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LOGISTABLE LIMITED

SUITE 3A, TISA HOUSE
143 MAIN STREET
P.O.BOX 565
GIBRALTAR


Conflicts of Interests Policy

This Conflict of Interests policy sets out how Logistable Limited (Logistable) will:

  • Identify circumstances which may give rise to a conflict of interest entailing the risk of damage to clients’ interests;
  • Establish and maintain appropriate mechanisms and systems to manage those conflicts in a fair and, in as far as possible, independent manner to prevent actual damage to a clients’ interests through the identified conflict; and
  • To communicate this information to:
    • all the clients of Logistable via a durable medium;
    • all the employees in Logistable via regular appropriate training.

    Independence in the management of conflicts of interest:

    Logistable has appointed its Compliance Officer, as the individual responsible for active management of conflicts of interest. The compliance function is responsible for the management of the process but it is incumbent on each employee of Logistable (and their responsibility) to actively assist in the management of conflicts of interest. Active management of conflicts of interest covers the following:

    • Identification of actual and potential conflicts of interest
    • Mitigating conflicts of interest
    • Resolution of conflicts of interest
    • Maintenance of a conflicts of interest register (“Register”)
    • Initiating the disclosure of unresolved conflicts of interest
    • Monitoring of conflicts of interests for outsourced activities
    • Regular reporting to the Board of Directors
    • Disclosure to investors

    Identifying Conflicts:

    Logistable has carried out an exercise to identify conflicts of interest that exist in its business and has put in place measures it considers appropriate to the relevant conflict identified in an effort to monitor, manage and control the potential impact of those conflicts on its clients.  The conflicts identified include:

    • those between clients with competing interests;
    • those between clients and Logistable where their respective interests in a particular outcome may be different;

    • between one of its clients and Castle and Key Fund PLC,
    • those between the personal interest of staff of Logistable (including its managers, employees or any person directly or indirectly linked to Logistable by way of control) and the interests of Logistable or its clients where those interests may be different.

    Types of Conflicts:

    A conflict of interest under MiFID is a conflict that arises in any area of Logistable’s business in the course of providing its clients with a service which may benefit Logistable (or another client for whom Logistable is acting) whilst potentially materially damaging another client where Logistable owes a duty to the client.  There may be a conflict where Logistable (or anyone connected to Logistable):

    • is likely to make a financial gain (or avoid a loss) at the expense of its client;
    • is interested in the outcome of the service provided to its client where the interests of Logistable are distinct from that of the client;
    • has a financial or other incentive to favour the interest of one client over another;
    • carries on the same business as the client;
    • receives gifts or goods from a third party in relation to services provided to a client other than standard fees or commissions.

    If the Compliance Officer determines that one or more of the abovementioned criteria apply, the conflict of interest thus identified is documented in writing in a conflicts of interest register and included in the active management of conflicts of interest.

    Segregation of functions:
     
    Logistable requires the segregation (where possible) of the duties of its senior management so as to avoid conflicts of interests.

     
    Conflicts of Interest in the case of outsourced activities:

    With regard to the activities of third parties that perform delegated tasks of the Management Company, the adherence to the principles of this conflicts of interest policy are checked and documented in the context of the due diligence audits and outsourcing controls.

    Disclosure of conflicts to clients:

    Where the measures in place do not, in the view of Logistable, sufficiently protect the interests of clients, and the arrangements made by Logistable are not sufficient to ensure with reasonable confidence that the risk of damage to the interests of clients will be prevented, Logistable:

    • must clearly disclose, in a durable medium, the general nature and source of the conflict of interest to the client before undertaking business for the client; and
    • must provide sufficient detail to enable that particular client to take an informed decision in relation to the service offered 

    Responsibilities of staff:

    It is the responsibility of all employees to familiarise themselves with this Policy and to report conflicts of interest to their line manager who will in turn report them to the Compliance Officer. Failure to adhere to this policy can be taken to be a breach of an employee’s contract. Overall responsibility for Conflicts of Interest lies with the Board of Directors. The Compliance Officer is responsible for the day-to-day administration of the Policy. The Compliance Officer will work with line management to identify Conflicts of Interest, record conflicts and the mitigating action in the Conflicts Register and report the situation to the Board of Directors for consideration. The Board of Directors via the Compliance Officer has responsibility for ensuring that staff are aware of the aspects of the Policy relevant to them. All employees have a responsibility for carrying out aspects of the policy that are relevant to them.

