Code of Business Conduct and Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our officers, directors, and employees. The code is designed to detect and deter wrongdoing and to promote, among other matters:
- Compliance with applicable laws, rules, and regulations, including those related to securities, labor, employment, and workplace safety
- Honest and ethical promotion of Granite Point’s interests through fair dealing with counterparties, suppliers, competitors, and colleagues; appropriately handling actual or apparent conflicts of interest between personal and professional relationships; and advancing the company’s legitimate interests rather than pursuing personal benefit when business opportunities arise
- Ethical business decision-making, including limits on gifts and entertainment and a prohibition on bribery, kickbacks, or other improper payments
- Full, fair, accurate, timely, and understandable disclosure in our reports filed with the SEC and other public communications
- Appropriate treatment of confidential information and company assets
- A safe and healthy work environment that is free from discrimination and harassment
- Reporting, investigating, and disciplining violations of the Code of Business Conduct and Ethics
Anti-Money Laundering Policy
We voluntarily maintain an Anti-Money Laundering Policy to help prevent money laundering and terrorist financing and to support law enforcement efforts that combat such activities. The policy applies to all officers, employees, and contractors and is administered by our Chief Compliance Officer acting as AML Compliance Officer. The policy educates personnel about indicators of suspicious and possibly fraudulent activity and provides that, when originating a loan, personnel must first undertake to confirm and document the identity of any party with a significant interest in the transaction.
After identifying and documenting any such party, we engage specialized vendors to run a battery of know-your-customer (KYC) searches, including searches for liens, litigation, and inclusion on watch lists published by the Office of Foreign Assets Control. Our Anti-Money Laundering Policy requires personnel to report any suspicious transaction or activity to the AML Compliance Officer, who will refer the matter to legal or regulatory authorities if appropriate.
Human and Labor Rights Policy
We acknowledge the potential impact that Granite Point’s actions can have on the human and labor rights of our employees, prospective employees, and other individuals with whom we interact in the conduct of our business. Accordingly, we have established a Human and Labor Rights policy to promote the basic rights of life, liberty, and security for all individuals (specifically including women and members of minority groups). The policy applies to all officers, employees, and contractors and is administered by our Chief Compliance Officer.
As stated in our Human and Labor Rights Policy, we aim to do business in accordance with the UN Universal Declaration of Human Rights and the UN Guiding Principles on Business and Human Rights. The policy includes the following key principles:
- No Child Labor - We employ only those individuals who meet the applicable minimum legal age requirements, and in no event utilize child labor.
- No Forced Labor - We do not use or engage in any forced labor, including prison labor, indentured labor, bonded labor, military labor, slavery, human trafficking, or compulsory labor.
- Lawful Hours and Leave - We ensure that employees are entitled to working hours, breaks, holidays, and leave periods in compliance with all applicable laws, rules, and regulations.
- Lawful Compensation - We comply with all minimum wage and compensation requirements as mandated by applicable law.
- Humane Treatment - We seek to provide a workplace that is free of all forms of abuse, exploitation, or other inhumane treatment, and we do not engage in or permit corporal punishment or threatened or actual violence.
- Basic Human Needs - We seek to ensure that our activities do not negatively affect access to basic human needs, including access to food, water, sanitation, or healthcare.
- Freedom of Association - We respect employees’ right to freedom of association and honor the lawful rights of our workforce to exercise (or not exercise) their right to collective bargaining.
Vendor Code of Conduct
We have established a Vendor Code of Conduct to help protect our company against operational, legal and reputational risks that could be introduced by our business partners, as well as to promote ethical and responsible business practices beyond Granite Point.
This code applies to all our “vendors,” which include suppliers, consultants, agents, service providers and other business partners, along with their employees, agents and subcontractors. In addition to posting it on our website, we deliver a copy of the code to all vendors with whom we have a significant relationship. Violations of the code may result in termination of the vendor’s relationship with us.
Our Vendor Code of Conduct sets forth our expectations and standards on the following topics:
- Ethical Business Conduct - When conducting activities on behalf of our company, vendors are expected to comply with applicable laws, rules and regulations, specifically including antitrust, trade-regulation and competition laws; disclose conflicts of interest; maintain accurate financial and operating records; and protect Granite Point’s assets.
- Anti-Bribery and Anti-Corruption - Vendors may not attempt to improperly influence a decision involving our business by giving or receiving bribes or kickbacks. Similarly, vendors may not offer inappropriate gifts or entertainment to Granite Point personnel.
- Cybersecurity - We expect our vendors to maintain a secure information technology environment, cooperate in our cybersecurity risk assessments, and promptly notify us of any cybersecurity incident that could adversely impact our company.
- Confidentiality and Privacy - We expect our vendors to protect our company’s confidential or proprietary information, as well as personal information about individuals they may acquire by working with our company.
- Insider Trading - Vendors may not violate federal securities laws by trading in Granite Point securities while in possession of material, nonpublic information about our company, or by “tipping” others to make such trades. We expect vendors to maintain policies that prohibit illegal insider trading.
- Human and Labor Rights - We expect vendors to maintain workplaces free from discrimination, harassment, and health or safety hazards. We also expect vendors to operate their businesses in compliance with key human rights principles, respect their employees’ right to freedom of association, and maintain a nonretaliation policy.
- Environmental Responsibility - We expect vendors to abide by the letter and spirit of all environmental laws and regulations applicable to their business, and we encourage them to adopt measures that will limit the negative environmental impacts of their operations through energy conservation, waste reduction and water conservation.
Political Contributions Policy
Granite Point does not make contributions to political candidates, political parties, political campaigns, or intermediary organizations such as political action committees. Personnel are counseled not to make any personal political contributions in a way that appears to be an endorsement or contribution by the company.
Corporate Governance Practices
We have adopted many best practices to protect the long-term interests of our stockholders, as summarized below. See our Corporate Governance Guidelines for more information.
- Separation of Chair and CEO—Our Chief Executive Officer focuses on managing the company while our independent Board Chair drives accountability at the Board level
- Independence—All our directors are independent except for our CEO, and all our Board committees are composed entirely of independent directors
- Majority Voting—We have a majority standard for uncontested elections of directors and a resignation policy for directors who do not receive a majority of the votes cast
- Annually Elected Board—We do not have a classified board; each of our directors is elected annually for a one-year term
- Board Assessments—A rigorous evaluation process that covers the Board, its committees and individual directors helps our Board identify and address any opportunities for improvement
- Executive Sessions—Our independent directors hold regular executive sessions, with the independent Board Chair presiding
- Director Education—We will reimburse directors for up to $5,000 per year of continuing education costs incurred in connection with their service on our Board, empowering them to be well versed in principles of corporate governance and other critical subject matters
- Limits on Outside Board Service—A director may not serve on more than three other boards of public companies in addition to our Board, and a director who serves as a public company CEO may not serve on more than one other board
- Stock Ownership Guidelines—Each independent director is expected to accumulate equity interests in an amount equal to three times the director’s annual cash retainer
- Commitment to Board Diversity—We take reasonable steps to assemble a diverse pool of nominees when conducting searches for new directors, and any search firm we engage is instructed to seek to include diverse candidates
- ESG Oversight—With leadership from the Nominating and Corporate Governance Committee, our Board oversees our company’s approach to environmental, social and governance matters
- Investor Outreach—We have initiated a dialogue with many of our investors focused on corporate governance and ESG topics
- No Hedging or Pledging—We prohibit short sales, transactions in derivatives, hedging and pledging of our securities by directors, executive officers and employees
- Single Class of Common Stock—Each share of our common stock has one vote