APPROVED

Order of the cryptocurrencieshub.com Bel Limited Liability Company as of 14.11.2018 No. 10 OД

/A.P. Shevchenko/

Regulations on the procedure for managing a conflict of interest arising in the activities of the cryptocurrencieshub.com Bel Limited Liability Company

 

CHAPTER 1

GENERAL PROVISIONS

1. These Regulations determine the procedure for managing conflicts of interest arising in the activities of the cryptocurrencieshub.com Bel Limited Liability Company (hereinafter referred to as the Company).

The procedure for the Company to conclude transactions in which the affiliates of the Company have an interest is determined by the legislation and the Charter of the Company.

The rules for prevention, detection and preclusion of cases of unfair (unlawful) use of insider information when the Company performs the activity of a cryptoplatform operator are determined by a separate local regulatory legal act of the Company.

These Regulations are available (disclosed) on the Company's website on Internet the global computer network.

2. These Regulations are mandatory for application (compliance) by all employees of the Company and members of its bodies, regardless of their position, as well as their status and term of work in the Company.

Civil law contracts entered into by the Company in order to attract individuals to perform work (services) in favor of the Company should include conditions obliging the relevant contractors (performers) to fulfill the requirements of these Regulations.

To the persons provided for in the first and second parts of this clause, these Regulations shall be submitted by the person responsible for managing a conflict of interest, for familiarization against signature. Depending on the situation actually evolving in the area of conflict of interest management in a particular calendar year, the head of the Company may decide to re-familiarize the said persons with these Regulations and/or to hold training events in the issues provided for in these Regulations for all or some of the employees of the Society and members of its bodies.

The persons provided for in parts one and second of this clause shall not have the right to withhold or untimely disclose information about a conflict of interest, or otherwise act in violation of these Regulations.

Correspondence for the purpose of abiding by these Regulations shall be carried out by e-mail, and if necessary, also in a different way.

3. For the purposes of these Regulations, the following terms are used in the following meanings:

- confidential information means information, the distribution and/or the provision of which is limited, and other information that a party that has such information is not entitled to disclose to third parties without the consent of the party that provided such information, unless otherwise provided by law;

conflict of interest means a contradiction between the property and other interests of the Company and its founders (members), beneficial owners, bodies of the Company and their members, business units, employees, customers of the Company, which may entail adverse consequences for the Company and/or its customers;

- personal interest means the possibility for an employee of the Company or a member of his body of getting, in the performance of his/her duties, of income (with the exception of income received legally from the Company) in cash or in kind, other benefits (including in the form of avoiding costs, intangible benefits) directly for himself/herself or for his/her relative or other person with whom such an employee (member) is associated with financial or other obligations (interests, relationships). This term includes inter alia cases of the direct gaining by the above-mentioned relatives and other persons of corresponding benefits;

- the Company's business units and employees that generate risks mean the business units of the Company that generate risks and individual employees of the Company that do not belong to the business units of the Company;

- prevention of a conflict of interest means a set of measures taken by the Company, its employees, bodies and their members, the business units of the Company aimed at prevention (preclusion) and elimination of the occurrence (existence) of areas and conditions for the occurrence of a conflict of interest;

the principle of “Chinese walls” means a rule for organizing a business process or interaction of several business processes of the Company, in which information is delimited for each stage of a business process or for several business processes and the transfer of information is possible only according to the established rules, which are determined when implementing this principle in each specific case;

- the principle of “four eyes” means the rule according to which for making a decision in the Company's activities (including making a transaction on behalf of the Company, admitting digital signs (tokens) (hereinafter referred to as tokens) to trading tokens, etc.), more than one expression of will of several employees or members of the Company's bodies (including expressed through the coordination of a draft decision taken) is required;

- relative means a person with whom an employee of the Company or a member of the Company's body has a close relationship or a close relationship through wedlock in accordance with Articles 60 and 61 of the Code of the Republic of Belarus on Marriage and Family, respectively;

- information on a conflict of interest means information on the presence of a conflict of interest (identification of a conflict of interest) or the possibility of its occurrence;

- the internal control system means a set of the organizational structure of the Company, the powers and responsibilities of its employees, the local regulatory acts of the Company, as well as the internal control process aimed at ensuring the Company's compliance with the legislation of the Republic of Belarus, decisions of the Supervisory Board of the High Technologies Park (hereinafter referred to as the “HTP”), the local regulatory acts of the Company and the agreements to which the Company is a party;

- risk management system means a total of the organizational structure of the Company, powers and responsibilities of its employees, local regulatory acts of the Company, as well as the risk management process aimed at achieving the financial reliability of the Company.

