Ethical Guidelines

Ethical guidelines for Argentum Fondsinvesteringer group and the investment activities in underlying companies.

(Adopted by the Board of Directors on June 13, 2024)

1.1 Purpose

Our ethical guidelines are a tool for ensuring that we operate with high levels of integrity and adopt established ethical standards in investment decisions. The guidelines shall act as a tool to avoid undesirable behaviour in Argentum Fondsinvesteringer as’s and our underlying activities.

The ethical guidelines will ensure that we do not make investments that constitute an unacceptable risk of us contributing to unethical acts or omissions.

The guidelines will be available on the company’s website.

1.2 Value base

As a manager of third-party funds, we strive to maintain high ethical standards.

1.3 Role of the Board of Directors – follow-up

The Board is responsible for following up the corporate social responsibility work and ethical issues. The CEO will report on the follow-up and associated work at least once per year. The work is discussed and evaluated annually by the Board of Directors.

All investment matters that are presented to the Board must disclose the assessments that have been made regarding corporate social responsibility.

All investment matters submitted to the Board shall include information on assessments that have been made concerning corporate social responsibility.

A. Ethical guidelines for Argentum’s own activites

Through these guidelines, we seek to focus on some selected risk areas within our activities. The guidelines are therefore in no way intended to be exhaustive solutions to the ethical issues that we have to consider.

All of our employees, board members at Argentum and employee representatives directly appointed by us in other companies are covered by these ethical guidelines.

A.1 Human dignity

In our business, we will adopt the principles of the UN Global Compact and UN PRI as fundamental values.

A.2 Working environment

Argentum shall be a good and professional workplace which emphasises equality and mutual respect among employees.

A.3 Processing of confidential information and intellectual property

As a manager of state funds, Argentum shall seek to ensure that its activities and investments are characterised by openness.

The prohibition of insider dealing and of unlawful disclosure of inside information are described in the EU Market Abuse Regulation (MAR) Article 14. More detailed guidelines related to the handling of insider information are available in Argentum’s employee handbook. 

We have a special duty to protect the confidentiality of business secrets. Information which is required to be kept confidential by our business partners or portfolio companies shall not be communicated to other parties. 

We have a special duty to protect intangible values which form the basis of the portfolio companies’ activities. 

Information which is received through work done for Argentum shall not be used for the purpose of private investments or the like. The regulations on the prohibition of insider trading as provided for in chapter 3 of the Securities Trading Act (Norway) apply to all trading, in so far as they are appropriate. 

A.4 Conflict of interest

In all our work, particular emphasis will be placed on avoiding improper conflicts of interest. . During case-handling, any special circumstances that could affect our independence will therefore always be stated.

A.4.1 Attitude to other interests of our employees and board members

Our employees, board members and their close associates are not permitted to invest in companies where Argentum directly or indirectly holds ownership interests through fund investments. The term related party is defined in the same way as in the Act on Securities Trading § 2-5 numbers 1,2 and 4. The board of directors may grant exemption from this provision in special cases.

Our employees and board members shall exercise great care when trading in unlisted securities. Employees’ trading in such securities shall always be reported to the company’s management.

Where there is a risk of conflicts of interest, our employees and board members shall also not use advisers (e.g. lawyers/brokers) that Argentum uses or advisers they know are linked to the various funds in which the company is involved.

Employment, assignments and honorary office with other company shall be known. For employees, such matters must be approved by the management of Argentum. Any such activity should always be avoided if there is a risk of improper role mixing.

There shall be transparency about ownership, employment, assignments, supplier relationships etc. linking employee’s close associates to businesses in which Argentum is involved.

A.4.2 Conflicts of interest with Argentum’s business associates

In our work, our employees must be alert to various forms of influence on our investment decisions, use of consultants, etc. Our decisions shall not be influenced by outside considerations. There must therefore be full transparency about our participation in social events where Argentum’s business associates are involved. Attendance at dinners and similar social gatherings must always be cleared with the immediate manager or the CEO. Participation in trips at the invitation of Argentum’s business associates must always be cleared with the company’s management beforehand. Participation shall be limited to events with significant business content or where it is particularly important for Argentum to be represented. Argentum shall normally then pay for its own participation.

Our employees are not allowed to receive gifts from Argentum’s business associates unless these are normal informal gifts of modest value. The employee shall inform management of gifts that are not of negligible value. The CEO may issue further guidelines on such gifts.

Private business relationships with Argentum’s business associates should be avoided. Argentum employees are not allowed to receive discounts when purchasing goods or services etc. from Argentum’s business associates unless they are related to framework agreements and the like (e.g. hotels) in which Argentum benefits from their use.

A.5 Information, communication and media contact

In our communication to the outside world, we shall be correct and compliant and strive for a high professional and ethical standard. Information to the media shall be handled by the CEO or someone appointed by the CEO in any given case.

A.6 Principles of competition

We will strive for open and fair competition in all markets for our business, both nationally and internationally, and comply with national and international competition rules.

A.7 Corruption and money laundering

Through our managers and business partners, we will work to combat corruption and follow the principles laid down in the Norwegian Anti-Money Laundering Act and Anti-Money Laundering Regulations and the EU’s Fourth Money Laundering Directive.

