Managing Conflicts of Interest

Introduction

Code Investing Limited is responsible for taking all reasonable steps to identify and manage any conflicts of interest in their business that might arise, in particular in relation to the operation of the Code Investing platform. We are obliged to maintain and operate arrangements to prevent any conflict from giving rise to a material damage to the interests of our clients. We must also establish, implement and maintain an effective conflicts of interest policy. This is our conflicts of interest policy in so far as it applies to the operation of the Code Investing platform.

Terms beginning with an initial capital which are not defined in the Policy shall have the meanings given in the Code Investing Members’ Agreement.

We are committed to maintaining the highest of ethical standards and complying fully with our regulatory and legal obligations. Compliance with this Conflicts Policy is a requirement of the employment contract of every employee and any breach may lead to disciplinary proceedings, up to and including dismissal.

Identification of Potential or Actual Conflicts

A conflict of interest may arise where either of us, or any of our employees, directors, outsource partners or any person linked by control to either of us (“relevant person”) is providing a service to our clients, or engaging in activities on their own account, which may entail a material risk of damage to our clients’ interests, for example where either of us or any relevant person:

  • could make a financial gain, or avoid a financial loss, at the expense of a client;
  • carries on the same business as the client;
  • has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client’s interest in that outcome;
  • has a financial or other incentive to favour the interest of one client, or group of clients, over the interests of another client;
  • 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 monies, goods or services, other than the standard commission or fee for that service.

Actual or potential conflicts of interest we have identified

Because of the nature of the Code Investing platform, we may be regarded as providing services to both Entrepreneurs, and Debt and Equity Investors. We will charge fees to Entrepreneurs for the use of the Platform and the amount of such fees may be negotiated between us and them and the amount of them may depend on whether the Entrepreneur is successful in raising its target funding.

We may give general corporate and other advice to Issuers and may charge fees for doing so. We may also share payments received or make payments to third parties for introducing us to the Issuer or for making any other introductions. We will make appropriate disclosure of such arrangements on request. Our obligations are as set out in the Code Investing Member’s Agreement which set out the extent of our obligations to both Entrepreneurs, and Debt and Equity Investors.

Gifts and Entertainment

Gifts and hospitality can lead to potential conflicts of interest. We both have a strict policy regarding such issues.

Employees

A conflict of interest may arise where an employee has a direct or indirect interest in a transaction. This may include where the employee has a connection with the other party to the transaction or where the employee’s family has such a connection – in particular a connection with an Entrepreneur. A connection may include being a director or having a significant shareholding or being an employee or consultant to any Entrepreneur.

Employees are required to disclose any connection which could, or could be seen to have the effect of compromising the judgement of any employees. Employees are required to notify us of any material interests of this kind that they may have.

Managing Conflicts of Interest and Disclosure

  1. We shall use all reasonable efforts to manage any conflict of interest
  2. If we believe there is still a significant risk of damage to clients we will consider appropriate disclosure
  3. In appropriate circumstances, we will decline to act
  4. We will maintain appropriate policies and procedures as well as training to ensure employees identify circumstances which give rise to a potential conflict of interest and to enable them to manage such conflicts
  5. We will monitor conflicts which arise

Further Information

We will review and update this Conflicts Policy as necessary. Questions regarding this policy should be emailed to the Compliance Officer at contactus@codeinvesting.com.

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