Sanctions Compliance Policy – Newcastle Travel

Introduction

In this Sanctions Compliance Policy (“Policy”), “Newcastle Travels” refers to Newcastle Travels Limited, a company incorporated in the United Kingdom, having its registered address at 128 City Road,London EC1V 2NX

Newcastle Travels is committed to complying with relevant economic and trade Sanctions laws (“Sanctions”) in all jurisdictions in which it operates, as these may apply to its operations, through identifying, mitigating and managing the risks of both primary and secondary Sanctions violations.

Policy Applicability

This Policy applies to:

all employees, officers, directors, and contracted personnel of Newcastle Travels, and to such other persons as designated by Newcastle Travels from time to time (each an “Officer”, collectively “Officers”); and,
all natural and legal persons (and their respective employees, officers and directors) that perform services for or on behalf of Newcastle Travels, including without limitation, supply chain business partners, suppliers, consultants, contractors, distributors, and agents (including without limitation, sales agents/representatives) (each an “Associated Person”, collectively “Associated Persons”).

As a condition of doing business with Newcastle Travels, Newcastle Travels will require each Associated Person to accept that this Policy be incorporated into the contract (directly or through the Newcastle Travels Supplier Code of Conduct) entered into between the Associated Person and Newcastle Travels.

Contracts and agreements executed between Newcastle Travels and Associated Persons may contain more specific provisions addressing some of the issues set out in this Policy. Nothing in this Policy is meant to supersede any more specific provision in a particular contract or agreement executed between Newcastle Travels and an Associated Person, and to the extent there is any inconsistency between this Policy and any other provision of a particular contract or agreement, the provision in the contract or agreement will prevail.

This Policy is intended to supplement and not replace other Newcastle Travels codes of conduct, policies, rules and procedures that are applicable to Officers and Associated Persons from time to time. If any Officer or Associated Person has any doubt as to the codes, policies, rules and procedures applicable in a given situation, or if any Officer or Associated Person perceives any conflict or inconsistency between this Policy and any other Newcastle Travels code of conduct or any other Newcastle Travels policies, rules or procedures, then he/she should raise the issue with, and seek direction from Newcastle Travels Compliance and Ethics at compliance@newcastletravel.co.uk. This Policy is a statement of principles and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract, or assurance of continued employment, and does not create any right in any Officer or Associated Person. The enforcement and interpretation of this Policy rests solely with Newcastle Travels. This Policy only creates rights in favour of Newcastle Travels. The headings contained in this Policy are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Policy. In the event of any conflict between this Policy and applicable mandatory law, the applicable mandatory law shall prevail.

Overview of Sanctions and Prohibited Conduct

Purpose

This Policy sets out Newcastle Travels’s approach to identifying and managing Sanctions-related risks, including:

Guidance about the meaning of Sanctions and how to comply;
Principles and measures that Newcastle Travels follows to comply with Sanctions legislation and to identify, mitigate and manage Sanctions risk in the jurisdictions where it operates; and,
Consequences of failing to comply with this Policy.

This Policy applies to all countries and/or jurisdictions in which Newcastle Travels operates and extends to any additional countries and/or jurisdictions where Newcastle Travels commences operations and/or has an active registration or license.

Meaning of Sanctions and How to Comply

Sanctions are laws and regulations enacted by governments (such as the government of the United States (“U.S.”), international organisations (such as the United Nations (“U.N.”)) and supranational bodies (such as the European Union (“E.U.”)) to promote foreign policy and other objectives, including:

limiting the adverse consequences of a situation of international concern (for example, by denying access to military or paramilitary goods, or to goods, technologies or funding that enable international terrorism or the proliferation of weapons of mass destruction);
seeking to influence other persons or governments to modify their behaviour; and
penalizing other persons or entities (for example, by blocking or “freezing” their assets, or denying access to international travel or to the international financial system).

