Founder’s Statement | Guidelines | Core Values | Corporate Code

Corporate Code

  1. Introduction
  2. Key terms
  3. Complying with the Code
  4. Conflict of Interest
  5. Improper Payments
  6. Foreign Activities
  7. False Statements, Fraud and Theft
  8. Financial Integrity and Proper Accounting
  9. Interactions with Accountants and Auditors
  10. Reporting Failure to Comply with the Code
  11. Confidential Information
  12. Administrative Agencies
  13. Courts of Law
  14. Trade Associations and Professional Organisations
  15. Political Activities
  16. Corporate (public) Communication and Records
  17. Company Assets
  18. Advertising and Website Information
  19. Integrity of Records
  20. Intellectual property
  21. Real Estate Investment Compliance
  22. Relevant Information
  23. Free Market System
  24. International Regulations
  25. Reporting and Enforcement
  26. Acknowledging the Code


Introduction

Synvestor® Real Estate Holding B.V., hereafter mentioned as Synvestor®, is committed to conducting its business in compliance with the applicable laws and regulations of the countries in which it operates in accordance with its high level of quality in ethical business conduct.

Synvestor® strives to maintain this level in accuracy, completeness and disclosure with regard to its financial and business reports, records and dealings.

Such standards serve as a platform or framework for managing Synvestor®’s business, for meeting the company’s duties to its partners and / or relations and for retaining compliance with financial reporting requirements.
The company’s management complies with the following principles and procedures and external partners and relations, are supposed to do the same.


Key Terms

For the purposes of this code, certain terms are defined for the sake of clarity.

Company refers to Synvestor® Real Estate (Vastgoed) Holding B.V. and its subsidiaries.

Customers are companies and / or individuals buying our real estate services or products which includes investors, individuals and companies capable of exercising substantial influence on our customers or relationships.

Director includes a member of the management team or manager of a subsidiary or participation company.

Employee includes a full or part-time employee or officer of Synvestor® and / or its subsidiaries.

Family Member includes, but is not limited to, an employee’s spouse, a person with whom an employee may reside or have a close personal attachment with, children, step-children, siblings, parents, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, grandchildren, grandparents, spouse’s grandparents, and includes adoptive relationships.

Financial Interest includes any monetary interest of an employee or family member(s) which could create a divided loyalty, or the appearance of one. Not included are insubstantial amounts of stock in publicly traded companies.

Suppliers include those individuals and companies that provide us with services or goods such as accountants, lawyers, agents, brokers, consultants, equipment lessors, financial institutions, licensors of technology and computer software.


Complying with the Code

While Synvestor® must compete strongly to maximize profits, the company must do so in compliance with laws and regulations applicable to real estate and investment activities. The code establishes standards of conduct which in many instances go beyond strict requirements of applicable laws and regulations.

The management will adhere to relevant principles of business conduct and ethics described in this code and some independent contractors who perform services for the company on a regular basis are supposed to do the same.

The management should not take any action on behalf of the company that it knows or believes, violates any applicable law, rule or regulation and on doubtful questions, it must seek external advice in advance of taking any action.

Failure to comply with the standards contained in the code may possibly have consequences for Synvestor® or its management and conduct which violates this code may endanger Synvestor®’s good name, trade relations or business opportunities, as well as (foreign) laws, regulations, or policies and these violations can subject the individuals involved to prosecution and / or fines.

However neither violations of the code nor disciplinary actions shall be grounds for claims made by third parties, either public or private.

The management is responsible for overseeing compliance with applicable laws, regulations, governmental policies, the code and all other relevant company policies and procedures and Synvestor® is committed to establish an environment that encourages and allows everyone to seek and receive guidance as to questionable conduct so that nobody will be involved in behaviour that is unlawful, unethical, or creates a real or perceived conflict with their duties to Synvestor®.

In this respect, Synvestor® is always open to contacts and encourages anyone to present possible concerns directly to and / or ask questions of its management.

The management is expected to be familiar with legal and regulatory requirements applicable to its business responsibilities and to fulfill its duties in accordance with these laws and regulations.


Conflict of Interest

The management will act with integrity and autonomy, avoiding any actual or apparent conflict of interest with the company and its private interests may not interfere or appear to interfere with the (financial) interests of the company.

