Anti-Money Laundering Guidelines
For every investment vehicle, Goodwell will appoint an AML/CFT Officer who will be a part of the Investment Committee and whose duties will include oversight and supervision of the AML/CFT Procedures (defined below) with regard to the Investee Companies and the Company.
Affirmative Covenants
1.1 Internal Policies for AML/CFT.
The Board shall cause the Company and each Investee Company, consistent with its business and investment profile, to institute, maintain and comply with appropriate policies, procedures and controls that are in compliance with national laws and regulations and in furtherance of international best practices for anti-money laundering and combating the financing of terrorism (“AML/CFT”), including but not limited to:
a) a written policy on AML/CFT;
b) the appointment of an AML/CFT Officer;
c) appropriate due diligence requirements;
d) record keeping;
e) reporting of suspicious transactions to authorities, where required; and
f) AML/CFT training for staff.
1.2 Internal Policies for Compliance with United Nations Security Council Resolutions.
The Board shall cause the Company consistent with its business and investment profile, to institute, maintain and comply with internal policies and controls for the purpose of ensuring that it will not enter into any transaction (i) with, or for the benefit of, any of the persons or entities named on lists from time to time promulgated by or (ii) related to any activity from time to time prohibited by the United Nations Security Council or its committees pursuant to any resolution issued under Chapter VII of the United Nations Charter.
1.3 Policy Reporting Requirements
The Company shall provide to the Shareholders, upon request, within 90 days after the end of each financial year of the Company:
a) a report by the AML/CFT Officer on the implementation of, and compliance with, the Company’s AML/CFT policies, procedures and controls; or
b) an assessment by an external auditor on the adequacy of the Company’s policies, procedures and controls for AML/CFT; or
c) a report by the AML/CFT regulator of the Company concerning the Company’s compliance with local AML/CFT laws and regulations.
The Company hereby agrees that should it become aware of any violation of the Company’s Policy Undertakings, it shall promptly notify the Advisory Council.
The Company hereby agrees that should a Shareholder notify it of its concern that there has been a violation of the Company’s Policy Undertakings, they shall cooperate in good faith with such Shareholder and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from such Shareholder, and shall furnish documentary support for such response upon such Shareholder’s request.
1.4 Advisory Council Review of Compliance with Policy Requirements
Upon request by a Shareholder at any time, the Company shall promptly call a special meeting of the Advisory Council to review and discuss the Company’s compliance with its Policy Undertakings.
1.5 Divestment of Portfolio Investments Violating Investment Guideline on Policy
Requirements
If the Investment Advisor or the Company become aware that any Investee Company does not meet the requirements of Section 3.1 (Investment Guideline on Policy Requirements ), whether at the time of investment or thereafter, the Board shall promptly notify the Advisory Council and then, unless otherwise advised by the Advisory Council, use reasonable efforts to dispose of the Company’s investment in such Investee Company on commercially reasonable terms, taking into account liquidity, market constraints and fiduciary responsibilities.
Negative Covenants
2.1 Sanctionable Practices
The Investment Advisor and the Company shall not engage in (nor authorize or permit any of their Affiliates or any other Person acting on its behalf to engage in), any Sanctionable Practice with respect to any transaction contemplated by this Agreement.
2.3 Policy Restrictions on Transfers of Interest by Shareholders
2.3.1 The Shareholders shall not transfer, and the Company shall not permit the transfer of, any of their respective Shares to any person or entities (A) named on lists promulgated from time to time by the United Nations Security Council or its committees pursuant to any resolution issued under Chapter VII of the United Nations Charter; (B) named on the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr or any successor website or location); or (C) convicted, or subjected to any similar criminal sanction, by any court or governmental body of competent jurisdiction, for engaging in money laundering or financing of terrorism or any Sanctionable Practice.
2.3.2 The Company shall refuse to recognize any purported transfer of Shares in violation of Section 2.2 hereof, or record or register any such Share transfers. Any transfer made in breach of this provision shall be null and void.
