The Board of Directors has adopted the following guidelines to promote the effective governance of the Company. These guidelines are intended to serve as a flexible framework within which the Board may conduct its business, and the Board may deviate from these guidelines from time to time. The Board will also review and amend these guidelines as it deems necessary or appropriate.

On behalf of the Company’s shareholders, the Board is responsible for overseeing the management of the business and affairs of the Company. The Board acts as the ultimate decision-making body of the Company, except on those matters reserved to or shared with the shareholders of the Company under the laws of England.

1. Director Qualifications
   
   In choosing Directors the company is seeking individuals with a very high integrity, business savvy, shareholder orientation and a genuine interest in the Company.  The Board does not have limits on the number of terms a Director may serve. The Board does not have any retirement or tenure policies that would limit the ability of a director to be nominated for reelection. The Board of Directors and Shareholders are responsible for nominating directors for election or reelection.
   
   
2. Director Responsabilities
   
   The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders, and to conduct themselves in accordance with their duties of care and loyalty.
   
   In addition it is the responsibility of Directors to chart a course for the development of the company that will bring success, achievement and pleasure to all stakeholders and an ever increasing number of customers.
   
   Financially, it is the responsibility of Directors to maintain sound, conservative Balance Sheet and deliver a reasonable return to shareholders over a period of time, both in the form of Operating Profit and Return on Capital employed.
   
   
3. Orientation and Continuing Education
   
   All new directors receive an orientation from the Managing Director and are expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. The Company does not maintain any formal orientation or continuing education programs but will pay for all courses and training, deemed to be of benefit to improve Director performance.
4. Management Succession
   
   Assuring that the Company has the appropriate successor to the current Managing Director in the event of his death or disability is one of the Board’s primary responsibilities. The Company does not anticipate that the Managing Director will retire other than due to disability. The Managing Director reports annually to the Board on executive management succession planning and makes available, on a continuing basis, his recommendation on succession in the event he were disabled. The Board of Directors regularly review succession planning and the strengths and weaknesses of certain individuals currently employed by the Company who could succeed the Managing Director in the event of his death or disability.
   
   The Board of Directors is responsible for evaluation of the performance of the Company’s Managing Director and setting his remuneration.
   
   
5. Annual Performance Evaluation
   
   The Board of Directors conducts an annual evaluation to determine whether the Managing Director and Executive Board and its committees are functioning effectively.  The Board also conducts an annual evaluation of its performance relative to the requirements of its Charter and reports its conclusions to the Board.
   
   
6. Public Disclosure of Corporate Governance Policies
   
   The Company posts on its website copies of the current version of the Company’s Code of Business Conduct and Ethics and the charters of Company Governance and discloses in its annual report that such information is available on its website or in print to any shareholder.

1. Scope.
   
   This Code of Business Conduct and Ethics applies to all Veloso Tours directors, officers and employees, as well as the directors, officers and employees of appointed representatives, referred to herein collectively as the “Company.”



2. Purpose.
   
   The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Business Conduct and Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing.
   
   Given the variety and complexity of ethical questions that may arise in the Company’s course of business, this Code of Business Conduct and Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Parties should remember the Company’s commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment. When in doubt, remember this rule of thumb:
   
   “…I want employees to ask themselves whether they are willing to have any contemplated act appear the next day on the front page of their local paper – to be read by their spouses, children, family and friends – with the reporting done by an informed and critical reporter.”
   


3. Ethical Standards.



• Conflicts of Interest.
  
  A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her family, receive improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, Covered Parties and their family members may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to work simultaneously for a competitor, customer or supplier.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or, if circumstances warrant, the chief financial officer or chief legal officer of the Company. Any Covered Party who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section E of this Code.

All directors and executive officers of the Company and the chief executive officers shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Chairman of the Company’s Audit Committee. No action may be taken with respect to such transaction or party unless and until such action has been approved by the Board of Directors.


• Corporate Opportunities.
  
  Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible.



• Fair Dealing.
  
  Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.
  
  The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted by a Covered Party or any family member of a Covered Party unless it (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. The offer or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should discuss with their supervisors, managers or other appropriate personnel any gifts or proposed gifts which they think may be inappropriate.



• Insider Trading.
  
  Covered Parties who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information.



• Confidentiality.
  
  Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the Company or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.



• Protection and Proper Use of Company Assets.
  
  All Covered Parties should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company’s equipment should not be used for non-Company business, though incidental personal use is permitted.
  
  The obligation of Covered Parties to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.



• Compliance with Laws, Rules and Regulations.
  
  Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. In conducting the business of the Company, the Covered Parties shall comply with applicable governmental laws, rules and regulations at all levels of government in the  jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel.



• Timely and Truthful Public Disclosure.
  
  In reports and documents filed with or submitted to the United Kingdom Government Regulatory Authorities, Civil Aviation Authority (CAA), Association of British Travel Agents (ABTA), Association of Independent Tour Operators (AITO) Securities and Exchange  and other regulators by the Company, and in other public communications made by the Company, the Covered Parties involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall provide thorough and accurate financial and accounting data for inclusion in such disclosures.



4. Compliance Procedures.
   
   We must all work together to ensure prompt and consistent action against violations of
   this Code. In some situations, however, it is difficult to know if a violation has occurred.
   Because we cannot anticipate every situation that will arise, it is important that we have a way to
   approach a new question or problem. These are the steps to keep in mind:
   Make sure you have all the facts. In order to reach the right solutions, we must be
   as informed as possible.
   
   
   • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.
   
   
   
   • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
   
   
   
   • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process.
   