The management should not be subject to, or even appear to be subject to, influences, interests, or relationships that conflict with its duty to provide undivided commercial loyalty to Synvestor® and any situation that involves a conflict of interest, or may reasonably be expected to involve one, must be disclosed to the management and / or applicable third parties.

The management should not take for themselves, or direct to others, any business, or opportunity for prospective business, that could be considered by Synvestor® and it may not hold external employment or carry on outside activities that interfere with the performance at the company which means avoiding any activity that interferes, may interfere, or may appear to interfere with the managements’s ability to act in accordance with its best interests.

  • Specific


    • It is of course not feasible to describe every situation that could violate our conflicts of interest policy but it can be useful to consider a few examples in which clear conflicts of interest are present in order to establish certain ground rules.

    The management and its family members may neither accept material gifts from an actual or potential supplier, customer, or competitor nor currency or its equivalent such as cash, securities, bonds, and gift certificates. These gifts must be considered by the management itself and a determination will be made as to whether the receipt of such a gift, constitutes the appearance of, or is an actual conflict of interest.

    The management and its family members may not accept entertainment from an actual or potential partner, supplier, customer, or competitor that might be considered excessive given the nature of the relationship and it must refuse offers of entertainment from such individuals unless the person involved is capable of reciprocating on a business basis through normal expense account procedures.

    No information obtained as a result of a relationship with the company may be used for profit or as a basis for a useful piece of practical advice to others unless such information has been made generally available to others through the website. This is actual whether or not (in)direct injury to Synvestor® appears to be involved. These requirements are not limited to transactions relating to real estate investments, but embraces any situation in which undisclosed information may be used as the basis for unreasonable bargaining with an outsider.

    Both during employment and after leaving the employ of the company, managers shall not disclose confidential information or trade secrets that were learned during the course of their employment with Synvestor® to any unaffiliated organization or person, unless such disclosure is required by (foreign)law. Upon leaving the company, no person shall remove Synvestor®’s property or remove or copy any memorandums, correspondence, or data that contain confidential information or trade secrets acquired during the course of employment with the company. Any company property in an employee’s possession shall be returned to us prior to leaving the employ of Synvestor®

    There may be business needs for certain subsidiaries to issue different guidelines relating to the acceptance of gifts. After these guidelines have been approved by the management, a copy should be provided to the website.


    Improper payments

    Making or receiving improper payments of any kind, directly or indirectly, by anyone of the company or its subsidiaries and partners is strictly prohibited and participation in arrangements which aid and abet another party to make or receive such payments is also forbidden. Improper payments include bribes, kickbacks, or pay-offs to or from governmental officials or anyone with whom the company does business, and payments made with an improper intent, whether made or received directly or indirectly. These payments need not be in the form of money, but may also include gifts or services and everyone should be aware that, with respect to governmental and / or regulatory officials, a gift be given not with the intent to influence a governmental official can possibly constitute a violation of the law or a regulation too.

    Any request made to Synvestor® by a governmental or regulatory official for an improper payment, or any action taken or threatened by such an official with the intent of obtaining such a payment, will be reported to the applicable authorities.


    Foreign Activities

    Company policy and the law prohibit the management or the company’s partners from making any payment or offer of payment to any foreign official to induce that official to affect any governmental act or decision, or to assist Synvestor® in obtaining or retaining investment business. It is our policy that no bribes, payments, or gifts will be paid to foreign officials in order to obtain or retain property business and it prohibits these things to any person of a foreign government, political party official and / or candidate for political office. This policy extends to indirect payments made through agents and also includes the use of personal funds.

    While certain types of payments to foreign officials including payments to facilitate routine government actions may be allowed, determining what is a facilitating payment involves judgment and knowledge of the host country’s practices and regulations which is a complicated area of the law and even small mistakes may expose both the company and its management to material fines and / or prosecution.

    Therefore, any proposed payment thought to be facilitating or otherwise exempt from the law, must be approved in advance by the management.


    False Statements, Fraud and Theft

    The integer exchange of services and products is the distinctive feature of the company’s business. Statements about these products and services must be truthful and not misleading.

    Commitments that cannot be fulfilled must not be made. In addition, the misappropriation of the company assets, the provision of any product or service to any person or entity, not in accordance with our established company policy, and the retention of any benefit, from a customer, supplier, or other person with whom the company does business, that belongs to the company, may operate as a fraud upon the company and is prohibited.