Other terms are used in the meanings defined by the Decree of the President of the Republic of Belarus of December 21, 2017 No. 8 “On the Development of the Digital Economy” and other legislation, as well as by documents of the HTP Supervisory Board.

 

CHAPTER 2

OBJECTIVES, TASKS AND PRINCIPLES OF CONFLICT OF INTEREST MANAGEMENT IN THE COMPANY.

CONFLICT OF INTEREST TYPES

4. The main objectives of conflict of interest management in the Company are:

- preventing the occurrence of adverse consequences for the Company and/or its customers as a result of the presence (the possibility of occurrence) of   contradictions between the property and other interests of the Company and its founders (members), beneficial owners, bodies of the Company and their members, business units, employees, customers of the Company (including such consequences as the occurrence of losses, and deterioration of business reputation);

- increasing trust in the Company and its activities on the part of customers, other contractors, the administration and the HTP Supervisory Board, as well as others;

- prevention of offenses that may be committed by the Company's employees and members of its bodies due to the presence of a conflict of interest.

5. The implementation of the objectives stipulated in clause 4 of these Regulations is ensured by performing the following tasks of managing a conflict of interest in the Company:

- ensuring an equal (the same) approach to serving all customers and adhering to high standards of corporate governance of the Company based on the principles of openness, transparency and predictability;

- ensuring the compliance of the Company's approaches to managing a conflict of interest with international best practices and best practices in this field in the Republic of Belarus and abroad to maintain and strengthen the positive nature of the Company's business reputation, including in the international arena;

- ensuring disclosure of information about a conflict of interest;

- ensuring the involvement of all employees of the Company and members of its bodies in the process of managing a conflict of interest in the Company.

6. Conflict of interest management in the Company is based on the following principles:

- the principle of the priority of the interests of the Company and its customers over the personal interests of the Company’s employees and the members of its bodies;

- prevention (preclusion) and timely identification of existing and potential areas and conditions for occurrence of a conflict of interest;

mandatory disclosure by the Company's employees and members of its bodies of the information on a conflict of interest;

- an individual approach to the consideration of each conflict of interest that has arisen, to assessment of the materiality of the risks it generates for the Company, and to its settlement;

- maintaining the confidentiality of the process of disclosure of information on a conflict of interest;

- the principle of exigency of business, while dealing with the confidential information, prohibiting the provision of such information to employees of the Company and members of its bodies for whom access to this information is not necessary for the performance of their duties to the Company.

The principles provided for in part one of this clause are mandatory to abide by while managing a conflict of interest in the Company.

The performance of actions in the process of conflict of interest management, the form and/or the content of which contradicts the principles provided for in part one of this clause, is not allowed.

7. Conflict of interest may be of the following types:

- between the Company's customers and the Company;

- between the Company's customers and the Company's employees or members of its bodies;

- between employees of the Company and/or members of its bodies;

- between the beneficial owners of the Company and the Company;

- between the founders (members) of the Company and the Company;

- between business units and/or bodies of the Company;

- between the Company's customers;

- other types of a conflict of interest.

CHAPTER 3

PERSONS INVOLVED IN THE MANAGEMENT OF

A CONFLICT OF INTEREST IN THE COMPANY

8. The persons involved in managing a conflict of interest in the Company are:

- General Meeting of the Company’s members;

- the head of the Company;

- the person responsible for managing the conflict of interest;

- other employees of the Company and members of its bodies.

9. The general meeting of the Company's members:

- approves these Regulations, as well as amendments and/or additions to them;

- settles a conflict of interest in the cases provided for in these Regulations;

- performs other functions in the field of conflict of interest management provided for by the legislation, decisions of the HTP Supervisory Board and the Company's Charter.

10. Head of the Company:

- determines the person responsible for managing a conflict of interest and ensures control over its compliance with the requirements provided for in part two of clause 12 of these Regulations;

- ensures the adoption of measures provided for in these Regulations aimed at preventing a conflict of interest in the Company;

- in the cases specified in these Regulations he/she participates in the settlement of a conflict of interest or settles it;

- decides on the application of the “Chinese walls” principle in a specific situation, including determining the rules for its implementation in such a situation (at a suggestion of the person responsible for conflict of interest managing);

- submits for consideration of the General Meeting of the Members of the Company proposals on making amendments and/or additions to these Regulations (at the suggestion of the person responsible for conflict of interest managing);

- considers reports of the person responsible for managing a conflict of interest on situations evolving in the area of conflict of interest management on a six-month basis;

- performs other duties and has rights in the field of conflict of interest management provided for by these Regulations, his job description and labor contract (agreement) concluded with him/her or by the civil law contract.

