The Policy of Conflicts of Interest (Policy) enables BLEUTRADE (Company) to have a set of rules to better perform its activities, from the level of the procedures to that of its internal organization, in order to avoid the occurrence of conflicts of interest- the purposes or advantages, inherent or non-proprietary, own or extraneous that a particular decision intends to pursue or achieve with a transaction, which may interfere with the fulfillment of the duties, impartiality, objectivity and compliance with the Code of Conduct for Persons Subject to the Policy are obligated in the exercise of their functions or interests of the Company.
Given the commitment to transparency taken on by the Company towards its Users, here is the present conflict policy:
1.1. This document includes the Corporate Policy for Conflicts of Interest of the Company and covers, but is not limited to, the activities practiced by it in its relations with the most diverse market agents, capable of exposing the Company to situations – actual or potential – of conflict of interests.
1.2.1. The following are some relevant concepts, such as:
22.214.171.124 Conflicts of interest can be conceptualized as a set of conditions in which a primary interest tends to be unduly influenced by a secondary interest and may occur due to (but not limited to):
(i) influences, interests or relationships that, directly or indirectly, can be considered, regardless of their result, as being incompatible with direct and objective conduct.
(ii) circumstances in which individuals and/or entities exercise their relationships, and may cause actual or potential loss or harmto the Company or its business.
(iii) financial or commercial strategies in disrepair with good management practices, which endanger sustainable results, the continuity and good image of the Company.
(iv) use of inside information for own benefit.
(v) hiring people for management positions that are not aligned with the Company’s values/purposes/strategies.
2.1. The main objective of this policy is to establish guidelines and guide the conduct of Employees, service providers, holders of social capital, customers, members of administrative/supervisory bodies, suppliers/commercial partners, among others (“People Subject to Politics”) – with respect to the management of Conflicts of Interest, in addition to promoting all reasonable and necessary measures capable of facilitating transparency and independence in the Company’s relations, as well as effectively managing conflicts of interest that may arise.
3.1. The Policy is based on the following principles:
3.1.1. Prevalence of Users’ interests: decisions, processes and controls, should be directed to the interests of customers;
3.1.2. Responsibility: It is the responsibility of the People Subject to the Policy to disclose potential conflicts of interest;
3.1.3. Equity: third-party resource management process should prioritize equal treatment
to the Users;
3.1.4. Ethics: ethical values should guide the interests at all levels, regarding the
proper identification and management, including, but not limited to, immediate/rapid resolution of conflicts as they arise;
3.1.5. Compliance: Compliance with national, international and internal standards;
3.1.6. Transparency: provision of information/ service in a clear, current, and complete manner, and without the objective of misleading customers
3.1.7. Information: eliminate or reduce to a minimum the risk of occurrence of situations which could potentially generate conflicts of interest
4.1.1. Persons Subject to the Policy, when acting on behalf of the Company, must do so in a responsible, diligent and transparent manner, making decisions that do not contravene the Company’s interests , and always seeking to defend its good reputation, the value of its business and of its brands, the solidity and continuity of its activities. In order to avoid conflicts, it is up to the People Subject to the Policy:
(i) to harmonize their conduct with the Code of Ethics and Conduct and with this policy;
(ii) ensure that business partners whose management is under their responsibility are aware of the values expressed in the Code of Ethics and Conduct and in this policy and conduct their activities in line with those values;
(iii) report any suspected violations through the Compliance Channels, contributing to the continuous improvement of the Company.
(iv) it is up to leaders to reinforce this policy through communication as well as to ensure that their teams comply with and participate in mandatory training so that the guidelines set forth in this policy are fulfilled;
4.1.2. The Persons Subject to the Policy, understand that conflict of interests causes damages to the organization, to those involved and to society in general, since:
(i) it jeopardizes the reputation of the Company or may cause losses of various types, including financial;
(ii) it harms people and businesses;
(iii) it compromises professional performance; and
(iv) it diminishes the credibility of those involved, giving rise to suspicions about the
smoothness of conduct.
4.1.3. Anyone who may find himself in a situation of conflict or potential conflict of interest should immediately discontinue the situation in which the conflict is manifested, communicating this fact in a timely manner to his direct superior. Armed with the information, the latter shall assess whether:
(i) the participation of the conflicted person produced detrimental effects or results to the Company, communicating such situation to their Board of Executive Officers and to the Audit and Compliance Board, eliminating such effects or results, if possible; or
(ii) such situation is only a potential conflict.