A.8 Impartiality

Impartiality of employees

If the impartiality of one of our employees may be questioned because the person concerned has overlapping interests, the matter shall be raised with the immediate manager and the person concerned must withdraw from further consideration of the case if there is a risk of breaching the impartiality rules.

Impartiality of Board members

A board member must not participate in discussions or decisions on a board matter when the member is disqualified under Section 6-27 of the Norwegian Limited Liability Companies Act. Regardless of whether a board member is disqualified under Section 6-27 of the Norwegian Limited Liability Companies Act, a board member shall declare him/herself disqualified from dealing with a matter before the board where:

  1. The board member or any of his/her close associates, cf. Section 1-5, first paragraph, have an economic interest in the matter as participants, investors or otherwise.
  2. The board member or any of his/her close associates, cf. Section 1-5, first paragraph, are employed or hold an honorary office in or have a service relationship with companies or enterprises with interest in the matter
  3. There are other specific circumstances that are liable to lessen confidence that the board member will approach the matter solely in Argentum’s interests. A board member shall inform the CEO or the chairman as early as possible of matters that could disqualify them from dealing with a board matter. In the event of a disagreement as to whether a board member is disqualified, the question will be decided by a majority decision of the board. In the event of a vote, the board member concerned will not take part.

A.9 Reporting – Sanctions

Breaches of our ethical principles may have consequences for employment and, in more serious cases, lead to dismissal or dismissal. If any of our employees are suspected of actions contrary to our ethical principles, this shall be reported to the immediate supervisor or directly to the CEO. If an employee has doubts as to how an issue relates to the ethical rules, the question shall be escalated to the immediate manager or the CEO. In order to gain experience in ethical matters, we will regularly revise the regulations and stimulate open discussion of current ethical issues.

A.10 Environment

Argentum will work purposefully to reduce the environmental impact of its own operations, investments and procurement.

A.11 Use of the company’s equipment and assets

No one shall make improper use of the company’s data, IT equipment, materials or other assets for private purposes or for activities not relevant to the work. These assets may not be used for gambling, pornography, racism or other purposes that may be perceived as offensive.

A.12 Purchase of sexual services

The purchase of sexual services is prohibited by Norwegian law. The prohibition also applies to employees on business trips to other countries.

A.13 Marketing

We will provide advice that safeguards the interests of our partners. All information and conditions shall be characterised by respect for partners, society and the environment

A.14 Whistleblowing

The whistleblowing process is there to escalate matters of concern to someone who can do something about them. Anyone who becomes aware of matters that they believe are contrary to the rules and guidelines that apply to the company’s operations is urged to report this. This will help to ensure that matters of concern are addressed. Individual employees are encouraged to report matters of concern because it can help develop the company, but they are not normally obliged to report. Employees have a duty to inform the company of criminal activities and situations where life and health are at risk. There are several ways to report. The matter should first be reported to the immediate manager, and documented in writing. Supplementary procedures related to whistleblowing are described in the company’s personnel manual.

A.15 Reporting on own activity

Each year, Argentum report on corporate social responsibility in its own activities using a selection of relevant indicators based on the Global Reporting Initiative (GRI).

B. Special ethical guidelines for investment activities

B.1 Responsible investments

The management of Argentum’s capital shall aim for the highest possible return over time in a sustainable manner. Good returns in the long-term depend on sustainable development in an economic, environmental and societal sense, as well as well-functioning, legitimate and efficient markets.

Argentum shall integrate consideration for environmental, social and governance into its investment activities, in line with internationally recognised principles for responsible investment. Integration of these considerations shall be in line with Argentum’s investment strategy and its role as an investor in private equity funds.

B.2 Requirements to be met by new funds

Where investing in newly established funds, Argentum shall strive to ensure that

  • conflicts of interest, issues of impartiality and role mixing in the management of the fund are avoided
  • no improper or unreasonable compensation schemes are established for the fund manager
  • the business is organised within generally accepted legal systems
  • no illegal tax adjustments are established for those involved, and
  • there is full transparency on all matters that are relevant for assessing matters of business ethic.

Newly established funds that Argentum invests in shall have established guidelines that ensure that the investments made by the fund are in line with recognised principles for responsible investments and established principles for good corporate governance, or accept Argentum’s binding side letter on corporate social responsibility.

B3 Established funds

In established funds that do not have guidelines for responsible investments or principles of good corporate governance, and where Argentum is an investor, the company shall work to ensure that the funds establish these.

B.4 Violations of recognised principles of responsible investments

If, after the fund has made an investment, serious violations of recognised principles for responsible investments, or good corporate governance are detected, Argentum shall ask the manager to rectify the situation in question. If the situation is not rectified and/or it is considered likely that similar breaches will occur in the future, Argentum shall seek to withdraw from the investment even though the company may suffer a loss. In the event of repeated and/or serious breaches, we may seek to terminate the fund manager’s engagement.

B.5 Reporting

Argentum shall annually report on corporate social responsibility at the portfolio level. Argentum reports annually to the UN Global Compact and UN PRI in accordance with the membership requirements.