1. Conflict of Interest
Basic Principle
Engaging directly or indirectly in any (business and or financial) activity that competes or conflicts with the interests of the Bank is prohibited.
Even if you do not have an actual conflict of interest but other people think you might, they may be concerned that you cannot act properly. For this reason it is important to avoid the appearance of a conflict of interest as well as an actual one. Being seen or thought to be in a conflict of interest can damage your reputation as well as the Bank’s.
If you find yourself in a conflict of interest or a situation where you believe that others might think you have one, you must immediately advise your Manager so that action can be taken to resolve the situation. This is the best way to guard your reputation for honesty, fairness and objectivity.
Your Manager, who may consult a more senior Manager or the Compliance Department if necessary, will decide if a conflict of interest exists or if the appearance of a conflict of interest would be damaging to the Bank’s reputation.
Financial Interest
An employee or member of their household should not have a financial interest (e.g. income, honoraria or other form of payment, ownership interests or personal interest) in a customer or supplier of the Bank, unless disclosed to and approved in writing and in advance of any (verbal) commitment by the President or a Managing Director of the Bank through our Human Resources Department. Copies of such written approvals will be held in the employee’s personnel file by Human Resources Department.
Transactions that Involve Yourself, Family Members or Close Associates
When you deal with the Bank as a customer, your accounts, personal transactions and account activities must be established and conducted in the same manner as those of any non-employee customer. This means that you may only transact business, make entries or access information on your own accounts using the same systems and facilities available to non-employee customers. For example, you can use online banking to transfer funds between your own accounts, since this service is generally available to non-employee customers.
MCB Group 13
The accounts, transactions and other account activities of your family members, friends and other close associates must also be established and conducted in the same manner as those of other customers without your intervention. You should never set up accounts on your own behalf or on behalf of these individuals but rather seek assistance from a colleague to handle such request without your intervention.
Under no circumstances may you authorize or renew a loan, a lending or a margin limit increase to yourself, a family member, a friend or other close associates, nor may you waive fees, reverse charges or confer any benefit or non-standard pricing with respect to your own accounts or those of family, friends or other close associates without the prior review and agreement of your Manager.
Inside Information
All staff including temporary staff must refrain from using inside information in making an investment or business transaction for personal benefit. In effect knowledge gained from Bank business, before the information becomes public, is not to be used in undertaking any personal investment or business transaction nor may it be transmitted to persons outside the Bank, including family or associates or even other members of the staff who do not require such information in executing their duties as employees. Where there is doubt whether a particular piece of information may or may not be used, the employee including temporary staff should seek guidance from his or her Manager or the Bank’s Management.
Corporate / Supervisory Directorships
Personnel must not solicit corporate directorships and no appointment as a corporate director for any kind of business may be accepted without the prior written approval of either the President or a Managing Director through the Human Resources Department. This includes supervisory directorships.
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Also bear in mind that:
• the Bank reserves the right to require you to give up any directorships that it determines to pose a conflict of interest or any appearance hereof; and
• directorships on the boards of companies which compete with the Bank will generally not be approved.
If you are a new employee, immediately report any directorships in accordance with the above requirements, and seek approval where necessary. If you change your role within the Bank you should advise your new Manager of any directorships, even if they were previously approved. Human Resources Department can decide whether those approvals must be reconfirmed given your new duties.
Corporate Conflicts of Interest
Conflicts of interest can also occur between the Bank and its customers. For example:
• the Bank’s interests could conflict with its obligations to a customer; or
• the Bank’s obligations to one customer could conflict with its obligations to other customers.
If you fulfill the position of an Account Manager within the Bank be alert to situations where there may be a conflict of interest or the appearance of one. If you become aware of a potential conflict of interest you should advise your Manager.
Charitable and Community Activities and Sponsorships
The Bank takes its corporate social responsibility seriously. We strive to be a good corporate citizen and encourage all employees to volunteer for the charities of their choice. The following main areas are annually considered for charity: volunteer work, sport, religious, youth, education, culture and certain special requests.
Charity work, community activities and sponsorships are done on own initiative or upon request from an outside party.
Depending on the type of request and/or monetary amounts, the Corporate Social Responsibility Department or the Marketing Department will write a recommendation for review and to obtain approval from Senior Management.
