Code of Ethics and Business Conduct
Alchemy Marketplace Inc. (“Alchemy Lending,” we, or the “Company”) is committed to the highest standards of ethical and professional conduct. The Company’s Board of Directors has adopted this Code of Ethics and Business Conduct (“Code”) to:
- Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Promote compliance with applicable laws and governmental rules and regulations;
- Promote prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code;
- Promote the protection of Company assets, including corporate opportunities and confidential information;
- Promote fair dealing practices;
- Deter wrongdoing;
- Ensure accountability for adherence to the Code.
This Code applies to Alchemy Lending’s directors, board observers, officers and employees, and provides basic guidelines of business practice, and professional and personal conduct, that you are expected to adopt and uphold. Alchemy Lending also expects its contractors and consultants, or others who may be temporarily assigned to perform work or services for Alchemy Lending to follow this Code in connection with their work for the Company. This Code is intended to guide your conduct to instill trust with the public, our borrowers, investors, business partners, and regulators. You are expected to follow this Code, other policies referenced in this document, and additional policies that apply to your specific job.
Violation of this Code or other related policies, laws and regulations constitutes grounds for disciplinary action, including termination of employment. Also, please keep in mind that employment is at-will and may be terminated by you or the Company at any time for any reason, with or without notice. If you have any questions about your conduct or that of a fellow employee, promptly consult your manager, Human Resources, or Legal & Compliance.
Business Ethics and Conduct
Alchemy Lending believes in, and runs its business based on, principles of fair and ethical dealing. The continued and future success of Alchemy Lending is dependent upon the trust of our borrowers, investors, business partners, the public, and you. Alchemy Lending is dedicated to preserving those relationships. Consequently, we expect all employees to conduct themselves in a manner consistent with the highest standards of conduct and personal integrity in all matters relating to their employment, and refrain from any illegal, dishonest, or unethical behavior. You are expected to use good judgment and adhere to high ethical standards.
We operate in a highly-regulated industry and Alchemy Lending takes its responsibility to comply with laws and regulations very seriously. You are expected to comply with applicable legal requirements and prohibitions and adhere to the spirit and letter of all laws and regulations. While you are not expected to know every applicable law, you should understand the major laws and regulations that apply to your work. Legal & Compliance are also available to answer any questions.
Conflicts of Interest
At Alchemy Lending, you are expected to act in the best interests of the Company. All directors, board observers, officers, and employees must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company.
A conflict of interest occurs when your individual private interest (or the interest of your family member) interferes, or even appears to interfere, with the interest of the Company as a whole. A conflict of interest can arise when you or your family member takes actions or has interests that may make it difficult to perform your work objectively and effectively. Conflicts of interest also arise when you receive improper personal benefits as a result of your position with Alchemy Lending.
While not exhaustive, conflicts of interest often arise in the following situations and should be avoided, unless approved by the Company in accordance with this Code:
- Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company;
- Personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement;
- Developing or helping to develop outside inventions that (i) relate to Alchemy Lending’s existing or reasonably anticipated products and services, (ii) relate to your position at Alchemy Lending, or (iii) are developed using Alchemy Lending’s resources;
- Using confidential Company information for personal gain or to the Company’s detriment; or
- Borrowing from or lending to employees, customers or suppliers, other than acting as a borrower or investor on Alchemy Lending’s platform, subject to the following restrictions:
- If you are a Alchemy Lending employee and have over $10,000 in your Alchemy Lending account, you cannot use Alchemy Lending’s Application Programming Interface (API) to bid on listings. This restriction also applies to anyone who is an immediate family member of a Alchemy Lending employee and has over $10,000 in his or her Alchemy Lending account. The purpose of this restriction is to limit the ability of Alchemy Lending employees to exploit any informational advantages they might possess when investing on the platform. If you have less than $10,000 in your Alchemy Lending account, this restriction will not apply to you.
- Any indirect investments in Alchemy Lending’s platform (i.e. whole loan purchases) by Alchemy Lending’s directors and executive officers, such as through a hedge fund, should be disclosed to Alchemy Lending’s Legal Department.
- Alchemy Lending employees and their immediate family members may take out one loan on Alchemy Lending’s platform per family every 365 days.
You are also prohibited from taking for your personal gain, or for the benefit of friends and family, corporate opportunities that are discovered through the use of Alchemy Lending’s assets, property, information or position.
In addition, the following situations should be disclosed to the Company:
- Serving on the board or management of, acting as a paid advisor to, or making a personal investment in, any of Alchemy Lending’s direct competitors, except that the following investments in a direct competitor will not be considered a conflict (each, a “passive investment”):
- ownership of less than one percent (1%) of the publicly-traded stock of a corporation;
- indirect investment through a vehicle over which you have no investment authority (e.g., mutual fund or blind trust); or
- indirect investment through a fund where your ownership interest is less than 10% and you are not a general partner or managing member.