Sanctions are intended to deter a range of activities, which may include political or military aggression, providing sanctuary for criminals and terrorists, developing nuclear or other weapons programs, and abusing human rights.

Sanctions are implemented largely by prohibiting companies and individuals from doing business with persons, entities, countries and governments that are the targets of the Sanctions. Such restrictions can include:

export bans, import bans and prohibitions on the provision of certain specified services;
prohibiting certain commercial activities (such as joint ventures and other investment);
barring the transfer of funds to and from a sanctioned country;
targeted financial Sanctions, which include freezing the assets of and prohibiting any dealings with, a government, country, or territory, and designated entities and individuals;
travel bans; and
other financial restrictions.

One key method of imposing Sanctions is to designate a country, territory, government, individual or entity as a target of Sanctions (a “Sanctions Target”). For example, the United States publishes a list of Specially Designated Nationals (or “SDNs”), which includes individuals and entities. In general, persons subject to U.S. jurisdiction must block (or freeze) any assets of an SDN within the U.S. person’s possession or control, and may not have any dealings with, or provide any services to, an SDN. The United States also imposes economic sanctions and embargoes that target geographic regions and governments; some programs are comprehensive in nature and block the government and include broad-based trade restrictions, while others target specific individuals and entities. In non-comprehensive programs, there may be broad prohibitions on dealings with countries, and also against specific named individuals and entities.

Most Sanctions regimes prohibit actions taken to circumvent applicable Sanctions or to facilitate activities by another person or entity that would violate Sanctions if undertaken directly. Officers and Associated Persons shall be careful not to inadvertently violate sanctions by facilitating or brokering a transaction that would be prohibited if conducted by Newcastle Travels. Officers and Associated Persons cannot facilitate, swap, approve, finance, or broker any transaction or activity if such transaction or activity would be prohibited if performed by Newcastle Travels. This prohibition also includes referrals to a foreign person of business opportunities involving any nation subject to comprehensive sanctions or any persons designated on an SDN list. Example: if an Officer or Associated Person introduces a person from a Sanctioned Country (with whom no business can be made as per applicable Sanctions) to a foreign person for the purpose of facilitating or fostering a business opportunity, then that Officer or Associated Person would be in violation of the “facilitation” clause of the Sanctions.

Moreover, some Sanctions regimes have extraterritorial application, such that they may be extended to persons abroad who cause a domestic person to violate Sanctions, for example, by removing SDN-identifying information from funds transfers or other business records so that a domestic person cannot properly screen the transaction for Sanctions violations.

Newcastle Travels’s principles and measures to comply with Sanctions and to identify, mitigate, and manage Sanctions risk

Key Principles

The following key principles govern Newcastle Travels’s approach to Sanctions and export controls. All other requirements in this document are to be read in the context of these principles. In the event of a conflict between principles and requirements, the principles will prevail.

Newcastle Travels maintains a Sanctions policy to meet obligations under Sanctions regimes of the jurisdictions in which it operates, is registered and/or licensed.
Newcastle Travels complies with the requirements of the U.S., U.N. and E.U. Sanctions regimes (whenever these apply to its operations) wherever it operates, and will not undertake any business that would breach those Sanctions regimes.
In addition to complying with the requirements of the U.S., U.N. and E.U. Sanctions regimes (whenever these apply to its operations), Newcastle Travels complies with other Sanctions regimes whenever they apply to particular Newcastle Travels operations, and will not undertake any business that would breach those Sanctions regimes.
Newcastle Travels also considers Sanctions regimes imposed by other jurisdictions where the facts of the transaction make it appropriate to do so.
Newcastle Travels may decide not to provide products or services even where it is permitted by law, particularly where the circumstances presents reputational risk.
Newcastle Travels will not undertake any business that would breach any export laws that apply to it.

Measures to Comply with Sanctions

Newcastle Travels shall screen its transactions as to potential violations on country specific sanctions.

