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Conflict of Interest Management Policy

APPROVED BY

Minutes of the Meeting
f the Board of Directors of DFS LLC

dated November, 23, 2021

Chapter 1. GENERAL PROVISIONS

1. Conflict of Interest Management Policy in the Activities of DFS Limited Liability Company (hereinafter referred to as the Policy) has been developed in accordance with the Decree No. 8 of the President of the Republic of Belarus "On Development of Digital Economy" dated December 21, 2017, other legal acts of the Republic of Belarus, the Regulations on the requirements to be met by certain applicants for their registration as residents of the Hi-Tech Park, approved by the resolution of the Supervisory Board of the Hi-Tech Park (hereinafter referred to as the HTP), other acts of the Supervisory Board of the HTP.

2. This Policy has been developed taking into account the content of the provisions of the Conflict of Interest Management Policy in JSC "Bank BelVEB" and the bank holding, the parent organization of which is JSC "Bank BelVEB" and is aimed at developed to implement a systematic approach to the conflict of interest management in the activities of DFS Limited Liability Company (hereinafter referred to as the Company) and thus to ensure the financial reliability and ability of the Company to operate sustainably as a profitable commercial organization.

3. This Policy defines the general principles and approaches to conflict of interest management in the Company. In addition to this Policy, the Company approves, in accordance with the established procedure, Regulations of Conflict of Interest Management in a DFS Limited Liability Company (hereinafter referred to as the Regulations).

4. The procedure for carrying out transactions involving affiliates of the Company shall not be regulated by this Policy and shall be determined by the laws and the Articles of Association of the Company.

5. This Policy and Regulations are disclosed on the Company's website on the Internet global computer network.

6. In this Policy, the following terms shall have the following meanings:

  • Official shall mean an employee of the Company, or a member of its management body, excluding the sole member of the Company (or the general meeting of members of the Company), or an individual who has been entrusted with work by the Company under a civil law contract the subject of which is the performance of work, provision of services and/or creation of intellectual property rights;
  • Candidate for an official position shall mean a candidate for a certain position in the Company, or a candidate for membership in the governing bodies of the Company, except for the sole member of the Company (or the general meeting of members of the Company), or a candidate (individual) to conclude a civil law contract with the Company, the subject of which is the performance of work, provision of services and/or creation of intellectual property rights;
  • Personal interests shall mean property and non-property interests;
  • Property interests shall mean actual or potential property benefits (receipt of money, electronic money, acquisition of property, increase in its value, gratuitous receipt of works, services, property rights, etc.);
  • Non-property interests shall mean interests related to non-material goods (life, health, honor, dignity and business reputation, personal inviolability, privacy, personal and family secrets, etc.);
  • Measures to prevent the conflict of interest shall mean measures aimed at preventing the conflict of interest;
  • Measures to resolve the conflict of interest shall mean measures taken by the Company to avoid or minimize the negative consequences of the conflict of interest that has arisen;
  • Measures aimed at disclosure of the conflict of interest shall mean measures aimed at familiarization of the client with the essence of the conflict of interest and measures taken for its resolution, which the Company implements in case the measures taken for resolution of the conflict of interest do not allow to exclude it completely;
  • Close ones shall mean a spouse, close relatives, relatives of the official, as well as other persons whom the official recognizes as his/her close ones;
  • Close relatives shall mean parents, children, adopted (adoptive parents), siblings, grandparents, grandchildren;
  • Relatives in-law shall mean close relatives of the spouse;
  • LR shall mean a local regulation/local regulations of the Company;
  • Information about the conflict of interest shall mean information about the existence or possibility of the conflict of interest;
  • Head shall mean the Director of the Company or a person to whom the functions of the executive body have been transferred under a civil law contract.

The term "affiliated persons" has the meaning determined by the Law of the Republic of Belarus No. 2020-XII "On Economic Companies" dated December 09, 1992.

The terms "beneficial owner", "clients", "conflict of interest" have the meaning determined by paragraphs 4, 8, 9 of part one of clause 2 of the Regulations on the requirements to be met by certain applicants for their registration as residents of the Hi-Tech Park, approved by the resolution of the Supervisory Board of the HTP.

Other terms shall have meanings defined by the Decree No. 8 of the President of the Republic of Belarus "On Development of Digital Economy" dated December 21, 2017 and other legal acts, as well as the acts of the Supervisory Board of the HTP.

7.   In cases when certain standards of this Policy contradict the laws of the Republic of Belarus, acts of the Supervisory Board of the HTP, these standards become invalid and the corresponding standards of the laws of the Republic of Belarus, acts of the Supervisory Board of the HTP are applied before making necessary amendments to this Policy. The invalidity of certain provisions of this Policy shall not invalidate other provisions of this Policy and this Policy as a whole.

In everything else that is not stipulated by the Policy, the Company is guided by the laws of the Republic of Belarus, acts of the Supervisory Board of the HTP and other legal regulations of the Company.

8. Officials of the Company are responsible for non-compliance with the requirements of this Policy in accordance with the legislation of the Republic of Belarus.

