UGANDAN NORTH AMERICAN ASSOCIATION

 

CODE OF CONDUCT AND BUSINESS ETHICS



SECTION 1: INTRODUCTION

Ugandan North American Association (UNAA) Code of Conduct and Ethics (the “Code”) indicates our commitment to the maintenance of the highest moral and ethical standards.  UNAA is an association that from time to time engages in business transactions in North America and Uganda.

FROM THE UNAA PRESIDENT:

 

Dear Member:


Please read below to get acquainted with UNAA’s Code of Business Conduct and Ethics after which you sign the UNAA Code of Conduct Compliance Form.

Our Code is a reaffirmation of UNAA’s commitment to conduct its business ethically and to observe both the spirit and the letter of applicable laws, rules and regulations.

During the development of our UNAA strategic plan, we identified the principles we believe are required to achieve success. At the heart of each of these is integrity. This simple word is the fundamental value at UNAA, driving the way we conduct our business.

UNAA’s reputation and continued success is dependent upon the conduct of its members. Each member, as a custodian of UNAA’s good name, has a personal responsibility to ensure that his or her conduct protects and promotes both the letter of the Code and its spirit of ethical conduct. Your adherence to these ethical principles is fundamental to UNAA’s future success.

Our Code cannot provide definitive answers to all questions. Accordingly, we expect each member to exercise reasonable judgment to determine whether a course of action is consistent with our ethical standards and to seek guidance when appropriate. The chairman of the Audit committee or the board of directors will often be the person who can provide you with thoughtful, practical guidance in UNAA business duties.

I entrust these principles and policies to you. Please give them your thoughtful and frequent attention.

 

Sincerely,

 

Francis Ssennoga
President UNAA

October 2011

 

THE UNAA CODE:

The Code is designed to provide guidance on matters that affect our officials and members worldwide; accordingly, all UNAA officials and members worldwide must adhere to the Code, unless (i) local law dictates a higher standard, in which case the higher standard shall be followed, or (ii) a provision violates local law, in which case that provision of the Code shall be deemed modified to comply with applicable law.  The Code is not intended to confer on non-citizens or foreign workers any rights that they are not entitled to under applicable local law.  In addition to the Code, you must follow the laws of each jurisdiction in which you are conducting business, and to all other relevant UNAA policies.

 

This Code is hereby introduced as UNAA’s official Code of Business Conduct; however, previous conduct that is illegal, unethical or against any existing policy shall not be excused.  The Code is not intended, and does not in any way, constitute a contract or an assurance of continued membership.  UNAA does not create any contractual rights by issuing the Code or other policies and do not guarantee membership or tenure of office for any specific duration.

UNAA may amend, modify or waive any provisions of the Code at its sole discretion.  To the extent required by applicable law or regulation (a) only our Board of Directors may waive compliance with the Code for executive officers or Branch officers, and (b) we will report promptly any waiver of compliance with the Code for executive officers or Branch officers.

 

PURPOSE AND SCOPE:

 

UNAA has developed this Code of Business Conduct and Ethics (the “Code”), to aid its directors and members in making ethical and legal decisions when conducting UNAA’s business and performing UNAA duties.


All references in the Code to “members” should be understood to include all director, officers and members of UNAA, unless the context requires otherwise.

 

Responsibility for administering and interpreting this Code is delegated to the Audit Committee. Other members of UNAA board will be kept informed of matters that may arise under this Code and become involved as appropriate. Ultimate responsibility for overseeing compliance with this Code and resolving the most sensitive issues rests with the Board of Directors.


UNAA expects its members to exercise reasonable judgment when conducting UNAA’s business. UNAA encourages its members to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. UNAA also understands that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting UNAA’s business ethically and legally. In these situations, or if you otherwise have questions or concerns about this Code, UNAA encourages each member to speak with his local UNAA Chairperson (If Applicable) or, if you are uncomfortable doing that, with any member of the UNAA Audit Committee.



Contents of this Code

This Code has 7 sections which follow this Introduction. The third section, “Fundamental Ethical Principles,” contains the actual guidelines that our members are expected to adhere to in the conduct of our business. Describe the other sections in one sentence here.


