NEO FINANCE, AB CONFLICT OF INTEREST PREVENTION AND MANAGEMENT POLICY
1. GENERAL PROVISIONS
1.1. Mutual lending platform operator and consumer credit provider NEO Finance, AB, legal entity code 303225546, registered office address A. Vivulskio st. 7, Vilnius, the Republic of Lithuania (hereinafter referred to as the Company), the Conflict of Interest Prevention and Management Policy (hereinafter referred to as the Policy) establishes measures to prevent, identify and properly manage conflicts of interest that may arise when the Company acts as an operator of a mutual lending platform and as a Consumer Credit provider when the Company itself lends personal funds to Consumer Credit recipients and/or may adversely affect Investors and/or Consumer interests of credit recipients (hereinafter referred to as the Customer).
1.2. For the purposes of these Rules, a person related to the Company shall be understood as any shareholder of the platform operator who directly or indirectly owns voting rights or authorized capital equal to or exceeds 20 percent, the platform manager, members of the platform board, employees working for the Company under an employment or service contract, and any other person who may directly or indirectly influence the decision-making of the platform operator. A person related to the platform shall also be considered to be a person related by close kinship or in-laws, i.e. the spouse of the person associated with the platform, their children (adopted), parents (adoptive parents), grandparents, grandchildren, as well as the brothers (stepbrothers), sisters (stepsisters) and the spouses of these brothers (stepbrothers) and sisters (stepsisters), as well as persons who have registered the partnership in accordance with the procedure established by law (hereinafter referred to as the Related Person or the Stakeholders).
1.3. This Policy shall apply to the Company, Customers and Related Persons.
1.4. This Policy has been prepared in accordance with the Republic of Lithuania Law on Consumer Credit and other relevant legal acts.
2. SITUATIONS THAT MAY CAUSE OR ACTUALLY CAUSE CONFLICT OF INTEREST
2.1. Conflict of Interest shall mean a situation where the personal interests of the Related Persons are in conflict or may be in conflict with the interests of the Company and/or the Customers. Such conflicts may arise between:
2.1.1. Company and Related Persons;
2.1.2. Company and Customers;
2.1.3. Related Persons and Customers;
2.1.5. Related Persons.
2.2. In managing Conflicts of Interest, the Company shall analyse and identify situations where the Company and/or the Stakeholder:
2.2.1. may have financial benefits or avoid financial losses at the expense of the Customers;
2.2.2. has financial and other incentives for the purpose of supporting the interests of one Customer or a group of Customers, regardless of the interests of another Customer;
2.2.3. receives from a person (or provides to a person) who is not a Customer, an incentive for entering into a transaction with the Customer or for providing services to the Customer, which may be provided in the form of money, goods or services, except in the case of commissions or other payments for services.
2.3. Conflicts of interest in the Company may arise in the following areas:
2.3.1. Stakeholders may enter into investment transactions for their own account using information known to them or pass on information to third parties;
2.3.2. The Company providing part of the Consumer Credit amount at its own expense.
2.4. In the event of a situation that may cause a Conflict of Interest, priority shall be given to the interests of the Customers (except for Clause 3.4.7 of this Policy), then the interests of the Company, and finally – the interests of Related Parties.
3. AVOIDANCE OF CONFLICTS OF INTEREST
3.1. The Company shall use the avoidance of Conflicts of Interest as the main tool in managing potential Conflicts of Interest.
3.2. In order to avoid Conflicts of Interest, the Company shall ensure that:
3.2.1. all Stakeholders, in the performance of their functions, should first determine whether there is a Conflict of Interest;
3.2.2. having identified the risk of Conflict of Interest, the Stakeholder shall immediately inform his/her immediate superior (or the members of the Board of the Company, if the Stakeholder is the Head of the Company's administration) of a potential Conflict of Interest and indicate the nature of the potential Conflict of Interest;
3.2.3. all actions taken by the Company and/or the Stakeholders with respect to the Customer shall be exclusively based on the interests of the said entities and performed for their benefit, and shall be performed objectively and impartially;
3.3. Upon receipt of the Stakeholder's notice, the Head of the Company or the members of the Board shall consider its validity and make a decision to remove the Stakeholder from the functions specified in the notice and appoint another person to perform the functions, or make a decision not to remove the Stakeholder.
