Conflict of interest policy

Conflict of interest management rules in accordance with

Section 27 of Act No. 186/2009 Coll.

1. Introductory provisions

The company Agropoistenie s. r. o., with its registered office at Sartorisova 11, 821 08 Bratislava-Ružinov, Company ID 47 054 701, entered in the Commercial Register of the City Court Bratislava III, Section Sro, Insert No. 87816/B (hereinafter the “Company”), is currently entered in the register of the National Bank of Slovakia as an independent financial agent in the sub-register of insurance or reinsurance under registration number 174367. The Company carries out financial intermediation in its own name under Section 7, or through tied financial agents (hereinafter “PFAs”) under Section 9 of Act No. 186/2009 Coll. on Financial Intermediation and Financial Advisory (hereinafter the “Act”).

The Rules for identifying conflicts of interest contain the main principles and procedures for identifying and resolving conflicts of interest in the Company, as well as of persons who are connected with the Company by ownership or otherwise, in particular for the purpose of identifying a possible conflict of interest, preventing its occurrence and, where applicable, resolving conflicts of interest that have arisen.

The aim of conflict of interest management is that, when providing financial intermediation in the Company, the interests of clients and potential clients, or of third parties (financial institutions, etc.), are not harmed.

2. Statement of relationships within the Company

The statutory body is the managing director of the Company, who is also responsible for financial intermediation and, under Section 25(10) of the Act, is also responsible for the activity of the professional guarantor.

The professional guarantor of the Company is the person responsible, among other things, for monitoring and controlling compliance with obligations by the Company's employees and PFAs under the Act and other laws related to financial intermediation.

A tied financial agent means, for the purposes of conflict of interest, a tied financial agent with whom the company has concluded a cooperation agreement under Section 9 of the Act.

An employee means, for the purposes of conflict of interest, an employee of the company with whom the company has an employment relationship under the Labour Code and who carries out financial intermediation on behalf of the Company,

A client means a potential client and a client within the meaning of the Act on Financial Intermediation.

A branch means a regional representation of the Company, established for the purpose of intermediating financial services for clients.

The Act means Act No. 186/2009 Coll. on Financial Intermediation and Financial Advisory and on Amendments to Certain Acts, as amended.

Intermediation of financial services - an activity defined in the Act in connection with the scope of the Company's authorisation to carry out intermediation activity.

Durable medium - an instrument enabling the Company to store data permanently for a period of time in line with the purpose of the data, and to display the stored data in unchanged form and with unchanged content in the future.

Persons in a relationship with the Company - employees of the Company, partners of the Company, tied financial agents, employees of a tied financial agent, members of the statutory and supervisory bodies of a tied financial agent, partners (shareholders) or members of a tied financial agent, other persons connected with the Company by a relationship of control, members of the Company's statutory body, as well as other natural persons who perform services for the Company and/or are under its control or under the control of a tied financial agent and who participate in financial intermediation and other activity of the Company.

Close persons - relatives in the direct line (i.e. ancestors and descendants), siblings and spouse, as well as another person in a family or similar relationship to the person concerned, whose harm the person concerned would feel as their own harm.

A conflict of interest means in particular a situation where the conduct of relevant persons (i.e. a member of the statutory body, the professional guarantor or an employee of the company), who have or may have a direct or indirect financial, economic or other personal interest in connection with carrying out financial intermediation, can be perceived as a threat to impartiality and independence in connection with providing the financial intermediation service to a client or potential client, or as a possible threat of financial or other property harm to the client or potential client. Likewise where, for any reason, the relevant persons give priority to the interest of another client or another group of clients over the interest of the client

A gift or other benefit - a gift in kind, money, a voucher, or any other benefit that could influence conduct in relation to the client

3. Possible cases of conflict of interest

1. General cases

The Rules for managing conflicts of interest contain rules for identifying a mutual conflict of interest between:

• the Company, its employees and tied financial agents and clients and potential clients,
• the person who controls the company, the statutory body and tied financial agents and potential clients and clients,
• employees among themselves, e.g. when providing various contributions and support to employees and tied financial agents,
• persons carrying out part of the Company's activities on the basis of outsourcing and clients and potential clients,
• clients and potential clients among themselves.

2. Main cases of conflict of interest in connection with insurance intermediation

In connection with insurance intermediation, a conflict of interest arises between the Company and the client, where the Company is motivated to intermediate an insurance contract on the basis of a contract concluded with the insurer(s), which entitles it to a commission for intermediating the insurance contract. This is a case of conflict of interest that cannot be effectively avoided.

Before concluding an insurance contract, the Company informs the Client of the nature of its remuneration provided by the insurer(s) in connection with the insurance contract or a change of insurance. The Company resolves this conflict of interest by consistently observing the rules of professional care when arranging insurance for clients, where the basic prerequisite is a proper assessment of the client's requirements, objectives and needs and compliance with the company's internal rules on the remuneration of the company's employees and tied financial agents.