Investment Guidelines
3.1 Investment Guidelines on Policy Requirements
The Company shall not make or hold any investments in in any entity that (A) is sanctioned pursuant to United Nations Security Council resolutions issued under Chapter VII of the UN Charter; (B) is on the World Bank Listing of Ineligible Firms or (C) has been convicted, indicted, or subjected to any similar criminal sanction, by any court or governmental body of competent jurisdiction, for engaging in money laundering or financing of terrorism or any Sanctionable Practice.
Representations
4.1 Neither the Investment Advisor or the Company, nor any of their respective Affiliates, nor any Person acting on their behalf, has committed or is engaged in, with respect to any transaction contemplated by this Agreement, any Sanctionable Practice;
4.2. Neither the Investment Advisor or the Company, nor any of their respective Affiliates, nor any Person acting on their behalf, with respect to any transaction contemplated by this Agreement, has entered into any transaction with an entity or person (A) sanctioned pursuant to any United Nations Security Council resolution issued under Chapter VII of the UN Charter or on the World Bank Listing of Ineligible Persons from time to time (see www.worldbank.org/debarr or any successor website or location);
4.3 To the best of the Company’s knowledge and belief after due inquiry, no investor in the Company is an entity or person (A) sanctioned pursuant to any United Nations Security Council resolution issued under Chapter VII of the UN Charter, (B) on the World Bank Listing of Ineligible Firms from time to time (see www.worldbank.org/debarr or any successor website or location) or (C) convicted, or subjected to any similar criminal sanction, by any court or governmental body of competent jurisdiction, for engaging in money laundering or financing of terrorism or any Sanctionable Practice.
Definitions
Except as expressly provided in this Annex, capitalized terms shall have the respective meanings given them in the Agreement.
“AML/CFT” – means anti-money laundering and combating the financing of terrorism;
“AML/CFT Officer” – means a senior officer of the Company whose duties include oversight or supervision of the implementation and operations of, and compliance with, the Company’s AML/CFT policies, procedures and controls;
“Policy Undertakings” – the undertakings contained in Section 1.1 (Internal Policies for AML/CFT), Section 1.2 (Internal Policies for Compliance with United Nations Security Council Resolutions), Section 1.3 (Policy Reporting Requirements), Section 2.1 (Sanctionable Practices), Section 2.2 (Policy Restrictions on Transfers of Interest by Shareholders) and Section 3.1 (Investment Guidelines on Policy Undertakings);
“Transfer” – means to transfer, sell, convey, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), transfer by operation of law or in any other way subject to any encumbrance, or dispose of, whether or not voluntarily;
“World Bank Listing of Ineligible Firms” – means the list, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group Sanctions Board for the periods indicated on the list because they were found to have violated the fraud and corruption provisions of the World Bank Group anticorruption guidelines and policies. The list may be found at http://www.worldbank.org/debarr or any successor website or location;
“AML/CFT Procedures” – the relevant part of the overall management system of the Company, including the organizational structure, responsibilities, procedures and resources, and following national law and best international standards, including the Wolfsberg Principles, to:1. prevent the Company from being used for money laundering, thefinancing of terrorist activity, fraud, or other corrupt or illegalpurposes or practices;2. ensure that the Company will not enter into any transaction with,or for the benefit of, any of the individuals or institutions named on lists of sanctioned persons promulgated by the United Nations Security Council or its committees pursuant to Security Council Resolutions 1267 (1999), 1373 (2001) or related or successor resolutions in connection with money laundering or anti-terrorism matters;3. institute, maintain and comply with the AML/CFT Procedures and cause each of its Investee Companies to institute, maintain and comply with the AML/CFT Procedures; and4. upon request of any of its Shareholders, to prepare and sign off on an annual compliance report which will provide a summary of the performance of the AML/CFT Procedures.