3.4. The Company shall also take the following measures in order to avoid Conflicts of Interest:
3.4.1. Stakeholders shall be acquainted with the obligation to report immediately any situation which gives rise to or is likely to give rise to a Conflict of Interest;
3.4.2. Stakeholders shall be obliged to observe confidentiality, to act honestly and professionally with respect to the Customers, to strive to always take into account the interests of an individual Customer regardless of the interests of other Customers, other activities, the Company or other Stakeholders;
3.4.3. shall ensure that the applicable Stakeholder Compensation Scheme does not allow Stakeholders to benefit financially from situations that cause or may cause Conflicts of Interest;
3.4.4. shall prohibit the Stakeholders from publishing, exchanging information known to them about the Customers that may adversely affect the interests of the Customers, disclosing information that is not publicly disclosed, as well as any other information related to the Customers that is not necessary for the Stakeholders to perform their direct functions in the Company;
3.4.5. shall ensure that Stakeholders have access to and work only with information that is necessary for the performance of their functions;
3.4.6. shall ensure that information on Consumer Credit recipients published is uniform;
3.4.7. in cases where a Conflict of Interest arises between several Customers, the Company must act in such a way that neither Customer benefits from the account of another Customer.
3.5. The Head of the Company's administration himself/herself or his/her authorized person shall supervise whether the Company properly and effectively implements the provisions of this Policy. In performing these functions, the Head of the Company or his/her authorized person:
3.5.1. shall advise Stakeholders on whether and how a Conflict of Interest exists in a particular situation;
3.5.2. shall periodically review the provisions of the Policy and the Company's internal procedures, ensure their compatibility with the requirements of legal acts applicable to the Company's activities;
3.5.3. shall inform the Stakeholders about the Conflict of Interest management procedures implemented in the Company;
3.5.4. shall perform other actions aimed at the proper implementation of the provisions of this Policy and the timely identification and management of Conflicts of Interest.
4. MANAGEMENT OF CONFLICTS OF INTEREST
4.1. In the event that the Company determines that a Conflict of Interest is unavoidable and may affect or adversely affect the Customer's interests, the Customer must be immediately informed about the Conflict of Interest, indicating the nature or source of the conflict and receive his/her confirmation that he/she agrees to continue cooperation and continue business relations in the event of a situation of a Conflict of Interest.
4.2. If the Customer decides to continue cooperation even in the event of a Conflict of Interest, the Stakeholder must act in such a way that the Company, Stakeholders or other persons do not benefit and/or avoid losses at the Customer's expense and minimize losses.
4.3. The Company must collect documents that would substantiate that the Conflict of Interest could not have been avoided, as well as documents that would confirm that the Customer has been duly informed about the potential or existing Conflict of Interest.
4.4. In order to properly manage Conflicts of interest, the Company shall also ensure that:
4.4.1. Stakeholders would not be able to participate in making specific decisions concerning the Customer if such participation would undermine the effective management of the Conflict of Interest;
4.4.2. Stakeholders, in order to obtain personal benefits, could not have a negative impact on the Company, other Stakeholders, Customers.
4.5. In all cases, the Company shall ensure that all Investors may use and invest in Consumer Credits on the platform administered by the Company under pre-established and disclosed conditions and procedures.
4.6. The Company shall ensure that Related Parties do not and cannot have better conditions to invest in consumer loans than Customers.
4.7. If certain groups of Investors are granted certain exceptional/more favourable conditions (e.g. better sales ratios for investments upon termination of the loan agreement), the Company shall ensure that this does not create risks of Conflicts of Interest that cannot be identified, communicated and fully managed in a timely manner. Favourable conditions for a certain group of Investors may be created only at the expense of the Company and not at the expense of other Customers.
4.8. The Company shall ensure that, when acting as a Consumer Credit provider, the Company does not provide Consumer Credit at its own expense in an amount exceeding 50 percent of the total amount requested to be lent by the Consumer Credit recipient, except when Consumer Credit is provided free of charge, i.e. when Consumer Credit recipient does not pay any fees related to consumer credit;
4.9.In the event that the Consumer Credit recipient is indebted to both the Company and the Investors, all contributions received under the concluded agreements shall be distributed in proportion to the Company and the Investors according to the amount lent by each person.
5. FINAL PROVISIONS
5.1. This Policy shall enter into force upon its approval and shall remain in force until amended, supplemented or repealed.
5.2. The Policy may be amended and supplemented only by the decision of the Board of the Company or by the Head of the Company authorized by the Board of the Company. Amendments and supplements to the Policy shall take effect from the date of their approval, unless otherwise specified in the amendments and supplements themselves.