarding Global Gateways
behaviour, such as concerns regarding:

• financial reporting malpractice, impropriety or fraud

• unlawful activity

• activities that are not in line with Company policy or ethics, including the Code of Business Conduct

• activities, which otherwise amount to serious improper conduct; or

• attempts to conceal any of these

Complaints

If any staff member knows or has a reasonable belief that persons associated with the company, including but not limited to employees, members of the Board of Directors or its committees, and consultants, have engaged or plan to engage in illegal or unethical conduct in connection with the company’s resources or financial operations, including any attempts to conceal any of these, that person is expected to file a complaint immediately.

Procedures for Filing a Complaint

Complaints may be reported in writing or verbally, always giving as much detail as possible, to the Company Secretary, the Chief Operating Officer or the CEO. If any of these three named officers is the subject of the complaint, the complaint may be reported to one of the other two named officers. If any member of the Board of Directors is the subject of the complaint, the complaint may be reported to any of the three named officers, or to the chair of the Board of Directors. In all cases, the officer who receives a verbal complaint will without delay deliver a written summary of the complaint, including as much detail as possible.

Complaints Handling

• The employee or officer handling the complaint will relay it to the CEO, unless the complaint concerns the CEO (where Alternate Procedures will apply)

• The complaint is then studied and reviewed together with the Board and investigative action will take place immediately

•  The CEO will be obliged to report all complaints to the Board of Directors. This report will generally include a copy of the complaint and the date and nature of the complaint. It will also explain what the status of the investigation is and any further recommendations to address the complaint

• The CEO and the Board of Directors set an agenda for further actions to be taken, including any additional investigation and/or legal or disciplinary action

• The Board and CEO will make certain that records of any complaints are filed and registered in complete compliance with the company’s document retention policy

Confidentiality

In conducting its investigations and in reporting complaints, the company will strive to treat all such disclosures from any individual who provides information during an investigation, in a confidential and sensitive manner, however the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required.

Anonymous Allegations

This policy encourages individuals to put their name to any disclosures they make. Concerns expressed anonymously are much less credible, but they may be considered at the discretion of the Company.

In exercising this discretion, the factors to be taken into account will include:

• The seriousness of the issues raised

• The credibility of the concern

• The likelihood of confirming the allegation from attributable sources

Action on Complaints

The Company will take appropriate action in response to any complaints, including disciplinary action, up to and including termination of employment, against any person who, in the Company’s assessment, has been involved in unethical conduct or misconduct and, when deemed necessary and appropriate, informing the relevant civil or criminal authorities about the misconduct.

The most senior person in the Company will brief the designated officer as to the outcome of the investigation. The designated officer will then arrange a meeting with the whistleblower to give feedback on any action taken. (This will not include details of any disciplinary action, which will remain confidential to the individual concerned).

If the whistleblower is not satisfied with the outcome of the investigation, Global Gateways recognises the lawful rights of employees and ex-employees to make disclosures to prescribed persons, where applicable.

Protection according to Policy

Protecting whistle blowers is an essential component of an ethical and open work environment. It is contrary to the values of Global Gateways for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or
suspected violation of any regulation governing the operations of Global Gateways. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Any person entitled to protection who believes that he or she is the subject of any form of retaliation for such participation should immediately report the same as a complaint of and in accordance with this Policy.

Any individual within the Company who retaliates against another individual who has reported a complaint in good faith or who, in good faith, has cooperated in the investigation of a complaint is subject to discipline, including termination of employment or services.

Policy Scope

This policy includes all complaints made regarding the Company’s resources or financial operations.

Issues arising under the Company’s equal employment opportunity policies, including policies against harassment, employee benefit policies and issues generally handled by individuals from the department handling the employee practices and procedures for the company, are not included in this policy.