Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698061043094.pdf (Liberia)
Centra Corporate Finance Ltd. Rules of Procedure in Proprietary Trading Published 22nd of March 2011 Centra Corporate Finance Ltd. – Rules of Procedure in Proprietary Trading -­‐ 22nd of March 2011 Rules of Procedure in Proprietary Trading Centra’s Corporate Finance Ltd. rules regarding dealing in financial instruments on own account, employee dealing in financial instruments, separation of actions etc.

1.
1.

Objective The objective of these rules is to prevent conflict of interests in the operations of Centra Corporate Finance Ltd. (hereafter Centra), increase credibility and contribute towards impartiality in handling and processing of cases.
The aim of these rules is to prevent conflict of interests between Centra´s customers and its dealing in financial instruments on own account, the dealing of owners of dominant position in the financial undertaking, managers, employees and the spouses of aforementioned.

Centra´s employees and managers should always watch out for the interests of the clients and maintain the principle that clients’ interests are also the company‘s interests.
Furthermore, Centra´s employees should refrain from any indication that the transaction is in conflict with client interests.

Centra´s employees and managers should also keep in mind that Centra can demand that transactions on behalf of employees and managers that Centra considers suspicious, will be reversed and/or the profit of these transaction confiscated.

These rules must be accessible for Centra´s clients.
Centra Corporate Finance Ltd. is licensed by The Financial Supervisory Authority (FME) as a brokerage firm and operates under the supervision of FME in accordance with law no.

87/1998, on official supervision of financial operations.

By issuing these rules, Centra is meeting requirements laid down in article 5, 6, 8 and 18 in Act no.

108/2007 on Securities Transactions.

2.

Scope These rules apply as appropriate to board members, i.e.

principal and alternate and all employees of Centra.
These rules also apply to the families of those previously mentioned.

By family we mean spouse (partner) and other relatives that have lived in his home for at least one year from the date of the business transaction and dependent children.

The provisions of the rules regarding employees apply in all cases where an employee trades on behalf of a spouse.

The compliance officer should be informed if the spouse works for another financial institute that has rules of procedures approved by FME.
The trading on behalf of the spouse should in those cases go through that firm, but these rules apply otherwise as appropriate including the business transaction being reported to the compliance officer.

When these rules refer to Centra´s employees it means previously mentioned group of employees and their families excluding the board of Centra.
All employees and their spouses must sign a declaration which says that they have studied the rules and commit to being subjects to the rules, including that they accept the penalties mentioned in article 9 of these rules.

These rules also apply to holding companies owned by previously mentioned parties and companies where they can directly or indirectly, under cover of ownership or board membership, make a business decision that are subjects to these rules.
Holding company refers to a company which is solely owned by a party or parties that are subjects to these rules.

When these rules mention employees the same goes for holding companies unless otherwise mentioned.

These rules do not fully cover all the content that they apply to.

The previously mentioned law on securities transaction applies otherwise as appropriate.

2 3.
2 3.

Definitions Chinese walls: Measures taken, tangible and/or intangible, that aim to prevent confidential information leaking between employees or outside Centra, as well as to prevent all types of conflict of interests.

Tangible measures are separation of different divisions, such as by location and internal structure of the premises, e.g., arrangement of desks, data storage etc.
Intangible measures are informing employees about rules that apply to handling of confidential data and reinforcing the knowledge for example with presentations.

Securities: Any transferable security negotiable on the capital market for cash settlement or cash equivalents, such as transferable document for ownership other than real estate or individual liquid asset, such as stocks, bonds, subscription rights, exchangeable securities and convertible securities.
Derivatives: Contract where the settlement provision is based on changes in certain factor in a certain timespan such as interest rates, exchange rates, securities prices, securities index or commodities prices.

Financial instrument: The concept financial instrument as it is defined in act 108/2007 on Securities Transactions such as securities and derivative contracts.

The rules apply to employee transactions with financial instruments and foreign currencies.
Any reference to securities transactions in these rules is meant to cover transactions with both.

Currency purchase meant to be a payment for product or service or due to traveling abroad is not subject to these rules.