    Situations in which conflicts of interest could arise:

    The purpose of this section is to set out typical situations in which conflicts of interest arise and are managed in the course of Logistable’s day-to-day business so that employees are better equipped to identify, report and assist in eliminating or managing conflicts and clients are informed of the potential situations that may arise.

    • Potential misuse of information
    • Remuneration Policy/Performance Related Fees
    • Personal Account Dealing
    • Gift/Entertainment
    • Cross Trading between clients
    • Trade and Initial Public Offering allocations
    • Excessive trading (churning)
    • Outside business activities
    • Family/friend/related persons/ inside interest
    • Political contributions
    • Valuation policy

    Arrangements for managing conflicts:

    Governance

    • Logistable has robust governance arrangements. Key business decisions are taken by the Board of Directors and are recorded.
    • The Compliance Officer reports directly to the Board
    • Logistable has rules laid out in the standard employment terms and conditions, governing employee conduct, including Personal Account Dealing (internal rules prevent all staff from carrying out personal deals using Logistable’s trading platform) which control and mitigate conflicts of interest.
    • Logistable also maintains a Conflicts of Interest Register and a Conflicts of Interest Log.
    • Gifts: Internal rules with respect to giving and receiving gifts are designed to ensure that employees do not use their position within Logistable for significant personal gain for themselves, their families or any other persons. All gifts above a designated value must be approved by the Chairman.
    • Secondary activities and external appointments: Employees are required to work exclusively for Logistable. They are not permitted to perform any paid or unpaid work for a third party, unless an exemption has been granted by the board of directors.

    Reporting Lines

    Logistable has defined clear reporting lines and a flat management structure both of which promote the swift and effective reporting of conflicts of interest. An organisational chart is maintained and it is reviewed and approved annually by the board of directors.

    Segregation of duties

    Key activities, which by their nature, can give rise to conflicts of interest are, where possible, segregated within Logistable. Furthermore the activities of departments within Logistable are, where possible, carried out with an appropriate level of independence. These duties are set out via job descriptions, procedure manuals and organisation charts. Ensuring these duties remain segregated is the responsibility of the Compliance Officer.

    Remuneration/Compensation Arrangements

    The remuneration package of Logistable employees is in no way linked to specific transactions and/or the performance of the Company. Potential conflicts arising and arrangements for controlling/mitigating them are identified in the Conflicts of Interest Register.

    Disclosure of Conflicts

    Employees and Directors are required to disclose conflicts of interest. Employees will disclose any conflicts of interest to their line manager who in turn will inform the Compliance Officer. Directors will disclose any conflicts directly to the Compliance Officer. The Compliance Officer will record in the appropriate register and inform the Board of Directors of any action taken.

    The conflicts register contains information on:

    • a designation of the type of the conflict,
    • a description of the conflict,
    • the parties which interests are in conflict,
    • the conflict rating (High, Medium, Low),
    • a description of the measures taken to mitigate the conflict of interest,
    • the net rating (High, Medium, Low), i.e. the rating of the conflict taking into account the mitigating measures,
    • the indication of disclosure on a durable medium (only in cases where the net rating is high or medium).

    Disclosure to Clients:

    If arrangements to manage a conflict of interest are not sufficient to ensure with reasonable confidence that the risk of damage to that client’s interests is prevented, the client will be informed in a durable medium, of the general nature and/or source of the conflict in such a way that an informed decision can be made by that client before business is undertaken. The durable medium is described in the conflicts of interest Register.

    Recruitment

    In recruiting individuals their fitness and propriety is considered by the Compliance Officer as well as technical and managerial ability. Background checks are made including submitting a Vetting Application Form to the Royal Gibraltar Police. Furthermore references from former employers or named referees are sought.

    Training:

    Compliance training relevant to conflicts of interest forms part of the training of Logistable’s employees to ensure they are aware of and can deal appropriately with any conflicts of interest they may encounter. The Compliance Officer ensures that appropriate training is devised and delivered.

    Compliance and Procedures Manuals:

    Systems and controls are documented in the procedures manuals which are reviewed at least once a year to ensure they are relevant. In addition Logistable has;

    • a Remuneration Policy,
    • a Best Execution policy, and
    • a Personal Account Dealing Policy .

    Verifying Compliance

    The principal means of verifying that these policies have been complied with will be an annual compliance review undertaken by the Compliance Officer. The Compliance Officer will have the responsibility of considering compliance with the policy on a regular basis and will report formally to the Board of Directors.

    Approval

    This Policy will be reviewed and approved by the Board of Directors.

     

     

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