Purpose and content summary

This policy sets out RIV Technologies’ arrangements in connection with the identification, documentation, escalation and management of conflicts of interest, including where such conflicts of interest arise in the context of activities related to the advisory services provided by RIV Technologies. This policy applies to all employees and management of RIV Technologies.

Failure to manage conflicts of interest properly could lead RIV Technologies to reputational risk, legal or regulatory action and sanctions, as well as disciplinary actions.

General measures for the management of conflicts of interest

RIV Technologies enforces organizational separation measures (commonly referred to as “Chinese walls”) to delineate responsibilities, ensure physical separation between various services, and safeguard the autonomy of individual business units. The Chief Executive Officer (CEO) is responsible for overseeing the clear distinction between the departments under his management. This oversight aims to minimize conflicts of interest while ensuring compliance with legal regulations, governing rules and internal procedures.

Specifically, the CEO must:

All staff members are informed of internal procedures designed to mitigate potential conflicts of interest and manage personal transactions.

Record Keeping Measures

Procedures are in place to ensure proper record-keeping, providing evidence to validate the terms of any client order or other directives and their corresponding actions taken by RIV Technologies. This record-keeping also identifies any potentially market-abusive behaviors, even when the company trades on its behalf.

Information Barrier Measures

Actions have been implemented to create informational barriers, aiming to prevent or control the exchange of information between parties involved in activities that pose a conflict of interest risk. This ensures the interests of RIV Technologies’ clients are not compromised. Such measures guarantee segregation by activity sectors to prevent the circulation of this information among individuals involved in various capacities within their professional roles.

Specific measures for the management of conflicts of interest

This policy is tailored to address the specific services offered by RIV Technologies and the potential conflicts of interest that may arise from these services. The services include:

RIV Technologies has identified the following potential conflict of interests, that will be subsequently analyzed. For each conflict of interest, strategies to mitigate and/or eliminate the conflict of interest will be devised.

Conflicts related to Virtual Assets

The following conflicts of interest arise in the realm of the services that RIV Technologies gives related to Virtual Assets.

Mitigation Strategy: Employees and management must declare their holdings in virtual assets to the Compliance Department upon joining the company and update this record annually or upon acquiring a significant amount.

A predefined threshold for what constitutes a “significant” holding should be established. Any holdings above this threshold must be explicitly reported and monitored. The threshold is established to be AED 2,000,000 (two million United Arab Emirates Dirhams).

A mandatory waiting period will be imposed between the time when a company decision is made about a particular virtual asset and when an employee or management member can trade that asset. The mandatory waiting period is established to be 15 calendar days from the date of the company’s decision.

In situations where advisory services are provided concerning a particular virtual asset, clients should be informed of any significant holdings by the company’s employees or management in that asset.

Mitigation Strategy: All employees and management are required to report any gifts, hospitality, or other forms of remuneration they receive from third-party blockchain companies to the Compliance Department within five business days of receipt of the relevant gift.

In situations where the integrity of the company’s decision-making could be called into question, a strict no-gift policy could be enforced. Individuals who have received gifts or other forms of remuneration from a third-party blockchain company should recuse themselves from any company decisions related to that third party to avoid potential bias.

Mitigation Strategy: All employees are required to disclose any personal relationships they have with clients or third-party service providers to their immediate supervisor and the Compliance Department.

If an employee has a personal relationship with a client or third-party service provider, they should recuse themselves from any professional decisions concerning that party. If necessary, tasks or projects can be reassigned to another employee without such connections.

In instances where an objective decision cannot be reached due to the personal relationship, an independent third-party can mediate or make the final decision.

Conflicts related to the Board of Directors and Related Parties

The following conflicts of interest arise in the realm of transactions with related parties. “Related Parties” means the Chairman of the Board of Directors, the members of the Board of Directors, members of Senior Management, staff, and the companies in which any of such entities owns ten percent (10%) or more of its share capital or other ownership interest, as well as the subsidiaries or affiliate companies of such companies.

Mitigation Strategy: RIV Technologies may not enter into transactions with Related Parties without the prior written consent of the board of directors where the value of the transaction exceeds five percent (5%) of the issued share capital of RIV Technologies. Furthermore, if there is a significant change to such transactions, the further written consent of the board of directors is required before RIV Technologies may enter into a transaction with changed terms.

The Related Party who has an interest in a transaction as described hereunder is prohibited from participating in voting in terms of the decision taken by the board of directors in respect of such a transaction.

In addition to the above, please refer to the relevant provisions of the RIV Technologies board policy regarding conflict of interest related procedure for the board of directors.

Disclosure

When the organizational or administrative measures adopted by the company to manage conflicts of interest are insufficient to ensure that the risk of harming client interests is avoided, RIV Technologies FZE will clearly inform the clients (disclosure).

Disclosures of conflicts of interest must be made in due advance, in a durable form, and include sufficient details to enable a client to make an informed decision regarding the RIV Technologies’ service in the context of which the conflict of interest arises. The assessment of which disclosure is more appropriate will depend on the individual facts and circumstances including, for example, the nature of the conflict of interest; the knowledge and experience of the affected parties in relation to each other; and the type of transaction.

Specifically, the communication:

This description elaborates in sufficient detail:

If it’s deemed that the conflict isn’t neutralized by the general information provided in the aforementioned section, prior to executing any transaction generating such conflict, RIV Technologies:

Identification of Conflicts of Interest

RIV Technologies FZE has established a comprehensive process for the identification of conflicts of interest to ensure that all potential and actual conflicts are promptly recognized and addressed. This process includes:

Management of Conflicts of Interest

When a conflict of interest is identified, it will be promptly escalated to the Compliance Officer and the Board of Directors for further evaluation and resolution.

Measures to manage conflicts of interest may include, but are not limited to, implementing information barriers, segregating duties and responsibilities, and recusal of individuals from decision-making processes where a conflict exists.

In cases where senior managers hold multiple positions across the group, clear guidelines will be established to prevent any undue influence or bias in decision-making processes.

Where conflicts of interest cannot be adequately managed through internal measures, full disclosure will be made to affected parties. This will allow them to make informed decisions regarding their involvement in any transactions or activities where a conflict of interest exists.

All employees, particularly those in senior management positions, will receive regular training on identifying and managing conflicts of interest. This training will emphasize the importance of transparency, ethical conduct, and adherence to the company’s policies and procedures.

The effectiveness of the Conflict of Interest management framework will be regularly reviewed and monitored by the Compliance Officer. Any identified gaps or areas for improvement will be addressed promptly to ensure ongoing compliance with regulatory requirements and best practices.

Conflict of Interest Register

RIV Technologies FZE has established a Register to continuously record specific instances of conflicts of interest that arise during the provision of services. These records will assist the relevant authority in ensuring compliance with Virtual Assets Regulatory Authority’s regulations. The Compliance and Anti-Money Laundering Office is responsible for its updates.

To enhance transparency and accountability, the Conflicts of Interest Register will be updated to include detailed records of each identified conflict of interest and the corresponding remedial measures taken to address it. This update will ensure that the register serves as a comprehensive record, providing clear and accessible information on how conflicts are managed within the company.

Policy Update and Reporting

The content of this Policy and its related client summary document is updated and presented for prior approval to the Board of Directors at least annually or whenever there is a significant change that creates or can create new conflicts of interest. The Chief of the Compliance and Anti-Money Laundering Office provides consultation and support in identifying and managing conflicts of interest and regularly monitors the effectiveness of the measures adopted to detect and, if appropriate, rectify any deficiencies.