    It is a violation of company policy, and an offense punishable by fines or even more, for the management knowingly and willfully making, or causing to be made, a false statement, orally or in writing, to a (governmental) official or someone else to knowingly and willfully conceal, or cause to be concealed, a material fact called for in a (governmental) report, application, or other filing. These prohibitions extend to all communications with any (foreign) governmental or other agency.

    The management is also prohibited from providing false information to any other person or third party knowing that, or under circumstances making it likely that, this information will later be used in providing information to a (government) agency. These prohibitions include unauthorized use of the company’s communication equipment, computers, related facilities, or other company assets, including proprietary information and investment matters and / or secrets.

    The company’s assets must be used only for conducting Synvestor®’s real estate business or for purposes authorized by the management. Any theft, fraud, embezzlement, bribery, or misappropriation of company property or resources must be reported to the management.


    Financial Integrity and Proper Accounting

    The financial accounting system of the company was established to record and control financial transactions of Synvestor® which records must be maintained accurately and the company’s books and accounts must reflect fairly, within the normal systems of accounting, all transactions of the company including the acquisition and disposition of its assets. Transactions can only be executed in accordance with the management’s general or specific authorization.

    All payments made by, or on behalf of Synvestor® must be supported by the appropriate documentation, properly describing their purposes. The company’s assets and liabilities must be recorded in the regular books pursuant to generally accepted accounting procedures. No payment on behalf of the company shall be approved or made with the intention, understanding, or awareness that any part of such payment is to be used for any purpose other than that described by the documents supporting the payments.

    Under no circumstances shall there be any unrecorded fund or asset of Synvestor®, regardless of the purposes for which such fund or asset may have been intended, or any improper or inaccurate entry knowingly made on the books and records of Synvestor®.


    Interaction with Accountants and Auditors

    The management takes no action or gives instructions to any person to fraudulently influence, manipulate or mislead the company’s independent accountant / auditor for the purpose of rendering the financial statements misleading.


    Reporting Failure to comply with the Code

    The company is committed to administering this code fairly, objectively and conscientiously and in principle Synvestor® investigates all possible violations of the code. Anyone needing clarification or interpretation of any of the policies or provisions of the code should contact the company. Information about known or suspected violations of any provision of this code on the part of anyone can be reported to the management.

    No one will suffer for questioning a company practice or reporting in good faith any suspected violation of the code, as long as the reporting entity has not individually committed a violation too. While the rights of all parties concerned will be respected, all persons involved are required to cooperate with the management or his or her designees regarding any investigation.

    The identity of people reporting possible violations will be kept confidential, to the fullest extent practicable, consistent with enforcing this code and in accordance with Synvestor®’s legal rights and obligations. The identity of people about whom or against whom an alleged violation of the code has been made will remain confidential unless or until it has been determined that a violation has occurred that requires (disciplinary) action(s). At that time, the information will only be released on a need-to-know basis and requests for information by law enforcement officials should be referred to the management.

    It is in no way acceptable to file a report knowing it to be false. Reports of a violation, or possible violation, may be (anonymously) made by telephone, e-mail, in person or in writing and a sufficiently detailed description of the factual basis for the allegations should be given in order to allow for an investigation.

    If a violation is found, the company will take appropriate (disciplinary) action against the violator that may include corrective action, suspension, demotion, or termination. Violators may also be subject to civil and criminal legal action and / or penalties.


    Confidential information

    The management respects the confidentiality of company information, except when authorized or required to make any disclosure, and must avoid the use of any company information for personal advantage.

    Confidential information and trade secrets may consist of any plan, procedure, names of customers, forecasts, or compilation of information not available to the general public. However, information ceases to be confidential once it has entered the public domain such as the Internet.


  • Disclosure


    • The management may not disclose confidential information gained as a result of its employment with the company or service as director and to avoid any unintentional disclosure, the management should not discuss with unauthorized persons, information that has not been made public by the company and even if this information has been made public, it should not be discussed until it has been taken in by others or the market.

    The unintentional disclosure of information can be just as harmful as the intentional and includes information relating to:

    investments, services, opportunities, earnings, business, volume, capital requirements, marketing and service strategies, business plans, and other confidential information. The list is illustrative and does not contain every possible example.