- Serving on the board or management of, acting as a paid advisor to, or making a personal investment (excluding passive investments) in, any company, entity or organization that enters into a transaction with Alchemy Lending (each, a “business partner”), where (i) the business partner invests through the Alchemy Lending platform on non-standard terms or (ii) for transactions other than investments on Alchemy Lending’s platform, where the annual dollar value of the transaction is expected to exceed $120,000;
Directors, board observers, and executive officers must disclose any actual or potential conflicts of interest to the Chief Compliance Officer, (or if the conflict involves the CCO, the CFO), who shall report such conflicts to the Audit Committee. In addition to the foregoing requirements, executive officers shall further disclose any unpaid advisory roles in direct competitors or business partners. For executive officers, such actual or potential conflicts of interest will be subject to further approval by the Audit Committee. Conflicts involving more than $100,000 shall be approved by the full Audit Committee, and conflicts involving $100,000 or less shall be approved by Chair of the Audit Committee, which approvals shall be reported to the full Audit Committee at the subsequent Audit Committee meeting.
Whether or not a conflict of interest exists can be unclear. Employees who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization from their manager or Alchemy Lending’s Chief Compliance Officer. Managers may not authorize conflict of interest matters without first providing the Chief Compliance Officer with a description of the activity and obtaining the Chief Compliance Officer’s approval.
There are inherent risks in our business. You are responsible for understanding what risks impact the Company, managing those risks and ensuring an appropriate risk/reward balance. Individual accountability is at the heart of our culture — this means that each employee is responsible for understanding and complying with all applicable policies, completing all mandatory risk-related training, and for using his or her judgment to manage risk in their daily business activities. You are accountable for identifying and debating risk-related issues, escalating concerns, taking a stand and making sound judgments about the risk/reward trade-offs of business decisions. You should take an open, candid and fact-based approach to discussing risk issues, making all relevant facts and information available so the Company can consider all possible options and make decisions. You are also responsible for promptly communicating and escalating matters to management that may cause risk or potential harm to the company, such as operational problems, inappropriate conduct, policy violations, illegal activities or other risks. Always act to protect the interests of Alchemy Lending.
Duty to Cooperate
You are expected to fully cooperate with any internal or external investigation or audit, or any regulatory examination or request for information. You need to be aware of and comply with any applicable line of business specific policies and procedures regarding contact with regulators, which among other things, may require you to report such contact to either your manager and/or Legal & Compliance. Additionally, you must immediately inform your manager if you are the subject of an external investigation or contribute/participate in an external investigation unless laws, regulations or the investigating authority prohibit you from doing so.
Whether or not you are notified by the Legal & Compliance Department, if you become aware of any litigation or potential litigation involving you or the Company, you must take steps to preserve and not destroy any documents (electronic or otherwise) that are related to the subject of the litigation. Further, to the extent you seek legal advice for Company matters from internal or external counsel, you must be careful not to forward any communications pertaining that advice outside of the Company or to employees without a clear need to view the communications in order to preserve and maintain the attorney-client privilege on behalf of the Company.
In addition to customer confidential information, you will acquire confidential information concerning Alchemy Lending and its business partners, and other third parties in the course of your work for Alchemy Lending. You are expected to maintain the confidentiality of all information entrusted to you, except when disclosure is expressly authorized or is required by law. Employees are also subject to the terms of Alchemy Lending’s At-Will Employment, Confidential Information and Invention Assignment Agreement (“PIIA”). As set forth in the PIIA, at all times during your employment with Alchemy Lending and after its termination, you must maintain the confidentiality of the confidential information and not use or disclose it, except in connection with your work for Alchemy Lending and for the benefit of Alchemy Lending.
In the age of cyber-attacks, the protection of Alchemy Lending’s confidential information, as well as the data of Alchemy Lending’s borrowers, investors, employees and any other persons or entities with whom we do business, is critical. To protect our confidential information and data, we have developed an extensive Information Security Policy, which all employees received upon joining Alchemy Lending. The Information Security Policy describes, among other policies, acceptable use of our electronic communications systems, proper handling of customer personal information, and encryption of sensitive data. The Information Security Policy also contains our User Account and Password Management Policy. It is your obligation to read, always understand and comply with the Information Security Policy .
If you have any questions or concerns regarding the use, disclosure or protection of Confidential Information please do not hesitate to speak to your manager, Legal & Compliance or Information Security.
Reporting Unethical or Improper Conduct
If you suspect or know of any improper conduct relating to any aspect of the Company, you should raise this promptly and directly with either the Legal & Compliance Department or Human Resources. Such issues of concern may include, without limitation:
- Violation of this Code;
- A criminal offense has been, is being or is likely to be committed;
- A person has, or is likely to fail to comply with a legal obligation;
- The health or safety of any individual has been, is being or is likely to be endangered;
- The working environment has been, is being or is likely to be endangered;
- Unethical conduct has been, is being or is likely to be committed; or
- Access to information that suggests any of the above has been, is being or is likely to be concealed.
Anyone who in good faith reports suspected violations of this Code or any policy or law, or who participates in an investigation related to any such report should do so without fear of retaliation. Retaliation, in any form, against an individual who exercises his or her right to make such report or participate in an investigation is strictly prohibited and will itself be cause for disciplinary action, up to and including possible termination.
Alchemy Lending retains the right to modify this Code from time to time.
Adopted February 13, 2019,
Last amended April 28, 2019,