In this case, it will be up to the immediate superior to consult his board of directors to decide whether or not there is a conflict of interests. In any case, the Audit and Compliance Board will be available for orientation about questions through the Company’s Open Channel. The Board in turn, depending on the orientation that the case requires, may submit it to the analysis by the Company’s Conduct Committee .
4.1.4. When the conflict – or potential conflict – of interests occurs in the matter submitted to the deliberation of the Company’s collegiate body, the conflicted person shall inform the other members and not participate in the deliberation, leaving the meeting. If there is any doubt as to the actual existence or otherwise of the conflict of interests, the collegiate must first decide whether or not it actually happens, without the participation of the member potentially impeded.
5.1. Conflicts of interest arise when the ability to decide impartially and act responsibly are effectively or potentially undermined, with a risk of personal favoritism to the detriment of the Company’s interests. Conflicts of interest can occur in real, potential or apparent ways. These are concrete situations:
5.1.1. Transactions with Related Party – Persons Subject to the Policy may indicate the hiring of service providers or other suppliers – individuals or legal entities – who, at any time, have been Persons Subject to the Policy, provided that the process is conducted in a transparent and to avoid suspicion of personal favoritism. Such contractors must, in any event, observe market conditions, without any favor because of the bond between the parties involved in the relationship. In addition, if there is a loss of independence, real, potential or apparent, due to the ties with the counterparty, the conflicted person must move away from the transaction, communicating this fact to his immediate superior who will decide on its continuity or not, through the determination of new interlocutors.
5.1.2. Provision of nominations – Employees and service providers may indicate people in their relationship cycle, including those with whom they have kinship or affective relationship, for selection and hiring processes in the Company. However, it is up to the Persons Subject to the Policy, the duty to be clear about their relationship with the right person and must assume an exempt position in the process. In the cases where there is an affective relationship, kinship or other form of potential Conflict of Interests between the nominee and the Employee or service provider, the area conducting the process must communicate to the Compliance Team through the email: [email protected] for deliberation before any proposal is made to the candidate.
5.1.3. Relationships between People Subject to Policies – The relationship of Kinship and the affective relationship between Employees and service providers is allowed, provided there is no level of hierarchical subordination, influence and management among those involved.
5.1.4. Corporate Participation by Persons Subject to the Policy – Corporate participation in other companies by Persons Subject to the Policy is permitted, but they may not: a) hold any participation capable of influencing decisions of companies competing with the Company (not competition), b) perform a function equal to or similar to that performed in the Company, or c) compromise the amount of time that conflicts with their activities in the Company.
5.1.5. Consistent use of the information obtained as a result of the work carried out in the Company – it is the responsibility of the Persons Subject to the Policy to manage and make conscious use of information related to work based on the ethical principles disseminated, respecting information barriers and confidentiality duties at all times;
5.1.6. External Professional Activities – Employees and service providers may perform other professional activities, paid or unpaid, outside the Company’s working hours, as long as these activities do not conflict with the business (non-competition and confidentiality) and group interests and do not harm the performance of their duties. Examples of professional outside activities is participation in class councils, trade unions and associations, academic activities, artistic and commercial activities, among others.
5.1.7. Hiring New Employees and Service Providers – The areas responsible for hiring new Employees and service providers should question candidates about potential Conflicts of Interest as part of the selection process.
5.2.1. It is the responsibility of the employees who supervise the duty to:
(i) actively seek to identify, mitigate and, to the extent required by Company procedures, settle disputes of interest in their area of responsibility, including in connection with any planned activities;
(ii) evaluate any Conflicts of Interest reported to them to determine if a Conflict of Interest exists;
(iii) determine, after consulting the Compliance team and other control functions, as necessary, the best course of action to resolve, manage or avoid the Conflict of Interest, including a senior management authority, whenever necessary, or withdrawal (temporary or permanent) of their supervision of a particular subject or activity;
(iv) review annually or more regularly, if necessary, any Conflict of Interest to ensure that it is managed in accordance with any agreed resolution; and
(v) assign responsibilities to the Team that reports to them in a way that does not lead to Conflicts of Interest and avoid assigning responsibilities that jeopardize the Company’s independence of control.