The rules apply to all financial instruments as defined in act 108/2007 on Securities Transactions.

Included in financial instruments are securities, derivatives, shares in mutual funds, money-­‐market instruments and transferable mortgage rights and liquid assets.

4.
4.

Separation (Chinese walls) 4.1.

Tangible separation Centra rents its premises from Capacent ltd. Centra´s operations are independent, separated in information system and premises from Capacent´s operations.

4.2.

Outsourcing of services Centra is authorized to outsource accounting, reception, internal audit, compliance and legal advisor to Capacent ltd. or other none related company.

4.3.
4.3.

Safety-­‐ and protocol rules Centra´s employees should keep those following safety-­‐ and protocol rules in mind in order for the rules of Chinese walls to be effective.

This is not a comprehensive list, but in addition employees are advised to read chapter XII in act 108/2007 on Securities, regarding handling of insider information and insider trading and FME rules no.

987/2006 on the same topic.

1.


It is everyone´s responsibility that the handling of insider information is in accordance with law and regulations regarding handling of insider information and in accordance with provisions of the law regarding bank confidentiality.
2. Insider information and other confidential information must be kept within as restricted group as possible and that information only shared with those within the company that need the access and the information is provided by appropriate employee based on his job, position and obligation and that it is previously approved by the head of the division.

3.

Envelopes and other packaging marked as confidential should only be opened by the one it´s addressed to or his superior officer.

3 4.
3 4.

Everyone that has insider information is obligated to make sure they do not leak to unauthorized parties.

Unauthorized parties are those that do not necessary need the information for the sake of their job or position within the company.

5.

All insiders that have in their possession data containing insider information, in paper or electronic, are obligated to preserve it in a manner that prevents unauthorized parties from accessing it or realizing what type of information this is.
As appropriate considering the data, written documents should be kept in locked cabinets and electronic data saved in an area where only authorized parties can access it.

6.

All reproductions of confidential information containing insider information should be kept to a minimum and same care taken in their storage as with the original documents.

7.

All distribution of insider information outside Centra must be approved by the supervisor of the employee in question or the managing director.

8.
8.

The sender of insider information must be certain that the information only reaches the intended receiver.

9.

All computers must be turned off at the end of the day or care taken so that unauthorized parties cannot access them, i.e.

by locking them.

Passwords should be kept in a way such as only the authorized user can access it.

10.
10.

Employee must lock his computer and make sure that all documents in his area are stored in a way so that no one can easily access them if he leaves his workspace for a period of 5 minutes or more.

11.

Employees must ensure that access restrictions achieve the objectives whether it is towards other employees or outsiders.

12.

Employees should avoid getting into the situation where they can access insider information.

4.4.

Data storage 4.4.1.


Electronic data Only Centra´s employees have access to the company´s computer systems along with those employees of Capacent that need to be able to access certain information due to outsourcing of certain tasks.

Employees get passwords so they can read and/or work with electronic data.

Passwords should be changed on a regular basis.

Employees should save confidential material in a defined area that they have been assigned and only a limited group has access to.
Standard documents, which are not considered confidential, can be saved in a drive where an undefined group can access them.

4.4.2.

Documents Originals should be stored in a locked cabin by the archivists who are responsible for storage of documents and providing access to the file cabin.

Access to the filing cabinet should be limited to few employees that should be present when individual employees wish to access information in the filing cabinet.
Originals should generally not be handed over from the filing cabinet, but if it should come to that, the name of the receiver should be recorded and where appropriate the receiver should sign for the receipt.

Employees should always store essential papers in closed, and where appropriate, locked cabinet at the end of the day.

4.4.3.

Access restrictions There are access restrictions to Centra´s work area both towards outsiders and Capacent’s employees.

4 5.
4 5.

Securities transactions of employees, spouses etc.

5.1. Business procedure Centra´s employees must inform the compliance officer in writing about intended business with financial instruments in order for the compliance officer to assume a stance in regard to the transaction.

If the transaction is not completed that same day, the employee should confer again with the compliance officer.
Despite the compliance officers stance in regards to the transaction before they take place, the employee is solely responsible for the transaction.

