Trade Sanctions Policy
Q-Park BV and its subsidiaries (“Q-Park” or the “Company”) are committed to conducting all aspects of its business in keeping with the highest legal and ethical standards and expects all employees and other persons acting on its behalf to uphold this commitment. In accordance with this commitment, the Company has adopted this Trade Sanctions Policy (this “Policy”), which is applicable to all directors, officers, and employees, as well as to agents, distributors, representatives, and other associated persons when acting on behalf of the Company (collectively “Company Personnel”). In brief, Company Personnel shall comply with all applicable trade sanctions laws, including the EU sanctions regulations, Office of Foreign Assets Control (“OFAC”) sanctions regulations, the Export Administration Regulations (“EAR”), as well as the various UK Statutory Instruments which implement EU sanctions regulations and the UK Export Control Act 2002 (collectively “Trade Sanctions Laws”). Please note that Trade Sanctions compliance is also addressed separately in the Q-Park investment document.
This Policy and the internal controls herein have been designed to prevent violations of Trade Sanctions Laws from occurring, to avoid the appearance of wrongdoing, and to enable the Company to respond promptly and effectively to any inquiries about its conduct. The pages that follow provide a general guide to compliance with Trade Sanctions Laws, but do not address every potential scenario that may implicate issues bearing on compliance with this Policy.
Due to the serious consequences of violation of Trade Sanctions Laws, any employee who violates this Policy will be subject to disciplinary action, up to and including dismissal and immediate termination. Any Company Personnel who have questions concerning the requirements of this Policy should consult with the local General Manager of Q-Park. Company Personnel in the Q-Park head office should consult with Leo Stikkelbroeck (Corporate Director Legal) directly (Leo.Stikkelbroeck@q-park.com).
II. European Union Sanctions
The Council of the European Union (the “Council”) has adopted guidelines to impose sanctions within the framework of the Common Foreign and Security Policy (“CFSP”). Sanctions are imposed independently or to implement binding Resolutions of the U.N. Security Council. Depending on the specific sanctions regime, the competent authorities of the EU member states and the European Commission have unique responsibilities for implementing, enforcing and monitoring violations of the applicable sanctions.
The Council imposes EU sanctions through a CFSP Council decision adopted unanimously. Economic sanctions require additional legislation, in the form of a Council regulation, to give full legal effect to the sanctions. EU Regulations are directly applicable in EU Member States, so that entities incorporated or constituted under EU law, and persons and entities doing business in the European Union (including non-EU nationals) are subject to their provisions.
The EU sanctions regime includes arms embargoes, economic and financial sanctions, and restrictions on admission. Sanctions may target governments of third countries, non-state entities or individuals.
The competent authorities of Member States of the European Union are typically responsible for a wide range of enforcement activities, including determining penalties for sanctions violations, granting exemptions, reporting implementation of sanctions regimes, and liaising with U.N. Security Council sanctions committees for specific exemptions and de-listing requests.
Company Personnel should not assume a transaction is permissible pursuant to an exception or license without first consulting the local General Manager of Q-Park. Company Personnel in the Q-Park head office should first consult with Leo Stikkelbroeck (Corporate Director Legal) directly (Leo.Stikkelbroeck@q-park.com).
III. United States Sanctions
OFAC is an office within the U.S. Treasury Department that has responsibility for administrating, implementing, and enforcing economic sanctions. There are two general categories of OFAC sanctions: (1) country-based sanctions programs and (2) list-based sanctions programs. Currently, OFAC administers comprehensive country-based sanctions targeting Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine (collectively “Embargoed Countries”), though this list may change from time to time. The prohibitions in the regulations generally prohibit U.S. persons (both juristic and natural) from doing business with the Embargoed Countries absent a license from OFAC. OFAC also administers non-comprehensive country-based sanctions programs that apply to targeted individuals and entities in specific countries (e.g., Belarus, Libya, Zimbabwe, and others). By contrast, OFAC’s listed-based sanctions target individuals and entities participating in certain activities (e.g., narcotics trafficking, terrorism, and proliferation of weapons of mass destruction). OFAC’s sanctions regulations prohibit transactions between U.S. persons and individuals and entities included on OFAC’s Specially Designated Nationals and Blocked Persons List (“SDN List”) and/or individuals owned or controlled by individuals or entities on the SDN List (collectively “Blocked Persons”). OFAC updates the SDN List on a regular basis.
OFAC’s sanctions regulations also prohibit U.S. persons from “facilitating” activities by a non-U.S. person with Embargoed Countries or Blocked Persons that would be violative of the sanctions regulations if conducted by a U.S. Person. This means that U.S. persons may not assist or support transactions that would be prohibited if carried out by a U.S. person.
Through a licensing process, OFAC can authorize U.S. persons to engage in certain transactions that would be otherwise prohibited by the sanctions regulations. Additionally, certain exceptions codified in the sanctions regulations may allow the Company to do business with Embargoed Countries and Blocked Persons in certain circumstances. Company Personnel should not assume a transaction involving an OFAC-restricted party is permissible pursuant to an exception or license without first consulting the local General Manager of Q-Park. Company Personnel in the Q-Park head office should first consult with Leo Stikkelbroeck (Corporate Director Legal) directly (Leo.Stikkelbroeck@q-park.com).
IV. United Kingdom Sanctions
The Foreign & Commonwealth Office has overall responsibility for the UK’s policy on sanctions, arms embargoes and trade restrictions. Her Majesty’s Treasury (“HM Treasury”) has primary responsibility for administering, implementing, and enforcing the UK financial sanctions regime.