A Note About Other Obligations

UNAA’s members generally have other legal and contractual obligations to UNAA. This Code is in addition to all other policies of UNAA and is not intended to reduce or limit the other obligations that you may have to UNAA. Instead, the standards in this Code should be viewed as the minimum standards that we expect from our members in the conduct of UNAA’s business.

SECTION 2: ASSISTANCE WITH MAINTAINING STANDARDS AND REPORTING VIOLATIONS

 

  • If you have questions about any of the policies that comprise the UNAA Code of Business Conduct and Ethics (the “Code”), any other policy, or your ethical responsibility, discuss the issue with the Office of the Audit Committee and any member of the UNAA Board.

 

  • If you are unsure whether specific conduct violates the Code or any other policy, or how to act in a particular situation, discuss the issue with the Office of the Audit Committee and any member of the UNAA Board.

 

  • If you observe any violations of the Code, or any other policy, report the violations to the Office of the Audit Committee at email unaaaudit@yahoogroups.com and any member of the UNAA Board.

 

  • It is our policy not to discriminate or retaliate against any member or official who reports any violations of our policies in good faith or who participates in investigations of these reports, in good faith.

 

  • Members who file reports which they know to be false or without a reasonable belief in the accuracy of such information and members who provide evidence which they know to be false or without a reasonable belief in the accuracy of such information may themselves be subject to disciplinary action, including termination of their membership and legal action.

 

  • If your concern is about accounting, internal accounting controls or auditing practices you may send a written letter, which may be anonymous, to the Chairman of the Board of Trustees at the address indicated under contacts on www.UNAA.org.

 

 

SECTION 3: FUNDAMENTAL ETHICAL PRINCIPLES

 

The fundamental ethical principles that guide our business activities are described below, followed by complete business conduct policies.


  • Integrity and Compliance with Law.  You must conduct all aspects of our business in an ethical manner that reflects our dedication to integrity, honesty and fairness.  You must obey the laws of the jurisdictions where we conduct business at all times.  You must provide accurate information about yourself relating to all UNAA matters, such as address and background information. You and UNAA may be subject to criminal and other penalties for violations of laws.

 

  • Act Ethically In the Handling and Reporting of Data.  We require that complete, accurate and reliable business records be maintained in accordance with applicable law and all reports to governmental agencies are complete and accurate.  The use of false statements to influence individuals or companies with whom we do business or the government and the making of false entries in our records are prohibited.
SECTION 3: FUNDAMENTAL ETHICAL PRINCIPLES: (cont'd)

 

Protect Our Funds and Property.  You must approach all matters concerning funds and property held by us with care, diligence and honesty.


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  • We will not tolerate any scheme to wrongfully obtain funds or property through theft, embezzlement, fraud, false pretenses or false statements.  You must protect our assets and those of our members and ensure their efficient use since theft, carelessness and waste have an impact on our image and operations.  These assets include, without limitation, intellectual property such as our name, logos and trademarks; ideas, plans and strategies; computer and telephone equipment; and supplies, furniture, fixtures and equipment.  You must use our and our members’ property for our benefit in accordance with applicable policies.

· Protect Confidential Information.  You must protect and keep confidential all non-public information belonging to, in the possession of, or about our members, our branches, our business partners and us.  You must not share confidential information with friends, relatives or non-members or discuss confidential matters in public places, such as chat rooms, radio talk shows or other prohibited forums.

 

· Avoid Conflicts of Interest.  A conflict of interest occurs when your personal interests interfere or conflict in any way (or appear to interfere or conflict) with UNAA’s.  Since business decisions must be made in UNAA’s best interests and not be motivated by your personal interest or gain, you must avoid conflicts of interest, both real and perceived. You must recognize that even the appearance of impropriety can be damaging to UNAA’s reputation.

 

  • Fair Dealing. You must endeavor to deal fairly and in good faith with our members, suppliers, and business partners and must act in accordance with applicable anti-trust and other laws.  You may not take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation of material facts or any other unfair practice.

 

  • Opportunities.  You may not (a) take for yourself personally any opportunity that belongs to UNAA or is discovered through the use of UNAA’s property, information or position; (b) UNAA’s property, information or position for personal gain; or (c) compete with UNAA.  You owe a duty to UNAA to advance our legitimate goals and objectives, business or otherwise when the opportunity to do so arises.

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