   
   
   • Seek help from Company resources. In rare cases where it would be
   
   
   
   inappropriate or uncomfortable to discuss an issue with your supervisor, or where you
   believe your supervisor has given you an inappropriate answer, discuss it locally with
   your office manager or your human resources manager.
   
   You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company’s legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.
   
   Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

The Rainforest & the Pristine Natural World

The rainforest in Latin America is a vital resource for us all, an essential part of our planet and our heritage; exuberant vegetation in a vast monotonous landscape with a timeless magical stillness. Tranquillity punctured by the sounds of insects, macaws and the echo of howler monkeys in the distance. Big trees, lost in the twilight of a dense tree canopy leaving no points of reference. The wildlife is hidden by the dense vegetation, the main attraction is the exuberant vegetation and the shear vastness of the Amazon.

The problems

Overpopulation in the world coupled with a continuous demand for subsistence farming is leading people to follow rivers and new roads to settle in Amazon land without owners to defend it. In order to feed the cities, cattle herds grazing in ever expanding farmland prevent trees from growing back.  Never mind the people who are here already, do we really need all the extra billions of people who will arrive in the next decades?

Crying children need feeding, young adults need their own homes and survival, in the cities there are numerous destitute immigrants scraping a living on the margins of society. The forest provides an outlet, they call it “limpiar”, cleaning in Spanish and Portuguese, cut the trees to expose the land and create farms. It is a frontier environment with little respect for authority, a free for all where freedom means doing whatever one wants or can, force matters.

Our help

Veloso Tours believes that providing an income from tourism is the best way to keep the forest pristine, protecting it from destruction for alternative sources of income. 

We love the rainforest, we have been to many lodges in Brasil, Ecuador, Peru, Panama, Costa Rica, Guatemala and French Guyana. In this corner of the European Union, with a small population (Approximately 100,000 people and 100,000 square kilometres) and a strong administration, we find very little damage to the rainforest. Why make the effort to lift a machete to cut a tree when one can live off subsidies, unemployment benefit SMIC and “allocation familialle”. It is a privileged solution that can only benefit a small number of people so here, primary, pristine rainforest stretches right up to the coastal road.

In the flooded rainforest (Brazil-page 52), a dense green blanket of branches and leaves right down to the water’s surface seal the inside of the forest from view. Out on a canoe, in the open myriad of canals, islands and rivers, everywhere looks the same. Numerous people are lost and found. There are no trails, this is not a botanic garden, you cut a path through virgin undergrowth.

At the Tambopata Research Centre (Peru-page 82) a small hill provides a unique vantage point over the forest as far as the eye can see; to the west, in the blue haze of the horizon, one can see a faint line of mountains, so close to the Pacific, the foothill of the Andes from where a mass of trees stretches thousands of kilometres, across the vast Amazon basin all the way to the Atlantic. As the river erodes the hill, large numbers of topical birds (macaws, toucans, parakeets) congregate early in the morning to eat the sand and have a busy chat before spreading out in all directions into the forest.

Lodges set up as joint venture projects with local communities provide employment, training and an economic interest to keep the rainforest pristine. In these cases the ownership of the lodges will revert to the local people after a given period.
In this context we work with:

1. Kapawi Lodge in Ecuador (Page 99)
2. Posada Amazonas in Peru (Page 82)
3. Chalalan Lodge in Bolivia (Page 83)

Under management, these lodges are excellent; take over by local communities will not necessarily be a recipe for success. People born in the Amazon have absolutely no idea what are the requirements of international tourism. However, over time, training will help but it is too early to anticipate what the results will be

Dilemmas & Contradictions

To expose the undiscovered is a great delight for the pioneers looking to get off the beaten track. But as the word gets around, the pristine wilderness is no longer. Over time more people want to visit, new accommodation has to be built, more services provided, more people are needed to provide those services.

Expert knowledge is required in the management and administration of natural resources at government level. But government of the people is subject to the wishes of the people, the limitations of the people. Outside advice is not always welcome, after all, the deciduous forests of Europe have not been replanted, farmland is widespread; set the example before preaching.

Isolation, uniqueness and pioneering come at a price that represents achievement, aspiration, reward, a once-in-a-lifetime journey of discovery available to everyone who wishes to commit resources and desire. Money is not enough, one has to want, it is also an emotional experience.

Sustainable, Responsible Tourism

The ethos of Veloso Tours is “Life in Latin America”, as such, our ethos is to preserve “Life in Latin America”, all life, we love life, we find life fascinating.

Our client’s visit preserve local customs, bring income to local guides and travel professionals, sustain the local economy at the family level. We contract numerous services directly, with a minimum of intermediaries and try to pay the best rates for the best people. That encourages local investment, commitment and enthusiasm.

We aim to provide an in-depth perspective to enhance your visit by focusing on your particular interests and sharing an understanding of local life, people and culture.

In December 2005 we gave Judith & Candy and their family Christmas presents to thank their two little girls for appearing on the cover of the Veloso Tours 2003 - 2004 brochure.

We aim to provide consistent customer satisfaction through a professional and efficient service. We may not always be able to achieve it 100% but judging by our feedback from clients, in the vast majority of cases we do achieve it. However, we can assure everyone that we are continuously striving to be perfect through training, investment in people, knowledge, systems and technology.

Veloso Tours invest in the development of new technologies and software programmes to improve our service, level of efficiency and communication with office staff, clients and suppliers.

Please client on the link with Axum Systems Ltd

Veloso Tours uses Advertising in the National Press and in Magazines, Travel Agents, Direct Marketing, Public Relations and Exhibitions to reach as many people as possible who may be interested in travel to Latin America.

We are happy to consider new initiatives and promotions in Marketing and Public Relations in partnership with organisations that may help us achieve our aim.