11. The person responsible for managing a conflict of interest may be an employee of the Company or a person involved under a civil law contract. When a person to be responsible for managing a conflict of interest is being hired (transferred) for job, or he/she is being entrusted with conflict of interest management, or he/she is being engaged as such under a civil contract, the relevant candidate must be required to provide for review the documents confirming his/her compliance with the requirements provided for in part two of clause 12 of these Provisions. Copies of these documents in relation to the person responsible for managing a conflict of interest must be kept by the Company's personnel department for five years from the date of presentation of the said documents.

In the event of being determined as a person responsible for managing a conflict of interest, an employee of the Company, such an employee may be determined solely to manage a conflict of interest, or the functions of managing a conflict of interest may be assigned to him along with performing other employment duties, unless otherwise provided in part three of this clause.

It is not allowed for the person responsible for managing the conflict of interest to perform the following functions:

- the head of the Company;

- accountant, chief accountant of the Company;

- executive officer responsible for risk management, as well as an employee of the risk management unit;

- executive officer responsible as regards meeting the requirements to prevent the legalization of criminal proceeds, the financing of terrorist activities and the financing of the proliferation of weapons of mass destruction, as well as an employee of the business unit headed by this person;

- executive officer responsible for system administration and information security, as well as an employee of the business unit headed by this person;

- head of the department responsible for the implementation of the activities stipulated in the business project of the Company, as well as an employee headed by this head of the business unit;

- the Company's auditor;

- other functions if this entails a conflict of interest.

No affiliate of the Company may be determined as the person responsible for managing a conflict of interest.

No executive officer responsible for adhering to the HTP regime may be determined as the person responsible for managing a conflict of interest.

12. The person responsible for managing a conflict of interests as regards the issues related to managing a conflict of interests reports directly to the head of the Company. In the event that this person is engaged under a civil contract, the condition of his/her subordination to the head of the Company should be fixed in such an agreement as an essential condition of the said agreement.

The person responsible for managing a conflict of interest must have a university degree and work experience in an economic or legal specialty of at least six months. The person responsible for managing a conflict of interest must not have an outstanding or unexpunged conviction for crimes under articles 252 - 255, 424, 429 - 433 of the Criminal Code of the Republic of Belarus.

The amount of remuneration (including incentive payments) of the person responsible for managing a conflict of interest should not depend on the financial performance of the Company.

13. The person responsible for managing a conflict of interest:

- ensures the implementation of these Regulations in the Company's activities;

- accepts information on conflicts of interest disclosed by employees of the Company and members of the Company's bodies, analyzes them and submits proposals to the head of the Company aimed at minimizing the risk of a conflict of interest in the future;

- fixes in writing the facts of adverse consequences for the Company and/or its customers as a result of a conflict of interest, analyzes these facts and makes proposals to the head of the Company aimed at preventing them in the future;

- carries out a colligation of the practice of managing conflicts of interest in the Company;

- studies and summarizes international best practices and best practices in the field of conflict of interest management in the Republic of Belarus and abroad;

- conducts the conflict of interest management methodology, if necessary, prepares proposals for amendments and/or additions to these Regulations and submits them to the head of the Company;

- at least once every six months, provides the head of the Company with a report on the situation in the area of conflict of interest management for the relevant six months;

- in the cases stipulated by these Regulations discloses to the customer the substance of the conflict of interest and the measures taken to settle it, receives confirmation of his/her perception of information on such disclosure and ensures that this confirmation is stored and available for reproduction for five years from the date of its receipt;

- performs other duties and has rights in the field of conflict of interest management provided for by the decisions of the HTP Supervisory Board, these Regulations, his/her job description and the labor agreement (contract) concluded with him/her or by the civil law contract.

14. Other employees of the Company and members of its bodies:

- get acquainted with these Provisions and meet (abide by) it;

- identify a conflict of interest of which they are participants;

- in cases and in accordance with the procedure provided for in these Regulations, disclose information about a conflict of interest;

- take part in the settlement of a conflict of interest of which they are participants;

- perform other duties and have rights in the field of conflict of interest management provided for in these Regulations.