The Bank encourages its employees to actively participate in charitable,
MCB Group 15
educational, religious, community and other civic activities. However, the time and attention devoted to these activities should not interfere with you doing your job (unless prior approval by Management has been granted) or present any other kind of conflict of interest.
Appropriate due diligence to mitigate the risks of corruption (e.g. bribery and or conflicts of interests) needs to be performed on the (potential) recipients of charitable or community activity sponsorships. The reputation, integrity and associations (such as with public officials, politically exposed persons, other entities or persons) of the (potential) sponsorship recipients needs to be reviewed and the results of the due diligence performed need to be recorded.
• The Bank’s employees are not allowed to solicit a sponsorship or charitable activity for personal purposes from the Bank’s customers during working hours, during the Bank’s business events or in the Bank’s premises. Naturally, as the Bank encourages volunteering for charities, the Bank’s employees are allowed to solicit a sponsorship or charitable activity outside the Bank’s working hours and in private circumstances. In circumstances where the Bank’s employee solicits a sponsorship or charitable activity from a person or entity who or which appears to be a customer from the Bank, the Bank cannot be mentioned by name or be part of the initiative to obtain the sponsorship or charitable activity, 1
Outside Business Interests
It is considered a conflict of interest for an employee and therefor prohibited to conduct business other than Bank business on Bank time and/or utilize Bank equipment and/or facilities to conduct any outside interest/business, unless prior approval has been obtained from the Human Resources Department. Furthermore, the acquisition or any business interest or the participation in any business activity outside the Bank and banking hours, which would create an excessive demand upon the time and attention of the employee and thus deprive the Bank of the employee’s best efforts on the job, is considered a conflict of interest and requires prior approval from the Human Resources Department. Additional employment for companies which compete with the Bank will generally not be approved.
Financial and Other Considerations
Employees who wish to undertake financial obligations such as personal loans, mortgages and credit card applications at other banks or financial institutions, should at all times undertake his/her financial obligations in a responsible manner and shall not engage in financial obligations that exceed his/her financial strength.
Employees are not allowed to use their accounts at MCB for other purposes than normal personal and household related transactions. For example: (1) conducting transactions from the employee’s account for and on behalf of other persons or companies on a structural basis is prohibited and (2) using the account for transactions that are related to activities that are contrary to the Bank’s core business and (3) comingling personal funds with business funds (e.g. treating business funds as personal money).
Additional Employment while in the Bank’s Employment
Prior to making any commitment for employment of any kind while in the Bank’s services, gainfully or otherwise, employees must discuss and obtain approval for possible part-time employment or other business activities outside Bank working hours with their
Manager/Department Head and obtain approval from local Management.
If you are a new employee, you must immediately report any additional employment in accordance with the above requirements and seek approval where necessary. If you change your role within the Bank you must advise your new Manager of any additional employment, even if the additional employment was previously approved. The Human Resources Department can decide whether those approvals must be reconfirmed given your new duties.
The Human Resources Department will take the risks of corruption, e.g. bribery and conflicts of interest, into account in the approval process of an Employee’s request to make any commitments for additional employment of any kind while in the Bank’s service.
A register including the additional employment activities of the Bank’s employees (including directorships and approved business interests) is being maintained and updated by the Human Recourses Department. This register will be used in order to manage the risks of corruption, more specific conflicts of interest regarding procurement activities of the Bank. Periodic reviews of personal interests and additional employments are being performed by the Human Recourses Department which results are being documented and reported to the MCB Group Compliance Department.
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2. Customer Confidentiality
Basic Principle
The confidentiality of relations and dealings between the Bank and its customers must be maintained at all times.
Customer Information
Business or financial information about a customer, whether an individual, a corporation or a government entity, may not be used in any way other than described in the Bank’s policies and procedures. All precautions must be taken to ensure the confidentiality of customers’ records, transactions and stated intentions, particularly in those cases where the interests of a customer may be in conflict with those of one or more other customers.
Information about a customer may not be made public in any way, unless such disclosure is ordered by a court of the competent jurisdiction or if the customer has authorized the publication of the information in writing and then only with the specific consent of our Legal Department and the Bank’s Management.
