1.1. Twinco Capital expects to operate in an environment where the conduct of the business and its staff, agents and representatives conduct themselves in a manner which meets all legal and regulatory requirements and offers customers the services they are promised so that their experiences throughout the customer journey are satisfactory. This is to protect the reputation of the company, all of its stakeholders and its long-term sustainability.
2.1. The Board and Senior Management will lead by example and they are required to set the tone and culture of the business. This means that the policy standards apply to everyone equally, and that any breaches of this policy must be reported to the Head of Compliance, and where necessary escalated to the Board for consideration and action.
2.2. In order to support the company's policy of observing high standards of integrity and fair dealing when conducting its business and acting with due skill, care and diligence in the conduct of that business, it is important that all individuals that act on behalf of the company appreciate that the risk of non-compliance with regulations could result in loss of confidence from customers and reputational damage. To those ends, all directors, employees and staff of third-party providers that the company employs are required to:
2.2.1. Comply with the requirements set out in this Policy and in any other policies that are referred to herein
2.2.2. Comply with legal and regulatory requirements and meet high standards of market conduct
2.2.3. Conduct any regulated activities in accordance with SEPBLAC rules
Individual employees have a responsibility to ensure that they understand their obligations and are required to familiarise themselves with the content of the Policy and any associated policies relevant to their role. Staff are also responsible for complying with the Policy and associated policies; if the company identifies that any employee has not properly followed the requirements of the Policy, then further action could be taken in line with the company's disciplinary procedures.
Where it is deemed necessary, the company will also provide or arrange training in relation to the contents of the Policy.
3.1. The company is committed to meeting the following rules:
3.1.1. The company must conduct its business with integrity
3.1.2. The company must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems
3.1.3. The company must maintain adequate financial resources
3.1.4. The company must observe proper standards of market conduct
3.1.5. The company must pay due regard to the interests of its customers and treat them fairly. A company must pay due regard to the information needs of its clients and communicate information to them in a way which is clear, fair and not misleading
3.1.6. The company must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client
3.2. Individual Conduct Rules applicable to all staff
Rule 1: You must act with integrity
Rule 2: You must act with due skill, care and diligence
Rule 3: You must be open and co-operative
Rule 4: You must pay due regard to the interests of customers and treat them fairly
Rule 5: You must observe proper standards of market conduct
3.3. Senior Manager Conduct Rules applicable to senior managers
SM1: You must take reasonable steps to ensure that the business of the company for which you are responsible is controlled effectively
SM2: You must take reasonable steps to ensure that the business of the company for which you are responsible complies with relevant requirements and standards of the legal and regulatory system
SM3: You must take reasonable steps to ensure that any delegation of your responsibilities is to an appropriate person and that you oversee the discharge of the delegated responsibility effectively
These conduct rules are high-level and reflect the core standards expected of staff, with the word 'conduct' relating to professional conduct in the ordinary, wider sense rather than being limited to conduct of business.
4.1. Individuals must ensure they report any conflicts of interest to either the Chairman of the relevant committee, or the Head of Compliance, and these must be managed and noted in the minutes and on the Conflicts Register.
4.1.1. A conflict of interest could be between a director or employee of the company and another business, for example a separate relationship with a competitor where confidential information could be shared inappropriately
4.1.2. A conflict of interest could arise between the company and two clients operating in the same market, and in these instances Twinco Capital will act fairly and impartially, declaring any conflicts to both parties including details of how they will be managed
4.1.3. A conflict of interest could arise where the needs of the company are different to those of the client, and the needs of the client are not prioritised
4.2. Conflicts of interest must be managed, and where these arise, further independent scrutiny of activities or transactions must take place by other senior members who are not conflicted. Where appropriate to do so, all affected parties should be made aware of the conflict and how it is being managed to protect all interests.
5.1. 'Bribery' means the practice of offering, promising, giving, authorising, soliciting, agreeing, or receiving or accepting anything of value to or from another person or entity—whether directly or indirectly—in order to gain some form of advantage.
5.2. Twinco Capital, consistent with the law, including the Código Penal (Spanish Criminal Code or SCC), has zero tolerance for bribery and corruption.
5.3. Reflecting the company's commitment to compliance with applicable law and regulations as well as best practice standards, the company aims to:
5.3.1. reduce the risk that the company, or persons associated with the business, will engage in bribery or corruption
5.3.2. ensure that, if bribery and corruption occur, the company has limited its liability, so far as is possible; and
5.3.3. protect the company's reputation, ensuring shareholder confidence, reducing risk in the company's business dealings, and securing the company's assets
5.4. All business processes are closely overseen by the CEO and COO with minimal opportunity for anyone to override the standard processes.
5.4.1. No gifts of value over €100 are accepted. Gifts under €100 may be accepted from the same person or company no more than twice a year, and must be for a particular occasion, such as Christmas, or for celebrating the completion of a project
5.4.2. Gifts in cash, or gift vouchers, may not be given or received
5.4.3. No hospitality over €100 per person is accepted, unless the hospitality includes a legitimate industry event, such as a trade show, or business networking event. In these cases, any payment or reimbursement must be made directly to the corporate accounts and under no circumstances to personal accounts.
