Conflicts Policy

CONFLICTS OF INTEREST POLICY

INTRODUCTION

The Growth Stage Limited (“TGS”, “we” and “our”) is committed to maintaining the highest professional standards and principles in providing our services. However, in certain circumstances, conflicts can arise in the course of our business and in these situations we are committed to identifying and effectively managing conflicts of interest.

REGULATION

In compliance with the FCA Handbook, under section PRIN 2.1, Principle 8 (Conflicts of interest), TGS is required to pay due regard to the interests of each client and to manage any conflicts of interest fairly, both between our firm and our clients and between a client and another client. The specific rules for dealing with conflicts of interest can be found in the FCA Handbook under the section titled ‘Senior Management Systems and Controls’ (“SYSC”).

In addition to complying with the FCA requirements we recognise that handling conflicts fairly is a fundamental element of good business practice and is required to assist in maintaining and developing our firm’s business.

SCOPE

This Conflicts of Interest Policy (the, or this “Policy”) seeks to identify the potential conflicts of interest that may arise in TGS’s business, and to describe how the firm takes all appropriate steps, including effective organisational and administrative arrangements, to prevent or manage the conflicts of interest. This Policy, and any related procedures, applies to all directors, employees, consultants (“staff”) and activities undertaken by TGS, including its affiliates, and all members of staff are obliged to act for and in the best interest of TGS and its clients. Failure of any member of staff to adhere to the guidance and objectives laid out in this Policy, may lead to disciplinary action, including summary dismissal for negligence. This Policy is intended to be comprehensive but is not exhaustive.

The purpose of this Policy is to set out TGS’s approach to the FCA requirements in identifying and managing actual and potential conflicts of interest, and to provide a high-level description of the measures to be adopted by TSG to ensure it adheres to its legal and regulatory responsibilities. We will take all appropriate steps to identify, prevent, and manage conflicts of interest through:

Identifying and preventing any potential circumstances which may give rise to conflicts of interest, and which pose a risk of damage to clients’ interests;
Procedures to prevent or control the exchange of information;
Communicating the relevant information and measures to all staff;
Establishing and maintaining appropriate mechanisms and systems to manage those conflicts; and
Maintaining systems at all times in an effort to prevent actual damage to clients’ interests through the identified conflicts.

The Board of Directors (the “Board”) of TGS fully support this initiative and are committed to ensuring that all conflicts between our firm and our clients, and between clients, are managed fairly with no party disadvantaged.

WHAT IS A CONFLICT OF INTEREST?

Conflicts of interest appear in situations where our firm:

Could make a financial gain, or avoid a financial loss, at the expense of a client; or
Has an interest in the outcome of a service provided to a client or of a transaction carried out on behalf of a client, which is distinct from the client's interest in that outcome; or
Has a financial or other incentive to favour the interest of another client or group of clients over the interests of a client; or
Carries on the same business as a client; or
Receives or will receive from a person other than a client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.

IDENTIFYING CONFLICTS

Conflicts of interest may therefore include but are not restricted to interests between:

Our firm and our clients
Our staff and our clients
Two or more different clients
Third parties and our clients
New services / products and our clients
Strategic changes and our clients

We have sought to identify and prevent conflicts of interest that exist in our business and have put in place measures we consider appropriate to the relevant conflict in an effort to prevent, monitor, manage and control the potential impact of those conflicts on our clients. The main conflicts of interest that could arise in relation to our service is that TGS could encourage capital providers and service providers to aggressively promote their services in order that TGS can earn fees.

TGS expects its staff to recognise and escalate to our Compliance Officer any actual or potential conflict of interest that they come across. Equally, staff must not put themselves in a position in which their personal interests, financial or otherwise, might influence or give the appearance of influencing any action taken, judgement made, or advice given on behalf of TGS.