In responding to requests from other banks or correspondents for reports on customers, these confidentiality standards and practices must be strictly
observed. Any such report on a current or past customer must be approved and signed by a member of the Bank’s Management.
MCB Group 17
3. Integrity of Records and Transactions
Basic Principle
Each employee must maintain with complete integrity the accuracy of all records.
Accuracy and Integrity
Concerns for what is right should underlie all business decisions. In no circumstances should an employee make, or allow to be made, entries to any account, record or document of the Bank that are false or obscure the true nature of the transaction. No transaction should be undertaken which, by Bank standards, could be considered suspicious even though such a transaction may be regarded as customary in a particular location or area of business activity. Policy and procedures outlined in the Bank’s manuals and or Policy Directives are to be adhered to at all times.
Records
The records of the Bank, including financial statements, personnel files and information concerning customers must be protected and used for the purpose for which they are intended.
Responsibility
Ensuring the accuracy and integrity of the Bank’s record-keeping and information reporting systems is a responsibility of all employees. Accounting records and reports must be complete and accurate. Information must be compiled and maintained in accordance with the relevant instructions in MCB Group’s Record Retention Procedure and the Bank’s operating manuals or any other applicable procedures. Likewise, the accuracy and reliability of any computer information/systems must be ensured at all times. All records and computer files/programs of the Bank and its subsidiaries, including personnel files, financial statements and customers’ information must be accessed and used only for the management-approved purposes for which they were originally intended. Any employee who is aware of records that are not being kept in accordance with these Guidelines by others has the responsibility to immediately report such deviation to his or her immediate Supervisor.
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4. Fair and Equitable Treatment
Basic Principle
The Bank’s business dealings with customers and internal operations must be concluded fairly and equitably, based on sound judgment, careful analysis of all relevant facts and considering our internal policies and procedures.
Financial Favors / Gifts
Soliciting financial favors or gifts of goods or services, whether in kind or monetary, is prohibited by personnel from a current or potential customer of the Bank.
Acceptance of Gifts, Entertainment and Hospitality
Customers and business associates often try to show their appreciation by providing gifts, entertainment or hospitality to the Bank’s employees. Accepting gifts, entertainment or hospitality can be problematic because it may lead others to believe that your decisions have been improperly influenced. In some cases, such as where high-value gifts, entertainment or hospitality have been offered or accepted, this could be perceived as offering or accepting a bribe or the involvement of a conflict of interest. Any gifts entailing of cash money are never permitted to be offered or accepted. For the sake of transparency, the Employee should inform his/her business line head in writing that the gift or sum of money has been offered and refused.
In general, the giving and accepting of gifts, entertainment or hospitality is appropriate if:
• the gift, entertainment or hospitality is modest and would not affect the recipient’s objectivity;
• there is no suggestion that the donor is trying to obligate or improperly influence the recipient;
• offering or accepting is “normal business practice” for the purposes of courtesy and good business relations;
• offering or accepting is legal and consistent with generally understood ethical standards;
• neither you nor the Bank would be embarrassed if the public became aware of the circumstances of the gift, entertainment or hospitality; and
• it is not a gift or prize of cash, bonds, negotiable securities, personal loans, or other valuable items (such as airline tickets for your personal use, or use of a vacation property).
We have limitations with regard to accepting or offering gifts and invitations and it is something we should often refrain from doing. Accepting or offering gifts and invitations is in any event not allowed if that can lead to change in behavior of either the receiver, the provider or both. Nevertheless, it is permitted to give or accept a gift if the value does not exceed (the counter value of) USD 70 and if it is reasonable and customary for the occasion being marked. It is prohibited to give or accept gifts exceeding (the counter value of) USD 70. Accepting or offering entertainment and hospitality as a gift will be reviewed on a case by case basis and must always be approved in advance by your immediate supervisor, be modest in nature, suit the situation and be given openly.
