Conflicts of Interest Policy

Conflicts of Interest Policy

The scope of the Policy is to
ensure that the Company complies with all legislative requirements and the
departmental and general internal procedures established by its Internal
Procedures Manual and to take all reasonable steps to identify and manage any
conflicts of interest that may arise between us and any of our clients or
between our clients.

The Company is required to
establish, implement and maintain a policy on conflicts of interest and provide
information regarding the adequate managing of any conflicts of interest
between itself, including its managers and employees, tied agents or other
relevant persons, as well as any person directly or indirectly linked to them
by control, and their clients or between one client and another that arise in
the course of providing any investment and ancillary services.

Identification

Conflicts of interests may include
any situation where either the Company or an individual is in a position to
exploit a professional or official capacity in some way for either corporate or
personal benefit.

Situations where conflicts of
interest can occur include the following:

  1. The Company or a relevant person, or a person directly or indirectly
    linked by control to the Company, is likely to make a financial gain or avoid a
    financial loss, at the expense of the client.
  2. The Company or a relevant person, or a person directly or
    indirectly linked by control to the Company, has an interest in the outcome of
    a service provided to the client, or of the transaction carried out on behalf
    of the client, which is distinct from the client’s interest in that outcome.
  3. The Company or a relevant person, or a person directly or
    indirectly linked by control to the Company, has a financial or other incentive
    to favour the interest of another client or group of clients over the interests
    of the client.
  4. The Company or a relevant person, or a person directly or
    indirectly linked by control to the Company, carries on the same business as
    the client.
  5. The Company or a relevant person, or a person directly or
    indirectly linked by control to the Company, receives or will receive from a
    person other than the client an inducement in relation to a service provided to
    the client, in the form of money, goods or services, other than the standard
    commission or fee for that service.

The affected parties if conflict of
interest arises can be the Company, its employees or its clients. More
specifically, a conflict of interest may arise, between the following parties:

  1. Between the client and the Company.
  2. Between two clients of the Company.
  3. Between the Company and its employees.
  4. Between a client of the Company and an employee/manager of the
    Company.
  5. Between Company’s Departments.

b. Independence

The following measures have been
adopted by the Company for ensuring the requisite degree of independence

  • Measures to prevent or control the exchange of information between
    relevant persons engaged in activities involving a risk of a conflict of
    interest.
  • Separate supervision of relevant persons whose principal functions
    involve carrying out activities on behalf of, or providing services to, clients
    whose interests may conflict, or who otherwise represent different interests
    that may conflict, including those of the Company. The Company’s department
    whose interests may conflict with clients are:
    • Dealing Room
  • Removal of any direct link between the remuneration of relevant
    persons principally engaged with one activity and the remuneration of, or
    revenues generated by, different relevant persons principally engaged in
    another activity, where a conflict of interest may arise in relation to those
    activities:
    • Dealing
      room employees do not relate their remuneration with clients’ performance.
  • Measures to prevent or limit any person from exercising
    inappropriate influence over the way in which a relevant person carries out
    investment or ancillary services or activities. Additionally, the person who
    decides or influences an individual’s bonus may exert undue influence over that
    individual’s integrity of judgment.
  • Measures to prevent or control the simultaneous or sequential
    involvement of a relevant person in separate investment or ancillary services
    or activities such as reception and transmission of clients’ orders and tasks
    such as portfolio decision making and calculating performance.

c. The Company’s Senior Management
is required to
:

  • fully engage in the implementation of policies, procedures and
    arrangements for the identification, management and ongoing monitoring of
    conflicts of interest;
  • adopt a holistic view to ensure the identification of potential
    and emerging conflicts within and across business lines and to ensure that
    informed judgements are made with respect to materiality;
  • raise awareness and ensure compliance of relevant individuals by
    ensuring: regular training (including to contractors and third party service
    providers’ staff) both at induction and in the form of refresher training; the
    clear communication of policies, procedures and expectations; that awareness of
    conflicts procedures forms part of the performance review/appraisal process,
    and that the best practice is shared throughout the Company.
  • sponsor robust systems and controls and effective regular reviews
    to ensure that strategies and controls used to manage and mitigate risks remain
    appropriate and effective and that appropriate warnings and disclosures are
    issued to clients where necessary;
  • utilize management information to remain sufficiently up-to-date
    and informed; and
  • support an independent review of the processes and procedures in
    place.

d. Chinese walls

The Company has constructed adequate
Chinese Walls, in accordance with the legal requirements between its
departments and has established clear lines of responsibility, in order to
avoid the flow of information held by a person in the course of carrying out a
part of its business to be withheld from or used by persons who are in the
process of carrying out another part of its business.

In particular, physical barriers
have been established in order the flow of information is restricted between
employees, access has been limited in relation to information and documentation
and communication has been restricted between certain employees during the
course of carrying out their parts of business.

e.  Disclosure of conflict
of interest

When the measures taken by the
Company to manage conflicts of interest are not sufficient to ensure, with
reasonable confidence, that the risk of damage to clients’ interests will be
prevented, the Company will disclose the conflicts of interest to the client in
order to prevent a risk of damage to clients’ interests. Prior to carrying out
a transaction or providing an investment or an ancillary service to a client,
the Company must disclose any actual or potential conflict of interest. The
disclosure will be in sufficient time, in a durable means.

f. Reporting Conflicts of
Interest

In the case of identification of a
possible conflict of interest, a staff member must refer it initially to his
immediate supervisor to assist in the assessment of a material risk of damage
and send a completed Notification Form together with full details to allow
regulatory scrutiny, of:

  • corrective and preventive actions;
  • how these actions were considered appropriate;
  • any conditions imposed; and
  • whether there are still ongoing conflicts, how these are being
    managed and advised to the client;

Record keeping

In accordance with the requirements,
the Company maintains records, which are regularly monitored and updated, of
the kinds of investments and ancillary services or investment activities
carried out by the Company or on its behalf in which there is a risk for
conflict of interest that may damage the interests of one or more clients has
arisen.

Any conflict of interest shall be
reported to the Company’s CEO and Compliance Officer, who shall be responsible
for keeping records of conflicts of interest.