Conflicts of Interest Policy

1. Purpose and scope

The Bank seeks to manage conflicts fairly between the Bank and its clients, between clients, and among the Bank, its staff, shareholders, service providers, and other stakeholders. This policy applies to directors, officers, employees, agents, and other persons covered by the Bank’s internal framework.

Every covered person is responsible for following applicable controls, completing required training, and promptly reporting circumstances that could create a conflict. Breach of internal requirements may result in corrective or disciplinary action.

2. What is a conflict of interest?

A conflict of interest arises where competing duties, interests, relationships, or incentives could impair, or reasonably appear to impair, objective and fair decision-making. The policy covers actual conflicts, potential conflicts that may arise, and perceived conflicts that could undermine confidence even where no improper act has occurred.

A conflict may expose a client or other person to disadvantage, compromise a duty of care, trust, or loyalty, affect professional judgement, create an improper benefit, lead to unequal treatment, or cause legal, regulatory, conduct, or reputational harm.

• The Bank or a staff member could gain at a client’s expense.
• There is an incentive to favour one client, counterparty, vendor, or business interest over another.
• A gift, payment, benefit, relationship, or outside interest could influence a decision.
• Confidential or non-public information could be misused or disclosed without authority.

3. Management principles

The Bank identifies conflicts as early as reasonably possible and seeks to prevent or manage them so that client interests are not materially harmed. Some conflicts are prohibited by law or policy. Others may be managed through proportionate controls.

Disclosure or client consent is used only where permitted and appropriate. Disclosure does not replace effective organisational or operational controls where those controls are required. If a conflict cannot be managed effectively, the Bank may avoid or discontinue the activity, transaction, relationship, or mandate.

• Prevent or remove the conflict where reasonably possible.
• Use separation of duties, information barriers, independent review, recusal, supervision, or transaction controls.
• Disclose the nature and likely effect of a conflict where required and permitted.
• Decline or cease to act where the risk of material harm cannot be adequately managed.

4. Staff responsibilities

Staff must act honestly, fairly, professionally, and within their authority. They must remain alert to conflicts, avoid participating in decisions where their objectivity may be impaired, protect confidential information, and make required declarations promptly.

Staff must not use their role, Bank property, client information, business opportunities, or influence for improper personal benefit or for the improper benefit of another person. When uncertain, they must seek guidance before acting.

5. Senior management and board responsibilities

Senior management maintains the conflicts framework, assigns responsibilities, provides adequate resources, and promotes escalation without retaliation. Relevant management reviews material conflicts and determines controls, ownership, and follow-up.

Board members and senior decision-makers must declare relevant interests, comply with recusal and quorum requirements, and avoid receiving restricted material or influencing decisions where they have a conflict. Material matters are reported through the Bank’s governance framework.

6. Reporting and escalation

A person who identifies an actual, potential, or perceived conflict must report it promptly through the designated management, Compliance, or whistleblowing channel. Reports should contain enough information to assess the parties, interests, activity, timing, and possible effect.

Urgent or material conflicts must be escalated without delay. The person raising a conflict must not approve their own proposed treatment unless expressly authorised under the applicable governance process.

7. Assessment, decision, and records

The Bank assesses the nature and seriousness of a reported conflict, the affected parties, duties owed, potential harm, applicable restrictions, available controls, and whether independent review is required.

Conflicts, decisions, controls, approvals, disclosures, recusals, and review outcomes are documented in the appropriate record or register. Records are retained under applicable legal and internal retention requirements.

8. Independence, supervision, and separation

The Bank may separate functions, reporting lines, decision-makers, systems, premises, or information access where this helps preserve independence. Remuneration, supervision, and performance assessment should not create incentives that improperly influence another activity.

Persons involved in one side of a matter may be recused from the other side. Independent reviewers or committees may be appointed to assess or approve a decision.

9. Declining or ceasing to act

The Bank may decline a prospective mandate, transaction, client, vendor, or other relationship, or may cease an existing activity, where a conflict is prohibited or cannot be prevented or managed to an acceptable standard.

Any exit, refusal, or restriction remains subject to applicable law, contract, confidentiality, and fair-treatment obligations.

10. Outside business and personal interests

Staff must disclose and obtain any required approval for outside employment, directorships, ownership interests, advisory roles, political or charitable positions, personal trading, and other external activity that could conflict with their duties.

The Bank may impose conditions, require recusal or divestment, restrict an activity, or prohibit it. Approved interests are recorded and reviewed when circumstances change or at intervals set by the internal framework.

11. Family and close personal relationships

Staff must disclose close family or personal relationships that could affect recruitment, remuneration, supervision, procurement, client service, approvals, investigations, transactions, or other decisions.

Controls may include changing reporting lines, removing approval authority, restricting access, assigning an independent decision-maker, or recusal.

12. Gifts, entertainment, and inducements

Gifts, entertainment, hospitality, fees, commissions, rebates, or other benefits must not be offered or accepted if they could improperly influence a decision, create an obligation, breach law or policy, or reasonably appear improper.

Where permitted, benefits must have a legitimate business purpose, be reasonable and proportionate, and be declared, approved, and recorded according to applicable thresholds and procedures. Cash or cash-equivalent gifts and attempts to evade controls are prohibited where specified by internal policy.

13. Confidential and non-public information

Confidential, inside, proprietary, client, and other non-public information may be used only for authorised purposes and shared only with persons who are permitted and need it for their role. Information barriers and access controls may be used to prevent inappropriate flow of information.

Staff must not trade, advise, allocate opportunities, influence decisions, or benefit another person through improper use of non-public information. Suspected misuse or unauthorised disclosure must be escalated immediately.

14. Client orders, allocations, and cross-selling

Client orders and opportunities must be handled honestly, fairly, and according to applicable instructions, priority rules, and controls. Allocations must not improperly favour the Bank, staff, selected clients, or related parties.

Cross-selling, referrals, and product recommendations must consider the client’s interests and applicable suitability, eligibility, disclosure, and consent requirements. Sales targets or remuneration must not override these duties.

15. Vendors and third-party relationships

Procurement, outsourcing, partnerships, introductions, and other third-party relationships must be conducted on an appropriately independent basis. Staff must disclose personal, financial, or family interests involving a bidder, vendor, representative, or counterparty.

Controls may include due diligence, competitive selection, independent approval, contractual requirements, monitoring, and separation of vendor and client decisions.

16. Remuneration and performance incentives

Compensation and performance arrangements are designed to avoid incentives that could encourage unfair client treatment, excessive risk-taking, circumvention of controls, or improper preference for a product, transaction, or party.

Where a remuneration-related conflict is identified, the Bank may adjust targets, oversight, approval, assessment, or payment arrangements.

17. Governance, monitoring, and assurance

Business functions own and operate relevant controls. Compliance advises, monitors, challenges, and reports according to its mandate. Internal or external assurance functions may independently assess the design and effectiveness of controls.

The Bank provides relevant training, reviews registers and control information, monitors material trends and breaches, and tracks remedial actions through appropriate governance bodies.

18. Policy review and authority

The Bank reviews this policy and its supporting framework periodically and when material legal, regulatory, organisational, product, or risk changes occur. Versions, approvals, effective dates, and material amendments are controlled under the Bank’s governance process.

This summary is informational and does not reproduce every internal control or legal duty. It does not create rights beyond applicable law or contract. The current approved English policy and applicable law remain authoritative pending formal approval of any translation.