    Therefor the management should not discuss confidential information, even with authorized persons, in the presence of others who are not and this also applies to discussions with family members or friends, who might innocently or inadvertently pass the information on to someone else.

    Some external (registered) persons will be given computer passwords and / or user identification numbers to which stringent obligations of confidentiality apply. Anyone is prohibited from removing files or contents of files from the Synvestor’s premises without authorisation from the management.

    If the management is in doubt as to whether information is confidential or not, they should abstain from discussion or disclosure until it has been convinced that discussion or disclosure is not harmful.


    Administrative Agencies

    State business and / or fiscal departments may conduct examinations of the company’s financial affairs and examinations of other aspects of our operations and investigate possible complaints against Synvestor®.

    The management coordinates such activities during market conduct examinations and the handling of possible complaints filed with the state departments are coordinated by the management too which also assists in the preparation of responses to state departments. Other state agencies may also initiate contact with the company for which we use the same procedures.


    Courts of Law

    If Synvestor® receives a summon, claim or complaint, subpoena (‘subpoena ad testificandum’) or (in)formal request for information from an attorney, we will ask our own attorney or consultants for advice before the management is permitted to provide any document or to testify at a trial, or a deposition in a non-claims matter, involving the company without notifying the concerned third parties first.

    If anyone’s assistance is needed in connection with a legal proceeding, that individual will be notified by the company’s attorney.


    Trade Associations and Professional Organisations

    Synvestor®’s participation in trade associations or professional organisations is coordinated by the management. Partners should inform the management before joining these organisations as a liaison of the company.

    No person may use the company’s facilities such as office space and equipment or transportation for other purposes than the company purposes.

    The company will not compensate or reimburse any person, partner or individual associated with the company, in any form, for any contribution that such person intends to make or has made.

    If you are aware of any conduct which violates the company’s policy, you must immediately notify the management and refrain from participation in such questionable conduct until you are advised that it is allowable.


    Political Activities

    Synvestor®’s partners and others are not discouraged to participate in community affairs but they may not use Synvestor®’s name or reputation in connection with any political campaign, except that a person may acknowledge partnership with Synvestor® or its subsidiaries.

    We can not prohibit partners or others from voluntarily making personal political contributions, from participating in the political process in their own time and at their own expenses, from expressing their personal views on legislative and political matters or from otherwise engaging in political activities but we ask everyone to be very careful in these matters.


    Corporate (public) Communications and Records

    The management has the primary responsibility to ensure full, fair, accurate, timely and understandable disclosure in company filings and public communications. The information included in public communications and filings with the (financial) authorities must be complete, timely and accurate and it must disclose any material fact required so that this information is not misleading.

    The management complies with the company’s disclosure controls and procedures, as may be amended from time to time and possibly posted on Synvestor®’s website. For the purposes of the code, corporate communications refer to all oral and written exchanges of information between Synvestor® and others and since corporate communications may be used, in conjunction with other documents in litigation, against the company or its partners, certain types of communication should strictly be avoided.


    Company Assets

    The management shall achieve responsible use of and control over, the assets and resources of the company.


    Advertising and Website information

    Intentionally making misstatements or otherwise misrepresenting the terms and conditions of any service or product, and the financial condition of the company, is prohibited by (international) law.

    Using comparisons with other services that are incomplete, inaccurate, or not in conformity with laws and regulations is also prohibited so it is necessary that the management is involved in the preparation of advertising copy or any other website information.


    Integrity of Records

    No company records, documents or files may be improperly altered, and management and partners are expected to report claims, business-related expenses, purchases, and travel expenses accurately and honestly. This includes, if applicable, time worked, the reporting of health, disability, or other claims, and any other information requested by the company and or its management. Inquiries regarding the alterations to and the dishonest reporting of claims should be addressed to the management or the accountant.

    Everyone who has concerns about legal issues relating to a particular corporate communication or record, including concerns regarding the alterations to (financial) claims or complaints, should contact the company.


    Intellectual property

  • Copyright(s)


    • This protection extends to original works of authorship fixed in a tangible form of expression and grants the owner an exclusive right to their use, copying, sale, and / or distribution. These materials are often identified with the distinctive circled “C” or the word “Copyright” followed by the year of publication and the copyright owner’s name such as in Copyright 2006 Synvestor® All Rights Reserved.