4. Identifying conflicts of interest and measures to prevent conflicts of interest

When identifying and assessing a conflict of interest, the Company takes into account whether the Company or a person referred to in Article 2 of this document, when providing financial services:

• has an interest in the outcome of the financial service or intermediated transaction that differs from the interest of the client or potential client,
• has an interest in the outcome of the service or intermediated transaction that has the potential to influence the outcome to the detriment of the client
• may make a financial gain or avoid a financial loss at the expense of the client
• has a financial or other incentive to favour the interest of another client or group of clients over the interests of the given client,
• carries out the same business as the client,
• receives or will receive, in connection with a financial service or ancillary service intermediated for the client, from a person who is not the client, a benefit in the form of money, goods or services that is not the usual commission or fee for that service,

The Company has effective measures and procedures in place to prevent and minimise the possible risk of a conflict of interest arising. These measures are proportionate to the size and organisation of the financial agent and the nature, scale and complexity of its business.

The measures for managing conflicts of interest in the Company are:

• it has an organisational structure in place such that the individual organisational units are separated in terms of personnel in a way that effectively prevents unwanted flow of information and its possible misuse (Chinese walls), i.e. effective procedures to prevent or control the exchange of information between relevant employees carrying out activities that present a risk of conflict of interest, where the exchange of such information could harm the interests of one or more clients of the Company,
• it ensures the functional and organisational independence of the individual organisational units, which have sufficient material and organisational conditions for the objective performance of their activity,
• within the internal control system it ensures ongoing supervision of employees and tied financial agents whose main tasks include carrying out activities on behalf of clients, providing services to clients whose interests may be in conflict, or persons carrying out related activities on behalf of the Company,
• the setting of rules for the remuneration of the Company's employees so as to prevent conflicts of interest,
• measures that prevent or restrict the ability of other persons to exercise inappropriate influence over the way in which the relevant person intermediates financial services or ancillary services,
• measures to prevent or control the simultaneous or sequential involvement of the relevant person in the intermediation of financial services or ancillary services, where such involvement may impair the proper management of conflicts of interest,
• training of employees.

The Company's organisational structure must be set up so as to prevent or control the exchange of information between persons carrying out activities that present a risk of conflict of interest. Within the Company these are mainly the following organisational measures:

• compliance with control mechanisms aimed at preventing conflicts of interest (the four-eyes principle),
• physical separation of premises in which confidential information is handled, exchanged or stored from premises that are considered publicly accessible to clients,
• compliance with the “need to know” rule, so that confidential and other non-public information is not provided to employees or tied financial agents who do not need it to carry out their activity within financial intermediation,
• a ban on mutual disclosure of confidential information between employees or tied financial agents, except where necessary for the proper performance of their activity in accordance with legal regulations, and
• in the event of a change in an employee's job assignment, an individual assessment of a possible conflict of interest.

An employee of the Company or a tied financial agent must not offer, give, request or accept any tokens of attention (e.g. gifts, benefits) in connection with carrying out financial intermediation that would cause, or could cause, a conflict of interest and prevent the performance of duties towards the client and the Company. In particular, it is prohibited to provide the client or potential client with benefits of a financial, material or non-material nature, with the exception of small promotional items.

Within the measures to prevent conflicts of interest, the Company further:

• in the case of a contractual relationship, requires the relevant persons to comply with the prohibition of conflict of interest for the duration of the contractual relationship with the Company, and
• in the case of a contractual relationship, requires contractual sanctions from the relevant persons if a conflict of interest arising in respect of the relevant person is proven.

Employees are obliged to notify the professional guarantor of the nature and source of a conflict of interest that has arisen.

The Company keeps and regularly updates records of the types of intermediated financial services in which a conflict of interest has arisen / may arise, which may have caused a risk of harm to clients.

The Company and Persons in a relationship with the Company are obliged to prevent conflicts of interest from arising in accordance with Section 27 of the Act and in accordance with the provisions of other generally binding legal regulations.

5. Disclosure of conflicts of interest

The Company primarily seeks to prevent conflicts of interest by adopting organisational and administrative measures. Disclosure of conflicts of interest to clients is a measure used only where the measures adopted by the company to prevent and manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of harm to clients' interests will be prevented.

 

In such cases the Company informs the client of the conflict of interest in an appropriate manner before providing the financial service.

The notice contains

• information that the organisational and administrative measures put in place by the company to prevent or manage the given conflict of interest are not sufficient to ensure, with reasonable confidence, that risks of harm to the client's interests will be prevented;
• a specific description of the conflict of interest that arises in the provision of financial services;
• an explanation of the general nature and sources of the conflict of interest;
• an explanation of the risks to the client arising as a result of conflicts of interest, and the measures taken to mitigate the risks.

 

The information is provided in sufficient detail to enable the client to make an informed decision on the financial service in respect of which the conflict of interest arises. The Company provides the Client with the information on a durable medium (in writing, electronically) or on the Company's website.