Neither Newcastle Travels nor any Officer shall engage in any commercial relationship or transaction that directly or indirectly involve:

countries that are subjects or targets of Sanctions (“Sanctioned Countries”); or,
nationals of Sanctioned Countries;

unless the contemplated commercial relationship or transaction has been screened and cleared for action in accordance with the applicable Newcastle Travels sanction screening processes and procedures that are implemented by Newcastle Travels from time to time. For clarity, the fact that a country is a Sanctioned Country or a person is a national of a Sanctioned Country does not automatically mean that Newcastle Travels or an Officer cannot engage in any commercial relationship or transaction involving any such Sanctioned Country or person; however the transaction or commercial relationship intended by Newcastle Travels or the Officer would first need to be thoroughly screened by Newcastle Travels to ensure that it does not breach any Sanctions related legal obligation. If in doubt advice should always be obtained from Compliance and Ethics at compliance@newcastletravel.co.uk or your direct supervisor immediately. From time to time relevant Officers shall be informed by Newcastle Travels of those countries that are Sanctioned Countries. Because Sanction programs are dynamic and constantly changing, the countries that are Sanctioned Countries can change quickly; Newcastle Travels regularly reviews the U.S., U.N. and E.U. Sanctions regimes, and may update the list of Sanctioned Countries at any time.

Associated Persons shall also ensure that they do not engage in any commercial relationship or transaction that directly or indirectly involve countries that are subjects or targets of Sanctions and nationals of such countries, unless the commercial relationship or transaction would have been screened and cleared for action in accordance with the applicable screening procedures and processes implemented by each Associated Person. Associated Persons shall at all times have in place systems, processes, policies and procedures to ensure compliance with this limitation. If in doubt as to whether any commercial relationship or transaction conducted by an Associated Person violates this policy, the Associated Person shall notify Newcastle Travels as soon as practicable.

For clarity and avoidance of any doubt

all commercial relationships and transactions, directly or indirectly, involving Sanctioned Countries and nationals of Sanctioned Countries shall be immediately cancelled and/or not pursued until screened and cleared for action in accordance with the applicable Newcastle Travels sanction screening systems, processes and procedures that are implemented by Newcastle Travels from time to time; and,
commercial relationships and transactions with persons whose name is not on a list of Specially Designated Nationals may still be prohibited if that commercial relationship or transaction directly or indirectly, involves Sanctioned Countries and nationals of Sanctioned Countries. In such cases commercial relationships and transactions shall also be immediately cancelled and/or not pursued until screened and cleared for action in accordance with the applicable Newcastle Travels sanction screening systems, processes and procedures that are implemented by Newcastle Travels from time to time.

Officers and Associated Persons must not facilitate activities by any persons, including customers and passengers, that involve Sanctioned Countries or nationals of Sanctioned Countries, including by referring such business to others persons or entities.

If any Officer or Associated Person becomes aware of an actual or potential breach or a Sanctions regime, then he/she must notify Newcastle Travels Compliance and Ethics at compliance@newcastletravel.co.uk immediately. Newcastle Travels will then assess any notifications so received in the light of, amongst other things, any applicable reporting legal obligations binding Newcastle Travels.

Obligations of Officers and Associated Persons

Officers and Associated Persons must read and apply this Policy and must ensure compliance with this Policy.

The relevant Newcastle Travels units/departments dealing with customers, passengers, suppliers and other business partners/counterparties shall screen and perform due diligence on each prospective customer, passenger, suppliers and potential business partner/counterparty. If there is any doubt whether screening and due diligence has been conducted with respect to any such person or entity, contact Newcastle Travels Compliance and Ethics at compliance@newcastletravel.co.uk immediately.

Under no circumstances may an Officer or Associated Person act to avoid Sanctions obligations or detection of a relationship or transaction that would breach this Policy. Newcastle Travels and Officers and Associated Persons cannot advise customers, passengers or others as to how transactions may be structured or presented to evade applicable Sanctions or this Policy. This includes, but is not limited to, advising customers, passengers and others to amend any information or documents to include false or misleading information, to omit accurate information, or changing, removing or omitting information from a transaction or any business record that would otherwise lead to detection of a Sanctions issue.