PREVENTING AND MANAGING CONFLICTS

TGS has in place various arrangements, policies and procedures, and monitoring activities, which are designed to prevent conflicts of interest, and which together with training and internal guidance given by our Compliance Officer, are used to help staff identify circumstances which may give rise to potential conflicts of interest and provide them with the necessary tools to manage any such conflicts. TGS has also adopted a general policy of independence that requires all staff to act fully in the best interests of the client, disregarding any relationship, arrangement or interest of any other party that might conflict with the advice or services that they might provide to clients. Examples of arrangements that are in place to mitigate conflicts include:

Staff Contracts – all staff contracts, whether they are employment contracts or general service agreements, include a Conflicts of Interest clause outlining the disclosure requirements in relation to any external positions and interests that they may hold.
Gifts and Corporate Hospitality Policy – TGS provides all staff with a copy of this policy which states that no gift or corporate hospitality must be offered or given with the intention to influence another person to perform their function improperly.
Bribery Whistleblowing Policy - the purpose of this policy is to give staff the opportunity and protection they need to raise concerns internally.
Staff Training – staff are provided with regular training.
Data Protection – the use of any client information is governed by our Terms and Conditions and our Data Protection Policy.
Conflicts of Interest Register – TGS maintains a record of any conflicts of interest (see below for more details).

All staff must consider whether their activities may give rise to a conflict of interest, and to report any instances to our Compliance Officer immediately. Our Compliance Officer, in conjunction with the Board, will promptly investigate and assess the situation, providing advice on how to handle the circumstances.

DISCLOSING CONFLICTS

TGS will adhere to the requirements of SYSC 10.1.9A, for which disclosures should be considered as a measure of last resort to be used only where the effective organisational and administrative arrangements established by the firm to prevent or manage its conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the client will be prevented.

Any disclosure shall contain sufficient information about the general nature or sources of conflict of interest, or both, and the steps taken to mitigate those risks, to allow the client to make an informed decision. SYSC 10.1.8R in relation to rules on disclosures states that the disclosure must:

Be in a durable medium;
Clearly state that the organisational and administrative arrangements established by the firm to prevent or manage that conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of the client will be prevented;
Include specific description of the conflicts of interest that arise in the provision of services;
Explain the risks to the client that arise as a result of the conflicts of interest; and
Include sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the service in the context of which the conflict of interest arises.

Our Compliance Officer will also consult with the Board before any disclosure is signed-off and issued.

If we determine that we are unable to manage a conflict of interest using one or more of the methods described in this Policy, we may decline to act on behalf of a client.

RECORDING CONFLICTS

TGS keeps, and regularly updates, a record of the service or activities in which a conflict of interest has arisen or may arise. If any member of staff identifies a potential conflict of interest, even if unsure, they must raise it immediately with our Compliance Officer who will advise on any actions required. The details of the conflict, the client impact and actions, will be recorded in the Conflicts of Interest Register (the “Register”). Our Compliance Officer provides the Board with written reports in relation to the Register on an annual basis or as required.

ROLES AND RESPONSIBILITIES

The Board is primary responsible for overseeing and controlling the systems, controls, and arrangements in place in relation to conflicts of interest, and for ensuring they are appropriate to the business.

The Compliance Officer is responsible for:

maintaining the Register;
recommending immediate safeguarding measures in response to specific situations involving risks inherent in conflicts of interest;
mapping conflicts of interest and submitting it annually to the Board;
reporting proven breaches of the rules of conduct set out in this Policy to the Board; and
where mitigating actions may not be sufficient, ensuring appropriate disclosures are made to clients in advance conducting new business activities which are impacted by the conflict.

It is the responsibility of all staff to familiarise themselves with the contents of this Policy, to adhere to it and to report to the Compliance Officer any instance of potential or actual conflict of interest.

POLICY REVIEW

This Policy is reviewed regularly, and in any cases at least annually, to ensure that it guarantees an effective safeguard against the main conflict of interest risks that TGS faces. Changes in the external environment that materially affect the firm or charges in the firm’s business strategy or management are included in the review of this document. Our Compliance Officer is responsible for maintaining this Policy and for making recommendations to the Board should any amendments to current arrangements be needed.

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Conflicts Policy