CHAPTER 4

AREAS AND CONDITIONS OF OCCURRENCE OF

A CONFLICT OF INTEREST IN THE COMPANY

15. The areas of occurrence of a conflict of interest in the Company include the contradictions between:

- strategic interests of the Company (making a profit, ensuring financial reliability, the Company's ability to long-term existence as a profitable commercial organization, ensuring effective management of the Company, maintaining its positive business reputation and other strategic interests);

- interests of the Company's bodies, their members, employees of the Company and the Company as an organization;

- property and other interests of the Company and its customers, founders (members) and beneficial owners;

- the interests of the Company's business units and employees that generate risks, and the risk management unit, or the unit for ensuring compliance with the High-Tech Park regime (hereinafter referred to as the “HTP”), or the Company's auditor;

- employment duties of an employee of the Company (functions of the Company's business unit) (development of local regulatory acts of the Company and monitoring their effectiveness, carrying out business dealings related to the occurrence of risk, and managing this risk, carrying out these business dealings and monitoring the correctness of their implementation and other duties (functions)).

16. Conditions for a conflict of interest in the Company include:

- failure of the Company's bodies, their members, employees of the Company to comply with legal requirements, decisions of the HTP Supervisory Board, local regulatory acts of the Company, contracts to which the Company is a party, as well as their violations of business communication standards and professional ethics principles;

- inefficient organizational structure of the Company;

- performance by the Company’s business units and employees, including those not belonging to divisions of the Company, of non-core functions;

- the lack or shortage of qualified personnel in the Company;

- non-observance of the principle of priority of the interests of the Company and its customers over personal interests, including abuse of official authority;

- the participation of the head of the Company, his deputy, the head of the Company's business unit, their relative in the authorized capital of a commercial organization that is a customer or other counterparty of the Company, if the share of such participation is five or more percent, as well as their ownership of such a commercial organization;

- members of the bodies of the Company have the interests other than those indicated in paragraph seven of this clause, in organizations that are customers or counterparties of the Company;

- the head of the Company, his deputy is the head, head of a business unit in another organization, or they participate in its management bodies;

- use by a member of the Company's body, the head of the Company's business unit of the powers related to their work in the Company to meet the interests of the founder (member) of the Company, the customer, or another person without taking into account the interests of the Company's financial reliability;

- the provision, by virtue of the existence of a personal interest, of business opportunities to persons interacting with the Company, to the detriment of the interests of the Company;

- the Company's participation in the implementation of the activity of the cryptoplatform operator in the trade in tokens organized by it;

- in the implementation of the activity of the cryptoplatform operator, performance by the Company of transactions with tokens in the interests of its customers in its trading system or outside it, except for transactions in the trading systems of other cryptoplatform operators or on foreign trading floors;

- the admission by the Company in carrying out the activity of the cryptoplatform operator to trading in tokens of tokens owned by the Company, its employees, founder (member) or by a beneficial owner, or the tokens being in the Company's possession, on the basis of an agreement providing for the Company the performance of transactions with tokens in the interests of its customers.

CHAPTER 5

PREVENTION OF A CONFLICT OF

INTEREST IN THE COMPANY

17. The Company, its bodies, their members, business units of the Company, employees of the Company are obliged to identify the circumstances giving rise to a conflict of interest, and to prevent it.

18. The prevention of a conflict of interest in the Company is carried out by taking the following measures:

- formation of the Company's bodies in accordance with the requirements of legislation, decisions of the HTP Supervisory Board, the Charter and local regulatory acts of the Company;

- separation of functions between bodies, business units of the Company, division of duties between members of the bodies of the Company, between the Company’s employees, that eliminates conditions for a conflict of interest, ensuring the achievement of a reasonable balance between the interests of the Company, its founders (members), beneficial owners and other persons;

- following the priority of collegial decision-making over the sole one on issues that are associated with the occurrence (existence) of a conflict of interest and/or its settlement;

- creating an effective organizational structure of the Company based on a clear delineation of areas of responsibility and functions, as well as the independence of employees of some business units of the Company from employees of other business units of the Company;

- creation in the Company of an effective remuneration system that stimulates the implementation by the members of the Company's bodies, employees of the Company of all the actions necessary to implement the objectives, strategy, lines of development, business project of the Company, and also not conducive to unscrupulous or illegal actions by employees of the Company and members of its bodies in relation to the Company's customers;

- creation of an effective internal control system and an effective risk management system in the Company;

- ensuring the inadmissibility of performing by the same employees of the functions of making on behalf of the Company the transactions (business deals) and functions of their control and recording;

- ensuring the inadmissibility of performing by the executive officer responsible for compliance with the HTP regime of the functions of managing the business units responsible for carrying out the activities stipulated in the Company's business project;

- ensuring the separation of functions between the executive officer responsible for compliance with the HTP regime and the executive officer responsible for risk management;