Officers and Associated Persons may be subject to the Sanctions laws not only of the country or countries in which they live and work, but also of the country or countries of which they are a citizen, permanent resident, or visa holder. In addition, mere presence in a country, even on a transitory basis, generally will make the Officer or Associated Person subject to the laws of that country while they are within or transiting through it. It is the responsibility of each Officer and Associated Person to understand and meet their Sanctions obligations as a citizen of a particular country or as a result of their presence in a particular country. Questions about particular circumstances should be directed to Newcastle Travels Compliance and Ethics at compliance@newcastletravel.co.uk. Depending on such circumstances, Newcastle Travels may require the Officer or Associated Person to adhere to certain practices to ensure that Newcastle Travels and the individual Officer or Associated Person comply with all applicable Sanctions requirements.

Consequences of Failure to Comply

Failure to comply with relevant Sanctions laws would constitute a breach of legal and/or regulatory requirements, and can expose Newcastle Travels to significant reputational damage, legal and regulatory actions, and financial loss, and can expose individual Officers or Associated Persons involved in any violation to substantial fines and imprisonment.

Newcastle Travels has a zero-tolerance approach to intentional violations of this Policy or applicable Sanctions regimes. If an Officer fails to comply with this Policy, then he/she may be subject to disciplinary action that may include dismissal from employment. Disciplinary measures will depend on the circumstances of the violation and will be applied in a manner consistent with Newcastle Travels’s policies. In addition, Officers who violate the law during the course of their employment may also be subject to criminal and civil action.

Newcastle Travels may terminate a business relationship with any Associated Person (including terminating all contracts and agreements in force between Newcastle Travels and any such Associated Person) by means of written notice to the Associated Person, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (whether direct and/or indirect) of any type or nature in favour of the said Associated Person, in the event that: i. the Associated Person fails to comply with any provision in this Policy and fails to remedy (if such a failure is remediable) that failure within 10 days of the Associated Person being notified in writing of the failure; or, ii. the Associated Person becomes a Specially Designated National or the subject or target of Sanctions.

Revisions and Enquiries

Newcastle Travels will unilaterally review this Policy on a regular basis at its absolute discretion, and will introduce revisions where necessary or appropriate. Newcastle Travels may also issue addenda, guidelines and memoranda from time to time to supplement this Policy. The latest version of this Policy and of any addenda, guidelines and memoranda will always be available online at newcastletravel.co.uk, and on Newcastle Travels’s internal online systems that are effective from time to time and are accessible by all Officers. It is the responsibility of Officers and Associated Persons to access these online systems and view the latest version of this Policy and of any addenda, guidelines and memoranda, from time to time. Because Sanctions regimes can change quickly and without notice, Newcastle Travels may update this Policy at any time.

For enquires or any other matter relating to this Policy, Newcastle Travels Compliance and Ethics should be contacted at compliance@newcastletravel.co.uk.

Reporting of Violations

Newcastle Travels is fully committed to developing a Speak up culture – Officers and Associated Persons should not be afraid to speak up if they think that something is wrong or needs to be fixed. Officers and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting perceived violations of this Policy. If an Officer or Associated Person becomes aware of any suspected or known violations of this Policy or she/he realises that Newcastle Travels or an Associated Person performed a transaction prohibited by Sanctions, then he/she has a duty to promptly report such concerns in accordance with Newcastle Travel’s Speak Up Procedure for Reporting Concerns Relating to Financial Matters (available online at newcastletravels.co.uk, and on Newcastle Travel’s internal online systems that are effective from time to time and are accessible by all Officers).

Confirmation

Officers and Associated Persons shall periodically, whenever requested by Newcastle Travels, individually confirm in writing to Newcastle Travels that he/she/it has read this Policy and agrees to comply therewith.