5.3.1. The members of the board of directors must:
(i) consider the interests of the Company as an element in their decision-making process, proactively identifying the Conflicts of Interest resulting from their position in the company member and disclose such Conflicts of Interest as required by the terms of reference and applicable rules ; and
(ii) refrain from any action / abstention that could be detrimental to the Company to which they are a member of the board. Conflicts of material interest, individually and collectively, must be adequately documented, communicated, discussed and duly managed by the Compliance Team;
(iii) a Board Member should not be involved in any type of business that is in competition.
6.1. In addition to the communication mechanism open to the Persons Subject to the Policy, the identification of possible conflicts of interest can be identified in the face of the following practices:
6.1.1. Verification of the main activities that can generate conflict of interests and constant revision to identify new situations.
6.1.2. Conducting internal monitoring.
6.1.3. Communication of the Employee to his superior about any situation that will affect his objectivity and professional independence, before carrying out activity under his responsibility
7.1. Conflict of interest management includes procedures/adoption of appropriate measures as described:
(i) Promotion of a culture of ethics that emphasizes that all employees must be attentive to potential or actual conflicts of interest;
(ii) Disclosure of the Code of Conduct and signing of the Term of Conduct, where employees are committed to comply with domestic and international laws and regulations;
(iii) Segregation of duties and physics in order to ensure separation between those who can make decisions and those who can influence decisions;
(iii) Logical segregation so that access to information is according to the role of each employee;
(iv) Restricted treatment of privileged and customer information;
(v) Remuneration policy that does not generate a conflict of interests;
(vi) Selection of financial intermediaries according to objective and independent criteria;
(vii) Periodic review and identification of new conflicts of interest resulting from new deals;
(viii) monitoring and control by interests when identified best interests of the client.
8.1. CONTINUOUS TRAINING AND MONITORING
8.1.1. The Company will promote continuous training aimed at disseminating the guidelines of the Code of Ethics and this Policy, as well as identifying and giving opportunities to the Persons Subject to the Policy to deal with transparency and equity in the event of any conflict of interest situations.
8.1.2. The content and periodicity of these training sessions will be scheduled and performed by the Company’s Audit and Compliance Board, taking into account the particularities of each sector.
8.1.3. It will be incumbent upon the Company ‘s Audit and Compliance Board to monitor the performance and results of the training, as well as inform the directors / supervisors / administrators / controllers about the results and possible additional training needs.
9.1. All rules, guidelines and processes involving the purchase and sale of Digital Assets pass:
(i) by the Users screen, which, in a discretionary manner, determines the values that their Digital Assets will be placed in the purchase orders;
(ii) for publication of securities equally offered to the public, without any privilege or manipulation;
10.1. VIOLATION OF CONFLICT OF INTEREST POLICY
10.1.1. Any breach or violation of this Company’s Conflict of Interest Policy will be investigated in accordance with applicable national and international laws, the Internal Code of Ethics and the Company’s interests, so that appropriate actions may be taken.
10.1.2. Failure to comply with the provisions set forth herein may subject the offender to civil, labor and administrative penalties, without prejudice to other corporate disciplinary measures.
10.1.3. The Company’s Audit and Compliance Board and, as the case may be, the Conduct Committee, when analyzing the noncompliance with the terms of this Policy, will consider its materiality in the context of the Company ‘s activities and eventual recidivism of the offender.
11.1 The treatment of conflicts of interest extends to contracted third parties and must observe the following practices:
(i) Analysis of contracts signed with third parties;
(ii) Due diligence process before contracted third parties;
12.1 Although the purpose of this policy is to cover most situations involving the management of Conflicts of Interest, new situations may arise. In order to resolve any doubts about conduct, the Compliance Team should be consulted through Compliance Channels for situations that require additional solution or guidance in order to ensure that the values expressed herein are preserved.
12.2 This policy is linked and is an integral part of the Code of Ethics and Conduct and should be interpreted in conjunction with the other policies related to the code.
12.3 The Compliance Team is responsible for providing a solution to any conflicts between the content of this policy and other internal rules of the Company.
12.4 The Compliance Team is also responsible for reviewing and updating this policy.
13.1. OPEN CHANNELBLEUTRADE
13.1.1. Without prejudice to the foregoing, in case of doubts or denunciations related to the matters dealt with herein, as well as any other Company policies or directives , please contact us: e-mail: [email protected]
13.1.2. The Company undertakes to maintain confidentiality in the determination and acceptance of denunciations / anonymous statements, as well as prohibits any act of threat, intimidation or retaliation against any person who (a) denounces violations of this Policy and any other policy or legislation applicable to the Company, or (b) express their doubts, suspicions or concerns regarding this matter.
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