- ensuring proper recording of affiliated persons of the Company, collecting the necessary information about them in accordance with the legislation, meeting the requirements for the procedure for making transactions with the interest of such persons;

- taking actions to ensure information security and cyber security in the Company in accordance with the requirements of the legislation, decisions of the HTP Supervisory Board and local regulatory acts of the Company;

- ensuring disclosure of information on the Company's activities in accordance with the requirements of the legislation, decisions of the HTP Supervisory Board and local regulatory acts of the Company;

- introduction of restrictions on the use by the employees of the Company making transactions (business deals) with customers and/or organizing transactions (business deals) between customers, of personal subscriber numbers of cellular mobile telecommunications and personal subscriber numbers of the fixed telecommunications network to communicate with customers;

- securing in employment contracts with employees of the Company and civil contracts with persons attracted by the Company under such contracts that are directly involved in the activities of the cryptoplatform operator, the obligation to disclose in writing to the Company the information on the types and number of tokens belonging to them by submitting a notice to the Company no later than one day from the date of admission to work (commencement of a civil contract) or from the date of purchase of tokens;

- other measures determined by the head of the Company taking into account the opinion of the person responsible for managing a conflict of interest, or at a suggestion of the latter.

Responsibility for ensuring the taking of all the actions provided for in part one of this clause shall rest with the head of the Company.

19. In order to prevent a conflict of interest, the members of the Company's bodies, employees of the Company and persons engaged by the Company under civil law contracts:

- shall comply with the legislation of the Republic of Belarus, the decisions of the HTP Supervisory Board, local regulatory acts of the Company and the agreements to which the Company is a party;

- shall follow the norms of business communication and the principles of professional ethics;

- shall strictly and steadily observe the principle of the priority of the interests of the Company and its customers over their personal interests. In this regard, the members of the Company's bodies, as well as employees of the Company, may not compromise the interests of the customer and the Company, either in the name of family, comradeship, or in the name of any other relationship;

- shall not participate, in order to obtain personal benefit, in a transaction to which the Company is one of the parties, and there is a high probability of occurrence of a conflict of interest;

- shall refrain from carrying out activities that may entail a conflict of interest in relation to the organization(s) regarding which the members of the Company's bodies, employees of the Company, their relatives have a personal interest;

- shall avoid situations in which personal interests, family ties, friendships and other relationships, personal likes and dislikes can influence the decision made within their competence in the Company;

- shall perform their duties to the Company, taking into account the division of functions of the employees, members of the Company's bodies, shall not arbitrarily interfere in the performance of duties by other employees and members of the Company's bodies;

- shall not participate in the consideration of issues in decision making on which there is their personal interest or the interest of the organization of which they are employees or members of the body, or other interest leading to the occurrence of a conflict of interest;

- shall seek to eliminate the possibility of involving them and/or the Company in the implementation of illegal activities;

- shall not use confidential information received from the Company or in connection with the implementation of activities in the Company in the personal interest;

- they shall not allow their relatives to be in their direct subordination;

- shall not accept, in connection with the performance of their duties to the Company, gifts and other benefits from the Company's customers and other persons, with the exception of souvenirs handed over during corporate and other similar events;

- shall perform other duties stipulated by their job descriptions, labor (civil) contracts concluded with them and/or arising from these Regulations or from decisions of the HTP Supervisory Board.

CHAPTER 6

IDENTIFICATION OF A CONFLICT OF INTEREST

DISCLOSURE OF INFORMATION ABOUT IT AND

SETTLEMENT OF IT IN THE COMPANY

20. In order to avoid adverse consequences for the Company and/or its customers, every conflict of interest that occurs in the Company requires timely identification, disclosure and settlement.

21. Employees of the Company and the members of its bodies are obliged to identify a conflict of interest, of which they are participants.

Conflict of interest may be identified by the employees of the Company and members of its bodies who are not parties to the relevant conflict of interest.

22. The Company establishes the following system for disclosing information about a conflict of interest:

initial disclosure of information about a conflict of interest when applying for a job or being engaged under a civil law contract;

one-time disclosure of information about a conflict of interest as situations (circumstances) arise that generate or give rise to a conflict of interest;

annual disclosure of a conflict of interest.

23. The initial disclosure of information about a conflict of interest when applying for a job or being engaged under a civil law contract shall be carried out as follows.

Immediately after reviewing these Regulations in the manner provided for in part three of clause 2 of these Regulations, the relevant familiarized person shall be provided with a form for notification of the existence or nonexistence of a conflict of interest. This notice must be completed and submitted to the person responsible for managing the conflict of interest no later than two business da