Employees must be aware of that said value of USD 70 or an equivalent in another currency is just an indication and employees shall at all times, regardless of the value, use their common sense and assess the situation in which gifts, entertainment or hospitality is being offered to them. When, for example, an employee senses that other expectations are linked to the gift being offered, such as providing loans or other services in return, such observation should be discussed with the business line head before proceeding. In that connection we repeat that accepting a gift, entertainment or hospitality which could lead to the change of behavior of the Employee (or the provider) is prohibited. Where involving traveling abroad, luxury accommodation or exclusive tickets (such as to the Olympics, US Open or Wimbledon), obtain the approval from your business line head (or his or her designate), who must consult with Senior
MCB Group 19
Management for further guidance. In all cases of receiving, giving or rejecting a gift, hospitality or any form of entertainment, the “Gifts & Entertainment Approval Request Form” should be completed and signed by the Business Line Head and by Senior Management where applicable. The Business Line Head is responsible for the reporting of the gift received to the Human Recourses Department.
When a gift, entertainment or hospitality worth the equivalent of USD 70 or more is offered to a member of the Management team of the Bank, this member should consult the matter with the Supervisory Board of the Bank. The “Gifts & Entertainment Approval Request Form” should be completed and signed by the Supervisory Board Member.
Remember the following when considering whether to accept a gift, entertainment or hospitality:
• you may not use your position for improper personal gain. Tactfully discourage customers, brokers, suppliers or others in business with the Bank, if they suggest offering benefits to you or your family; and
• where it would be extremely impolite or otherwise inappropriate to refuse a gift of obvious value, you may accept it on behalf of the Bank. In these cases, immediately report the gift to your Manager who will advise you how to deal with it. Such gifts may not be taken for your personal use or enjoyment.
Remember the following when considering whether to offer a gift, entertainment or hospitality:
• Be especially careful when offering gifts, entertainment or hospitality to government officials and public office holders (“public officials”). In this regard, please see the Bank’s Anti-Corruption Policy, which you should adhere to at all times.
For acceptance of gifts, also refer to the appropriate Guidelines under “Conflict of Interest”.
The Central Gift Register
In order for the Bank to identify and assess the extent of the risks of gifts, entertainment and hospitality, a central record is kept of received, given and rejected gifts, entertainment and hospitality. This record keeping occurs in the form of a Central Gift Register which is maintained by the Human Recourses Department for all personnel except for Senior Management. For Senior Management the Central Gift Register is maintained by the Corporate Secretaries Department. Registration of gifts, entertainment or hospitality takes place by submitting the “Gifts & Entertainment Approval Request Form" per e-mail by the Business Line Department Head to the Human Recourses Department or by the Supervisory Board to the Corporate Secretaries Department.
The Central Gift Register will serve as one of the sources of information in the performance of periodic assessments by the Business Line Department Heads in order to identify trends and patterns in receiving gifts, entertainment and hospitality. The periodic assessment will take all the received, given and rejected gifts, entertainment and hospitality throughout the whole year into consideration. An increase in reports in a certain period, excessive acceptance/offering of gifts by one Employee or within any given organization unit will be consulted with the Group Compliance Department.
Use of Bank’s Name
The Bank’s name must not be used as leverage for personal advantage or the advantage of family or friends, in dealing with others in political, investment, commercial and any other type of activities.
Friendship / Associations
Staff must not be influenced by friendship or association either in meeting a customer’s request or in recommending that they should be met. Such decisions must be made on a strictly business consideration and free of all personal considerations.
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Harassment in the Workplace
The Bank will not tolerate any type of harassment in the workplace. Where any employee feels he/she has been a victim of harassment, intimidation, threats, verbal harassment, physical harassment or abuse or any other type of harassment in the workplace or has been witness to said types of harassment in the workplace, he or she should report it immediately to the Group Employee Relations Officer. Further guidance on the reporting and handling of harassment is given in the MCB Group Policy & Procedure on Harassment in the Workplace.
Non-Discrimination
Fair and equitable treatment must always prevail in the evaluation of personnel, customers, suppliers and other business associates. In these matters, the Bank prohibits discrimination off any kind and in any form.
5. Bank Operating Activities
Donations
No charitable and/or (political) donations may be made on behalf of the Bank without prior approval of either the President or a Managing Director.
Opening New Accounts
Officers involved in opening new accounts should know the customer they are dealing with. If they do not know the customer, inquiries should be made into the background of the customer in an attempt to ensure that the Bank does not become involved in illegal or improper transactions. All employees must adhere to the guidelines and procedures set out in the Bank’s Policy Procedures applicable to the opening of new accounts.