    Partners and others using written publications or computer software must abide by the rights of the copyright owner, typically the publisher or the software vendor. These rights generally prohibit persons from copying or distributing the publications or software, including user’s manuals, without the publisher’s or software vendor’s permission. Most licenses for software allow for copies of the software to be made for backup purposes only.


  • Trademarks


    • Other intellectual property includes trademarks and service-marks, which identify and distinguish one’s service or product from those of another such as Synvestor®’s logo, which could give the company a competitive advantage in the marketplace and should be maintained in confidence.

    Additionally, business-related ideas developed by management or partners in the course of their duties are the property of Synvestor® and remain so even after such individual has left the company or the partnership network.

    Synvestor® is careful about protecting its intellectual property and that belonging to third parties while in the company’s possession. Managers or partners should not alter, copy, or distribute any computer software, or other copyrighted materials used by the company. Questions and reports of possible infringements should be referred to the management.

    See for further information the General Terms and Conditions on the official website.


    Real Estate Investment Compliance

    The company’s real estate business is subject to various rules and regulations in each of the jurisdictions in which it does business. Violations may result in penalties, fines, sanctions or loss of licenses for Synvestor® and / or its employees and partners. The company has established in- and external comprehensive procedures and audit schedules in order to assure as far as possible that it conducts its business in accordance with those rules and regulations.

    The management has a responsibility for being aware of and for complying with those rules and regulations applicable to Synvestor®’s duties and responsibilities, and others should not hesitate to consult Synvestor®’s management with any questions.


    Relevant Information

    Synvestor® considers relevant information to include any information which, if publicly disclosed, might affect our name, reputation and / or position in general or individually affect an investment decision of a network-investor / partner.

    The fact only that information is unpublished can be evidence that it is essential and may include the following: proposals, negotiations or agreements to acquire a property or another company, dispose of operations, changes in control of the company, the presentation of financial results, significant litigations, new contracts and mutations in contractual relationships, essential changes in asset value and / or composition and any other event that would be expected to change our (market) position and / or name and reputation.

    Inside information includes anything learned about the company, subsidiaries or affiliated companies as a result of a special relationship with Synvestor®.


    Free market system

    Synvestor® intends to compete strongly in its business activities and accordingly its efforts in the market-place must be conducted in compliance with the spirit of the applicable regulations which are to promote the development of competition among business rivals, ensuring a fair and a competitive free market system.

    Several laws and regulations prohibit businesses from entering into agreements, express or implied, that unreasonably restrain trade. Among the conduct prohibited by these statutes are agreements among competitors, fixing prices, terms or conditions of sale, allocating customers or territories, and / or refusing to offer specific services or products. In addition, other types of agreements, such as these to sell one product only if the buyer agrees to purchase a second, different product tyings, as well as other practices may be unlawful if their anti-competitive effect outweighs their business justifications and any pro-competitive impact. Because the legality of any given ‘tying’- arrangement depends upon a number of complex legal and economic factors, tying arrangements should not be implemented without first consulting the management.


    International regulations

    If Synvestor® enters significant international operations, we may be subject to various foreign regulations applicable to aspects of our investment business that differ greatly from those laws governing the same practices here in the Netherlands, and the European Union. Moreover, our business abroad may be subject to the laws and regulations of the Netherlands or the EU and vice versa.


    Reporting and Enforcement

    If the management has a reasonable belief that this Corporate Code of Ethics and Business Conduct has been, or is being violated, it shall report this belief and its basis to the applicable parties and / or authorities. The company will conduct, or cause to be conducted, a reasonable investigation of reported possible violations.

    Upon determination that a violation has occurred, the company will take appropriate disciplinary measure(s), up to and including termination. Criminal misconduct may be referred to the appropriate legal authorities for prosecution.


    Acknowledging the Code

    Due to the importance of adhering to these principles of business conduct and ethics, the company encourages everyone who has been reading it on the website, to acknowledge somehow that theyare willing to comply with it and subscribe to the standards and procedures contained therein.

    Abiding by the standards and procedures outlined in this code and the company’s related policies is a condition of continued activity with Synvestor®. Any questions as to the issues or interpretation of policies covered in this code should be directed to the management.