NEWGIOCO GROUP, INC. (the “Corporation”) POLICY FOR THE PREVENTION OF MONEY LAUNDERING

NEWGIOCO GROUP, INC.

(the “Corporation”)

POLICY FOR THE PREVENTION OF MONEY LAUNDERING

1. It is essential, in order to protect its reputation and to meet its legal and regulatory obligations, that the Corporation and each of its affiliates minimizes the risks of being used by money launderers. For the purposes of this policy “money laundering” also includes terrorist financing.

2. The Corporation’s policy on the prevention of money laundering applies to all countries in which the Corporation operates and to all business activities within those countries. It is a clear statement to our staff, customers, and regulators of the Corporation’s position on this critical risk issue.

3. As an organization committed to the prevention of money laundering, we will:

  • Establish clear lines of internal accountability, responsibility and reporting. Primary responsibility for the prevention of money laundering rests with the business, which must ensure that appropriate internal controls are in place and operating effectively and that staff are adequately trained.
  • Document, implement, and maintain, local procedures and controls which interpret this Policy for each business in the context of local law and regulations. Compliance with such procedures and controls, and with this Policy will be monitored locally and at the present company level.
  • Take all reasonable steps to verify the identity of our customers, including the beneficial owners of corporate entities (including Trusts), and the principals behind customers who are acting as agents. We will obtain reasonable additional “Know Your Customer” information using a risk based approach and ensure identification details are updated when changes occur in the parties involved in a relationship.
  • Establish procedures to retain adequate records of identification, account opening, and transactions for a minimum of five years (local rules may stipulate longer periods). Identification and account opening records must be retained for five years after a relationship has ended. Records relating to training, compliance monitoring, and internal and external suspicious activity reports, should also be retained for a minimum of five years.
  • Refuse and/or report any transaction where, based on explanations offered by the customer or other information, reasonable grounds exist to suspect that the funds may not be from a legitimate source or are to be used for an illegal activity such as terrorism.
  • Make prompt reports of suspicious activity, or proposed activity, through the appropriate internal channels and, where required or permitted by local legislation, to the relevant authorities.
  • Raise awareness on money laundering prevention and train our staff about what money laundering is, the recognition of suspicious transactions, the requirements of local regulation and legislation, this Policy on the prevention of money laundering, and the procedures and controls in each jurisdiction.
  • Co-operate with any lawful request for information made by government agencies during their investigations into money laundering.
  • Support governments, law enforcement agencies and international bodies, in their efforts to combat the use of the financial system for the laundering of the proceeds of crime or the movement of funds for criminal purposes.
  • Report money laundering issues to local senior management on a regular basis. The President will determine and communicate the content, format and frequency of management reporting.

NEWGIOCO GROUP, INC.

(the “Corporation”)

BOARD MANDATE

 Board Mandate

  1. The Corporation’s Board of Directors are stewards of the organization. As such they have the responsibility to oversee the conduct of the business, provide direction to management and ensure all major and strategic issues affecting the business and affairs of the Corporation are given proper consideration.

With the assistance of senior management, who report on the risks of the Corporation’s business, the Board considers, and has input into, the assessment and management of those risks on a regular basis.

The Board takes responsibility for appointing the President & Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), is consulted on the appointment of other senior officers and is responsible for the consideration of succession issues. The Board satisfies itself as to the integrity of the CEO, with a view to creating a culture of integrity throughout the Corporation. The Board, through the Compensation Committee, formally reviews the CEO’s remuneration and performance. Senior management participates in appropriate professional and personal development activities, courses and programs on a self directed basis and the Board supports management’s commitment to training and development of all employees.

The Board has primary responsibility for the determination of all matters of strategy relating to the present business and future business of the Corporation and is responsible for ensuring that all strategic decisions are the subject of appropriate consideration.

The Board requires accurate, timely and effective communication to shareholders, and is responsible for adopting a policy for communicating with shareholders and the investment community. Regular news releases are made at least quarterly which report quarterly and annual financial results. Supplemental releases are made highlighting material facts and updating investor’s regarding the Corporation’s activities. The Board, in conjunction with its Audit Committee, assesses the integrity of the Corporation’s internal controls.

Specific Duties of the Board

  1. Among its specific duties, the Board:

(a)        selects, evaluates, sets the compensation for and, if necessary, replaces the CEO;

(b)        provides advice and counsel to the CEO, nominates Directors and evaluates Board performance;

(c)        holds formal strategic planning sessions and approves strategic plans and objectives, major decisions and corporate plans on at least an annual basis;

(d)       oversees the ethical, legal and social conduct of the Corporation;

(e)        regularly reviews the Corporation’s financial performance and condition;

(f)        identifies and considers risks in the Corporation’s operations and establishes policies for monitoring and managing risks;

(g)        oversees succession planning for senior management;

(h)        represents the interests of all shareholders and not specific groups; and

(i)         develops the Corporation’s approach to corporate governance with the assistance of the Corporate Governance & Nominating Committee.

New directors will be provided with an orientation and a directors’ manual containing information about the Corporation’s governance practices and the business of the Corporation.  The Board is permitted to engage outside consultants as deemed appropriate by the directors. The Board shall meet at least four times per year, and requires board materials in advance of meetings.

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