Conflicts of Interest Policy
1. Purpose
This policy (Ref: COMP-CE-003) establishes the Bank's framework for the identification, disclosure, management, and mitigation of conflicts of interest. It ensures compliance with MiFID II (Directive 2014/65/EU, Articles 23 and 33–35 of the Delegated Regulation), FCA SYSC 10, and equivalent requirements in all operating jurisdictions. Effective conflicts management is essential to maintaining client trust and market integrity.
2. Scope
This policy applies to all employees, officers, directors, and any person acting on behalf of the Bank. It covers conflicts that may arise between:
- The Bank and its clients.
- One client and another client.
- An employee and the Bank.
- An employee and a client of the Bank.
- Different business units within the Bank.
3. Definition of Conflict of Interest
A conflict of interest arises where the Bank, its employees, or persons linked to them have an interest that may compete or interfere with the interests of a client, or where the interests of one client conflict with those of another. Conflicts may be actual, potential, or perceived.
4. Common Scenarios
The following are illustrative examples of situations that may give rise to conflicts of interest:
| Scenario | Description |
|---|---|
| Personal Account Dealing | An employee trades in securities of a company that is also a client of the Bank or about which the employee holds inside information. |
| Outside Business Interests | An employee holds a directorship, consultancy, or financial interest in an external entity that competes with or does business with the Bank. |
| Gifts and Entertainment | An employee receives hospitality from a vendor that could influence procurement decisions. |
| Proprietary Trading vs. Client Orders | The Bank's proprietary desk trades in the same instrument as a pending client order (front-running risk). |
| Investment Research and Corporate Finance | The Bank's research department produces a recommendation on a company for which the corporate finance division is acting as adviser. |
| Family and Personal Relationships | An employee is involved in a decision that could benefit a family member or close personal associate. |
5. Obligations
5.1 Identification
All employees must be vigilant in identifying actual, potential, and perceived conflicts of interest in the course of their duties. Business units must conduct a conflicts of interest assessment at least annually and whenever a new product, service, or business line is introduced.
5.2 Disclosure
All identified conflicts must be disclosed promptly to the Compliance Department via the Conflicts of Interest Disclosure Form (available on the Bank's intranet). Employees must also disclose:
- All outside business interests and directorships — at onboarding and upon any change.
- All personal account dealings — in accordance with the Personal Account Dealing Policy (COMP-CE-003a).
- Any close personal relationships with clients, suppliers, or competitors — at onboarding and upon any change.
5.3 Management and Mitigation
The Compliance Department will assess each disclosed conflict and determine the appropriate management measure, which may include:
- Information barriers ("Chinese walls") — Physical and electronic separation of business units to prevent the flow of confidential information.
- Recusal — Removal of the conflicted individual from the relevant decision-making process.
- Enhanced oversight — Additional supervisory review of the affected activity.
- Disclosure to the client — Where a conflict cannot be adequately managed, the nature and source of the conflict must be disclosed to the affected client before proceeding.
- Declining to act — Where a conflict is so severe that no management measure is sufficient, the Bank must decline the engagement.
6. Conflicts of Interest Register
The Compliance Department maintains a centralised Conflicts of Interest Register, recording all identified conflicts, the management measures applied, and the outcome. The Register is reviewed by the Head of Compliance on a quarterly basis and presented to the Board Compliance Committee annually.
7. Training
All employees must complete conflicts of interest awareness training upon joining the Bank and annually thereafter. Completion is tracked via the Learning Management System.
8. Consequences of Non-Compliance
Failure to identify, disclose, or manage a conflict of interest may result in disciplinary action, regulatory sanctions, and reputational harm to the Bank. Deliberate concealment of a conflict is treated as a serious disciplinary matter.
9. Review
This policy is reviewed annually by Legal & Compliance. Next review: Q2 2027.