9. Officials of the Company should be familiar with the requirements of this Policy.

 

Chapter 2. OBJECTIVES, TASKS AND PRINCIPLES OF THE CONFLICT OF INTEREST MANAGEMENT

10. The conflict of interest management is aimed at achieving the following main objectives:

  • protection of rights and lawful interests of the participant, beneficial owners, clients and other contractors of the Company;
  • ensuring the sustainable and reliable functioning of the Company and enhancing its competitiveness by taking effective and efficient measures to prevent the conflict of interest, exclude the conditions for its occurrence and resolve the conflict of interest;
  • distribution of powers between the management bodies of the Company and officials of the Company, excluding the conditions for occurrence of the conflict of interest, ensuring the achievement of a balance of interests of the Company, its member, beneficial owners, members of the management bodies of the Company, clients and other interested parties;
  • preventing the occurrence of adverse consequences for the Company and/or its clients resulting from, or likely to result in the conflict of interest (including consequences such as damages, loss of goodwill);
  • improving trust in the Company and its activities on the part of its clients, other contractors, administration and the Supervisory Board of the HTP;
  • preventing officials from committing offences arising out of the conflict of interest.

11. The objectives of the conflict of interest management are achieved by means of the following tasks:

  • ensuring equal treatment of all clients;
  • determining the procedure for identifying existing and potential areas and conditions of the conflict of interest;
  • determining and implementing measures to prevent the conflict of interest, exclude the conditions for its occurrence and resolve the conflict of interest;
  • disclosing to the client the substance of the conflict of interest and the measures taken to resolve it in the cases provided in the legal acts and/or in Regulations;
  • monitoring the completeness and effectiveness of measures taken to prevent the conflict of interest, exclude the conditions for its occurrence and resolve the conflict of interest.

12. As a result of improper conflict of interest management, the following main risks may arise:

  • risk of loss of business reputation associated with ignoring the conflict of interest and its impact on relations between participants (other beneficial owners), members of management bodies, clients, other counterparties, the state;
  • legal risk associated with possible consequences in case of challenging the legality of transactions or violation of the interests of participants (other beneficial owners), management bodies and their members, clients, other counterparties, the state;
  • operational risk associated with possible violation by members of management bodies, other officials and employees of the provisions of this Policy, Regulations, and other local regulations of the Company.

13. Principles of conflict of interest management include:

  • systematic approach;
  • prevention (exclusion) of conflict of interest before it might occur;
  • obligation to inform about the presence of a conflict of interest, the conditions of its occurrence;
  • universal maintenance of an appropriate corporate culture, mandatory "tone from above";
  • delineation of competencies: members of management bodies, officials and employees whose interests are affected by a conflict of interests should not take part in its settlement;
  • equal and fair treatment of all clients and other counterparties when making transactions;
  • non-abuse of authority: use of authority and opportunities related to the position and functions performed solely in the interests of the Company;
  • non-application of sanctions in connection with informing about a conflict of interest that was promptly identified and resolved or prevented (excluded);
  • individual and objective consideration and risk assessment when identifying each case of conflict of interest and resolving it;
  • documentation and preservation of information, information about the identified conflict of interests (conditions for the occurrence of a conflict of interests) and its settlement;
  • permanent control and regular monitoring of potential and existing areas and conditions of conflict of interest;
  • conducting training events aimed at understanding of the main provisions in the field of conflict of interest management.

 

Chapter 3. DUTIES OF MEMBERS OF MANAGEMENT BODIES, OTHER OFFICIALS AND EMPLOYEES

14. Members of the management bodies, other officials of the Company, within the framework of the powers granted, are obliged to:

  • take into account the principles of conflict of interest management when making (participating in) decisions;
  • identify areas of activity with the risk of a conflict of interest, based on the scope of the powers granted and the functions performed;
  • develop (participate in the development) and implement (participate in the implementation) measures to minimize the risk of a conflict of interest;
  • ensure the exclusion of a conflict of interest (personal interest, including family members and close relatives) and (or) conditions for the occurrence of a conflict of interest when making (participating in) decisions;
  • not to participate in the discussion and decision-making in the event of a conflict of interest (personal interest, including family members and close relatives) and (or) the conditions of its occurrence;
  • observe the procedure for disclosing information about the existence of a conflict of interest, the conditions for the occurrence of a conflict of interest;
  • ensure that information about the existence of a conflict of interest and (or) the conditions for its occurrence is brought to the attention of the head of the management body, a higher official.

15. Employees of the Organization are obliged to:

  • identify situations that may lead to a conflict of interest and (or) create conditions for its occurrence;
  • take reasonable measures to prevent conflict of interest or the conditions for its occurrence;
  • comply with the requirements of this Policy and Regulations;
  • refrain from committing actions that may lead to a conflict of interests and (or) the conditions for its occurrence;
  • promptly disclose information about conflicts of interest and situations that may lead to a conflict of interest;
  • if there are doubts about the permissibility of carrying out actions related to the provisions of this Policy and (or) Regulations, contact your direct supervisor for clarification.

 

Chapter 4. FINAL PROVISIONS 

16. Situations that may arise in the activities of the Company and be identified as a conflict of interest, areas and conditions for the occurrence of a conflict of interest, the procedure for their accounting, prevention, resolving of a conflict of interest, the procedure for managing a conflict of interest arising in the activities of the Company are regulated by the Regulations.