Claiming Travel / Entertainment Expenses
Expenses claimed must be incurred in the course of Bank business and must be reasonable in this respect.
Travel expenses
• Employees will be reimbursed for the most direct and economical mode of travel available, considering all of the circumstances.
• Employees will not be reimbursed for additional costs incurred by taking indirect routes or making stopovers for personal reasons.
• Use of an employee’s own vehicle for work-related travel will be reimbursed by way of an all-inclusive mileage allowance, as shall be determined by the organization from time to time.
• Trip cancellation insurance is eligible for reimbursement.
Accommodation expenses
• Employees will be reimbursed for moderate accommodation expenses, considering all of the circumstances.
• Employees will not be reimbursed for items of a personal nature charged to a hotel account.
Meal expenses
• Employees will be reimbursed for reasonable and appropriate meal expenses actually incurred while on MCB business in accordance with the meal allowance policy.
The reimbursement of authorized expenditures will occur through the General Administration Department. Further guidance on this process is given in the MCB Group Policy & Procedure for Company Credit Cards.
Managers are responsible for determining if the expenses being claimed are reasonable given the circumstances, and for ensuring they are charged against the appropriate account, and that any requirements under the Tax legislation (Fringe Benefits) have been met.
To be eligible for the reimbursement of costs made in the exercising of your role within the Bank’s business, employees are referred to the MCB Group Policy & Procedure on Company Credit Cards, Meal Allowance Procedure and the Travel Policy.
MCB Group 21
6. Prevention of Money Laundering and Terrorist Financing
Basic Principle
Money Laundering and Terrorist Financing have become increasingly important issues in the international financial industry. To detect, prevent and combat money laundering and terrorist financing in the broadest sense of the word has therefore become a necessity for not only government and official institutions, but also for commercial banks and certain other professions and businesses. Money laundering is the process of changing the identity of illegally obtained funds so that it appears to have been originated from a legitimate source. The prevention of money laundering inhibits the movement of funds derived from criminal activity and restricts the availability of money to fund terrorist activity. The “know your customer” aspect is crucial in combating money laundering and terrorist financing.
Adherence to Laws and Procedures
Each employee must adhere to the laws, regulations and internal procedures pertaining to the combat and deterrence of money laundering and terrorist financing, the identification and record keeping of customers and the reporting of unusual transactions.
Assisting Others in Illegal Acts
It is not permitted to assist others in concealing the origin of presumed dirty money. Customers’ wishes which are evidently of an illegal nature and/ or deviate from our procedures cannot be complied with. Bank employees are obliged by law not to disclose any information pertaining to unusual transaction reporting. In the eyes of the law you may not tip off a potential money launderer.
Assisting Money Launderers and Terrorist Financing by your negligence
If your negligence in following procedures and laws results in facilitating money launderers and terrorist financing, you may be punishable under the law.
The Bank has issued a Policy and Procedures Handbook regarding this important issue and our staff must be well aware of these procedures and adhere to same. Non-compliance to these laws and procedures may result in criminal prosecution.
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Customer Acceptance and Know your Customer
All employees of the Bank are required to be knowledgeable of the policies and procedures in connection with Customer Acceptance as described in the MCB Group Anti-Money Laundering/Anti-Terrorist Financing and Sanctions Policy and the MCB Group Customer Acceptance & Exit Standards. If an employee of the Bank has not received or does not have access to this Manual, it is the responsibility of the employee to request and obtain this Manual from the Human Resources Department.
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7. Personal Activities
Basic Principle
Employees may not use the Bank’s name or facilities for personal advantage in political, investment, commercial or in any other types of activities. Employees and their families must not use their connection with the Bank to borrow from or become indebted to customers or prospective customers.
Speculative Positions
Personnel must not utilize the Bank’s facilities and influence in taking speculative positions such as in foreign exchange, gold, silver and securities.
Financial Obligations
Each employee must conduct his/her personal financial affairs in a prudent manner and must avoid any financial obligations beyond his/her ability to repay.