5.2.

Participation in share offerings Employees are not permitted to participate in financial instruments offerings that Centra handles for issuers unless the issuer request offers for shares at a fixed price but not offers for individual financial instruments, rate or interest rate and where those that first sign on do not get priority.
In those offerings employees must submit their offering on the first day of the offering.

Compliance officer is authorized to further limit employee participation in those offerings or prohibit it altogether.

5.3.
5.3.

Consulting and research Employees that work as professional advisors or confidant to issuers of financial instruments are prohibited to do business with financial instruments of the issuers in question or financial instruments related to them, from the time they start their work until three months after they finish their work unless their work ends with a public issuance of information such as prospectus or announcement to regulated securities market or Multilateral Trading Facility.
If they have had access, temporarily or generally, to insider information, such advisors are considered insiders at the issuer in question and are subject to rules that apply to them.

Employees are prohibited to use Centra´s internal analysis to profit in business if the findings of the analysis are not publicly accessible.

5.4.
5.4.

Financial instruments owned by employees when they start working for Centra Employees must inform compliance officer of all securities owned by them when they start working for Centra.

Furthermore, the compliance officer must be informed about all securities owned by the employees when these rules take effect.

6.
6.

Trading of board members and persons owning a qualifying holding Board members (primary and alternate) and persons owning a qualifying holding in Centra must perform their trading in a manner such as not to arouse neither suspicion nor loss of credibility or cast a shadow on their or Centra´s reputation.

Same supervision applies to these trading as employee trading and the same applies to Centra´s auditors and as appropriate consultants hired on a permanent basis.
Same rules apply as appropriate to the spouse of persons owning a qualifying holding in Centra.

All trading on behalf of persons owning a qualifying holding in Centra and their spouses is under the supervision of Centra´s board which should regularly get information regarding the trading.

7.

Compliance officer 7.1.


Position and role 5 A compliance officer should be appointed or hired by the board of Centra to supervise the implementation of the provisions in the rules, initiate interpretation of the rules and make decisions in accordance with the rules.

The compliance officer shall also conduct in house promotion and continuing education in regards to the rules.
The compliance officers trading shall be supervised by internal auditor that follows the general rules stipulated in those rules.

The compliance officer shall be independent in his work and be a subject to the board.

7.2.

The scope The compliance officer shall have access to all information relevant to his work and all Centra´s employees must provide him with all information he requests as soon as possible.
All employees are under the obligation to inform the compliance officer immediately if they become aware of rules being violated.

The compliance officer shall make a stance regarding employee trading before they take place and make sure that all provisions of the rules are met.
Monthly business summary shall be kept where information regarding trading in financial instruments is recorded such as purchase price, sale price, when the trading was completed, who handled the trading and who was the counterparty.

The compliance officer must have an overview over Centra´s projects in order for him to be able to reach a conclusion whether employee trading with securities in question is suspicious.
In order for the supervision of the compliance officer to be effective, Centra´s employees must inform the compliance officer in writing about analysis available within the company which have not been made public.

The compliance officer can prohibit employee trading with certain securities without any explanations needed nor any time limit provided.

He can also temporarily prohibit transactions that are related to internal analysis of a company which has not been made public.
The compliance officer grants exemptions that are permitted according to the rules and keeps records of them.

The compliance officer shall keep records over complaints from customers and direct them to the right parties.

6 8.

Penalties and etc.

Violation of these rules can result in penalties in accordance to act no.

108/2007 on Securities Transactions.

Violation of the rules can also lead to reprimand or dismissal.
The compliance officer must inform all violation of these rules to the board of Centra or to the managing director as appropriate.

The board shall forward to FME all information it receives about violations of these rules.

Transactions that violate these rules shall be reversed if possible, otherwise actions should be taken to confiscate all profit and return it to Centra or where appropriate to a third party.
These rules become effective when the board of Centra has signed the rules and FME has verified them.

Reykjavík 22nd of March 2011 The Board of Centra Corporate Finance ltd.

These rules are translated from an Icelandic version.

In case of divergencies or inconsistencies between the two documents the Icelandic text shall prevail.

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