There is no single Act of Parliament that sets out the UK sanctions regime. Instead, sanctions are contained in a number of separate UK Statutory Instruments and/or EU Regulations. EU Regulations are directly applicable in EU Member States, so that entities incorporated or constituted under EU law, and persons and entities doing business in the EU (including non-EU nationals) are subject to their provisions. UK Statutory Instruments implement the sanctions imposed by EU legislation and apply to any person in the UK, all UK nationals and any entity incorporated or constituted in the UK.
The UK sanctions regime includes embargoes and trade and finance restrictions. Certain items and services are subject to qualified restrictions which require a license before they can be provided. Sanctions may be comprehensive and imposed against a particular country. For example, there are financial sanctions against Afghanistan, Iran, Iraq, Sudan, Zimbabwe, and North Korea (among others) that subject the government, all corporate entities and residents of a sanctioned country to an asset freeze. Additionally, sanctions measures may target specific individuals, entities and organizations (including Al-Qa’ida and the Taliban). In all cases, the nature of the sanction and the identity of the sanctions targets will be set out in the relevant UK and/or EU legislation. Individuals and entities which are the subject of targeted financial sanctions are also identified in H.M. Treasury’s Consolidated List. Sanctions targets may be resident in the UK or elsewhere.
Breach of UK sanctions is a criminal offence, unless an appropriate license or authorization has been obtained from H.M. Treasury or the Export Control Organisation as appropriate. Company employees should not assume a transaction is permissible pursuant to an exception or license without first consulting the local General Manager of Q-Park. Company Personnel in the Q-Park head office should first consult with Leo Stikkelbroeck (Corporate Director Legal) directly (Leo.Stikkelbroeck@q-park.com).
V. Our Policy
Company Personnel must conduct their activities in full compliance with this Policy and all applicable Trade Sanctions Laws. Under this Policy, the Company and Company Personnel (when acting on behalf of the Company), without prior approval from the local General Manager of Q-Park or, for Company Personnel in the Q-Park head office, Leo Stikkelbroeck (Corporate Director Legal) are not permitted to:
- engage in any business or dealings with Embargoed Countries, Blocked Persons, or individuals or entities listed as a sanctions target by EU, UK, or U.S. legislation; or,
- facilitate transactions with third parties that involve Embargoed Countries, Blocked Persons, or individuals or entities listed as a sanctions target by EU, UK, or U.S. legislation.
Please note that this Policy prohibits both direct and indirect business and dealings with Embargoed Countries and Blocked Persons. This means that the Company will not enter into any agreement with end users or other customers whereby the Company agrees to export products or services to or import products or services from Embargoed Countries. Additionally, Company Personnel will not authorize distributors or agents to resell Company services to customers in Embargoed Countries or to Blocked Persons. To the extent that Company employees learn that third parties are providing services to or in an Embargoed Country, they are required to immediately notify the local General Manager of Q-Park. Company Personnel in the Q-Park head office should notify Leo Stikkelbroeck (Corporate Director Legal).
VI. Compliance Procedures and Training
As part of the Company’s ongoing commitment to trade sanctions compliance, relevant employees must receive and review a copy of this Policy. All such employees must then certify in writing that they (1) have reviewed the Policy; (2) agree to abide by the Policy; and (3) agree to report any potential violations of the Policy to the local General Manager of Q-Park. Company Personnel in the Q-Park head office should report potential violations to Leo Stikkelbroeck (Corporate Director Legal). The certification is attached to this Policy as Exhibit A.
In addition, the Company will provide periodic trade sanctions compliance training programs to educate employees about the requirements and obligations of Trade Sanctions Laws and this Policy. All relevant employees must participate in this training and the Company will retain attendance records establishing compliance with this requirement.
VII. Reporting Requirements and Whistleblower Protection
The Company takes its commitment to trade sanctions compliance very seriously and expects all Company Personnel to share that commitment. The Company therefore expects and requires any Company Personnel who have knowledge of, or reason to suspect, any violation of this Policy to directly report this to the local General Manager of Q-Park. Company Personnel in the Q-Park head office should report to Leo Stikkelbroeck (Corporate Director Legal) directly (Leo.Stikkelbroeck@q-park.com).
Company Personnel can also rely on the chapter on reporting incidents and abuses in the Q-Park Integrity Policy or (when available) on the local Q-Park whistleblower scheme. If any Company Personnel fail to report known or suspected violations, then the relevant Company Personnel may be subject to disciplinary action, up to and including termination.
It is the Company’s policy that, if the report of known or suspected violations is made honestly and in good faith, no adverse employment-related action will be taken against any Company Personnel in retaliation for reporting a violation or suspected violation of Trade Sanctions Laws or this Policy.
All questions regarding this Policy should be directed to the local General Manager of Q-Park. Company Personnel in the Q-Park head office can direct any questions regarding this Policy to Leo Stikkelbroeck (Corporate Director Legal) directly ( ).
EMPLOYEE TRADE SANCTIONS POLICY CERTIFICATION (TO BE COMPLETED BY ALL RELEVANT COMPANY EMPLOYEES)
I, _____________________________, make the following certifications:
- I have reviewed Q-Park’s Trade Sanctions Policy (the “Policy”);
- I agree to abide by the Policy;
- I agree to report any potential violations;
- I understand that failure to comply with Trade Sanctions Laws may result in immediate termination and prosecution, with penalties including fines and/or imprisonment.
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