Use of Assets / Personnel
Use of Bank equipment, systems including Internet, Intranet and email and materials or personnel for other than Bank purposes is not permitted without the prior approval of either the President or a Managing Director. The Intranet and the use of it, both directly and indirectly, are considered property of the MCB Group and therefore the use hereof must be on that basis. This means that the Bank has the right to monitor and or record the use and or cancel use without notice. For further details, please refer to the MCB Group Internet and Electronic Mail Code of Conduct.
Personal Attire
Bank personnel are expected to ensure their personal grooming and attire conforms to the established standards of the business community in which the branch or office is situated. Please refer to the Dress Code for the MCB Group for further details.
Personal Compliance with Bank Policies in General
Without prejudice to the provisions made in the Conditions of Employment, the “Guidelines for Business Conduct”, the MCB Group Anti-Corruption Policy, the MCB Group Whistleblower Policy, the MCB Group Incident Reporting Policy & Procedure, the “MCB Group Customer Acceptance & Exit Standards”, the “MCB-Group Internet and Electronic Mail Code of Conduct”, the “Female/Male Dress Code Policy” and the regulations or modifications of existing regulations to be newly issued by the Bank from time to time, the Employee shall be considered to have betrayed the trust in him/her, if the Employee commits any acts or causes any acts to be committed, or should omit any acts or causes any acts to be omitted that are contrary to the Bank’s or statutory regulations and/or injure the Bank’s reputation. These acts shall be understood to include, but not exclusively, cases in which confidential bank information is provided to third parties without the consent of Senior Management or the customer, assisting in any manner or being culpably involved in any violation of Bank or statutory regulations, or failure to think when that should have been duly done, and taking the consequences for granted.
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MCB Group 25
8. Observance of Guidelines
Adherence
All staff must adhere to these standards of conduct. In the event uncertainty exists about appropriate courses of action, a staff member including temporary staff should immediately seek the advice of a senior officer.
Breaches
Breaches of the Guidelines are to be dealt with promptly and fairly. Employees who believe they have observed a breach of the Guidelines by another employee must report this to the person in charge of the Department, Branch or Subsidiary or to the designated persons as per the MCB Whistleblower Policy. If there is dissatisfaction with the action taken, and particularly if a reporting employee believes there may be collusion between the parties involved, the employee who observed the potential breach is expected to report the breach directly to either the President or a Managing Director or the persons designated as per the MCB Whistleblower Policy.
Communications
It is the responsibility of the Assistant Managing Directors of the Bank, and those in charge of subsidiaries, to discuss the Guidelines with their immediate subordinates including Branch Managers and Department Heads where applicable, ensuring that the Guidelines are understood.
Branch Managers, Department Heads and those in charge of subsidiaries must ensure, either personally or by delegation, that all personnel under their jurisdiction are appropriately familiar with the spirit and contents of the Guidelines and their application to specific levels and types of positions occupied.
Review
Annually during the month of June, Assistant Managing Directors, Branch Managers, Department Heads and those in charge of subsidiary operations must hold a meeting with their staff to discuss the content of the Guidelines and review, together with the staff under their jurisdiction, the performance for the 12-month period ended June 30.
Employees including temporary staff will be asked annually, by the end of June 30, to acknowledge that they have read and understood the (updated) Guidelines and that they have adhered to and will continue to adhere to the Guidelines and its supplements. Acknowledgement will take place via the method made available through InSite (the HRD portal in AFAS). No later than June 1 annually, each Assistant Managing Director of the Bank, Branch Manager, Department Head and those in charge of subsidiaries must certify by letter to the President or Managing Director as to compliance to these guidelines in all instances other than the ones already reported, covering the period May 1 of the previous year to April 30 of the current year.
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MCB Group 27
9. Notes
Note 1
References to “Bank” or “Maduro & Curiel’s Bank N.V.” includes all subsidiaries of Maduro & Curiel’s Bank N.V.
Note 2
References to personnel, staff, employees including temporary staff, contractors and officers mean persons occupying any level of position with the Maduro & Curiel’s Group.
Note 3
References to President and Managing Directors means of “Maduro &
Curiel’s Bank N.V.” or; if in a Subsidiary Company not established in Curaçao, to the Managing Director of that Subsidiary Company.