5.4.4. Hospitality offered by Twinco to any Government officials will be 'reasonable and acceptable' in line with Spanish law
5.4.5. Hospitality given, or received, may not include activities which may be considered illegal, immoral, or in bad taste affecting the reputation of Twinco Capital or its staff. This includes casinos and strip clubs
5.4.6. A register of any gifts or hospitality received or provided, in line with the Policy limits above, will be kept by the Head of Compliance. Any exceptions from Policy will be authorised only by the CEO. The register will be reviewed regularly at Board meetings or by the Risk and Compliance Committee
5.5. Where commission is paid, it must be in accordance with a written contract, and the amount of commission must be reasonable, measured against the level of commissions paid to brokers by others in the industry for the same amount of work. Commission paid should be transparent, and details available to the counterparties to the transaction so they can see how much has been paid.
5.6. All payments originating from Twinco are made, electronically, from a reputable EU bank to a bank account in the name of the recipient, and never in cash, except for amounts to occasional service providers that do not exceed €100 in cash.
5.7. All transactions are carefully monitored, and attention will be given to any indications of unusual behaviour by officials, modern slavery, or any other indications of possible bribery or corruption.
5.8. Staff will receive anti-bribery training through the welcome package with annual updates.
5.9. Staff are required to immediately report any concerns about possible bribery and corruption to the CEO.
5.10. Staff found to have been involved in bribery and corruption will be disciplined, including possible dismissal.
5.11. Twinco Capital will report any suspicion of bribery and corruption to the appropriate public body or city council, having first taken appropriate legal advice.
6.1. Twinco Capital is committed to the fair treatment of customers.
6.2. Twinco Capital will:
6.2.1. Pay due regard to the interests of customers and treat them fairly
6.2.2. Communicate information to customers in a way which is clear, fair and not misleading
6.3. Treating Customers Fairly (TCF) is developed around a core of six outcomes that follow international financial sector best practice. By placing clients at the centre of the business ensures that fair outcomes are achieved.
6.4. Staff at all levels are trained with the six outcomes in mind and Twinco Capital promotes this culture through the organisation, using a 'message from the top' approach to set the right standards from the offset.
6.5. The six outcomes are:
6.6. Twinco Capital understands that simply learning the six outcomes is not sufficient to demonstrate that they have been effectively embedded into the business culture, below we set out how each outcome is implemented and achieved throughout the business.
6.6.1. Outcome 1: Customers can be confident that they are dealing with companies where the fair treatment of customers is central to the corporate culture
6.6.1.1. All staff understand the importance of fair treatment of all customers
6.6.1.2. Twinco Capital is a developed commercial business and the management team is directly involved with its activities. Regular meetings are held with customer centricity as a fixed agenda item for discussions
6.6.1.3. Employees are all to be trained on the fair treatment of customers and Twinco Capital has a 'tone from the top' mentality, consistently promoting TCF throughout the business
6.6.1.4. Twinco Capital, under law n. 5/2019, checks that any brokers introducing customers are registered and comply with the legal requirements to be qualified to make the introductions
6.6.2. Outcome 2: Products and services marketed and sold are designed to meet the needs of identified customers and are targeted accordingly
6.6.2.1. Twinco Capital ensures any marketing material developed is proportionally targeted to the needs of clients. It makes it clear that it is a provider of financial products
6.6.2.2. The website contains information about main activities, and any marketing material is approved by the management team before it is distributed, taking into account legal requirements and the target market
6.6.3. Outcome 3: Customers are provided with clear information and are kept appropriately informed before, during and after the point of sale
6.6.3.1. The nature of the products and services require Twinco Capital to interact closely with all clients. As part of this process, we become aware of any need to provide further information in a different way
6.6.3.2. Twinco Capital meets with all of its clients at least via video conference, who have the opportunity to ask questions, as well as obtain independent legal or financial advice should they choose
6.6.4. Outcome 4: Where customers receive advice, the advice is suitable and takes account of their circumstances
6.6.4.1. Twinco Capital does not advise, other than an explanation of its products and services. The client always has the opportunity to obtain independent advice from their own financial or legal advisors
6.6.5. Outcome 5: Customers are provided with products that perform as companies have led them to expect, and the associated service is of an acceptable standard and as they have been led to expect
6.6.5.1. Twinco Capital provides clear information to clients, and because it has been trading for some time it has clear records of how its products perform over time
6.6.5.2. Agreements are produced and provided which highlight, in clear intelligible writing, the terms of an agreement and how it is to perform. There is no small print
6.6.6. Outcome 6: Customers do not face unreasonable post-sale barriers to change product, switch provider, or make a complaint
6.6.6.1. Twinco Capital has in place a complaints procedure and policy. It applies these standards to all complaints received that fall within the definition of "eligible complainant"