governance practices are described here in, including: the Charter,
Social Investing Guidelines, the Code of Conduct, and the Whistle Blower
Policy, all of which have been approved by the Board.
Global Gateways has been constituted with the following Charter:
Joern Jacobsen, Donald Nixon, Devon
Nixon, Bjoern Dymbe, Álvaro Simón de Blas, Robert Cunild 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.
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
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 Luxembourg.
6. This Charter shall take effect immediately.
Social Investing Guidelines
Gateways is intended to operate in perpetuity, and GG investments shall
be managed with this in mind, however our focus is not to maximize
economic profits; rather, our focus is to maximize 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 summarized as follows:
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 globalization’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
- 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
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.
– 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
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.
Code of Conduct
Code of Conduct is designed to guide the shareholders, officers and
staff of Global Gateways in the performance of their duties and the
operations of the company, and where applicable, sets out the company’s
conflicts of interest and related policies.
Global Gateways Code of Conduct
Code of Conduct applies to and is designed to guide all the
shareholders, directors, board members, officers and staff of Global
Gateways Lux Holdco, 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
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.”
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
- 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
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.
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.
Code is applicable, unless indicated differently, to the conduct of all
shareholders, board members, trustees, officers and Company employees.
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.
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.
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
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
- 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
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
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.
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
employees, directors, CEO and Board Members shall comply with all laws
and regulations relating to the use, sharing and communication of
material non-public information. This shall include the duty not to
trade while in possession of, nor communicate, share, material
non-public information in breach of a duty otherwise, or if the
information is misappropriated.
Real or apparent
"front running" of the Company's transactions is prohibited. "Front
running" is defined as the knowing execution of a personal transaction
by any Company employee, before the execution of a related Company
transaction, irrespective of whether execution of the personal
transaction affects the Company transaction or the Company person was
actively involved in the execution of the Company transaction, including
any other company involved in the deal, interaction or transaction.
Protection and Proper Use of Company Assets.
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.
Other Rules Governing Particular Activities
Books and records.
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.
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 subsidized by the
Company, and do not result directly or indirectly from company
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.
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
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.
employees and shareholders are requested and expected to ensure that
the Company 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 procedures for
reporting and investigating complaints.
Global Gateways is committed to the highest standards of openness, probity and accountability.
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
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
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.
- The employee or officer handling the complaint will relay it to the
CEO, unless the complaint concerns the CEO (where Alternate Procedures
- 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
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.
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
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).
whistleblower is not satisfied with the outcome of the investigation,
Global Gateways recognizes the lawful rights of employees and
ex-employees to make disclosures to prescribed persons, where
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.
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
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.
This policy includes all complaints made regarding the Company’s resources or financial operations.
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