Information on the RBCCM Europe
Conflicts Management Policy

RBC Capital Markets, Europe
March 2024

Information on the RBCCM Europe Conflicts Management Policy

TABLE OF CONTENTS
1.0
PURPOSE OF THIS DOCUMENT ....................................................................................3
2.0
POLICY REQUIREMENTS ...............................................................................................3
3.0
WHAT IS A CONFLICT OF INTEREST? ..........................................................................3
4.0
TYPES OF CONFLICTS...................................................................................................3
5.0
IDENTIFICATION AND ESCALATION OF CONFLICTS...................................................4
6.0
MANAGEMENT OF CONFLICTS .....................................................................................4
7.0
POLICY FRAMEWORK....................................................................................................4
8.0
DISCLOSURE OF CONFLICTS........................................................................................4
9.0
OWNERSHIP AND RESPONSIBILITY FOR THE POLICY ...............................................5
10.0
POLICY REVIEW .............................................................................................................5
11.0
CLIENT ENQUIRIES ........................................................................................................5
ANNEX - POTENTIAL CONFLICTS ...............................................................................................6
1.1
Misuse of Confidential Information .................................................................................... 6
1.2
Misleading a Client ........................................................................................................... 6
1.3“Suitability” of Products and Services ................................................................................ 6
1.4
Inappropriate Gifts/Entertainment to/from Clients & Third Parties....................................... 6
1.5
Inappropriate Inducements to/from Clients & Third Parties ................................................ 6
1.6
Payment for Order Flow (“PFOF”) ..................................................................................... 6
1.7
Inappropriate Research Analysis or Inappropriate Use or Disclosure of Research.............. 7
1.8
Allocation and Pricing of Securities ................................................................................... 7
1.9
Best Execution ................................................................................................................. 7
1.10
Anti-Competition and Anti-Trust...................................................................................... 7
1.11
Submission to and Manipulation of a Financial Benchmark/Reference Price .................... 7
1.12
Personal Investments..................................................................................................... 7
1.13
Outside Business Interests............................................................................................. 8
1.14
Other Personal Relationships ......................................................................................... 8
1.15
Hiring Practices/Recruitment .......................................................................................... 8
1.16
Inappropriate System Access ......................................................................................... 8
1.17
Investment Banking Activities ......................................................................................... 8
1.18
Intra-Group Relationships............................................................................................... 8

Page 2

Information on the RBCCM Europe Conflicts Management Policy

1.0

PURPOSE OF THIS DOCUMENT
This document sets out information on the Conflicts Management Policy (the “Policy”) and arrangements utilised
in respect of the identification, prevention, and management of conflicts of interest (“Conflicts”) for the following
legal entities operating in Europe: Royal Bank of Canada; RBC Europe Limited, and RBC Capital Markets(Europe) GmbH together ref erred to as “RBCCM”, “we”, “us” or the “Firm”.
This document is published and updated as necessary on our website at:https://www.rbccm.com/assets/rbccm/docs/legal/information-on-the-rbccm-conf licts-management-policy.pdf

2.0

POLICY REQUIREMENTS
Where we conduct business in varying capacities, it is recognised that Conflicts may arise. We are required totake all appropriate steps to identif y Conf licts between:▪

us, including our managers, employees and appointed representatives (or where applicable agents), or
any person directly or indirectly linked to us by control, and you; or▪

you and another client.

Additionally, we must maintain and operate effective organizational and administrative arrangements with a viewto taking all reasonable steps to prevent Conf licts f rom adversely af f ecting your interests.
Finally, where arrangements made by us to manage Conflicts are not suf ficient to ensure, with reasonableconf idence, that risks of damage to your interests will be prevented, then we shall clearly disclose the generalnature or sources of Conflicts, or both, and the steps taken to mitigate those risks before undertaking businesson your behalf .

3.0

WHAT IS A CONFLICT OF INTEREST?
The Policy defines a “Conflict of Interest” or “Conflict” as “any situation where we or our employees, when
undertaking our business activities, act or have an incentive to act in a manner which is inconsistent with the
obligation or duty to act f or the benef it of our clients.”
Conf licts may arise in various scenarios including new transactions, business proposals, and initiatives where
we, or our employees:

4.0▪

are likely to make a f inancial gain (or avoid a loss) at your expense;▪

have an interest in the outcome of a service provided to you or a transaction carried out on your behalf,
which is distinct f rom your interest;▪

have a f inancial (or non-f inancial) incentive to f avour the interest of another client or group of clientsover your interests;▪

carry on the same activity or business as you; or▪

receive or are likely to receive from a person other than you an inducement related to a service provided
to you, in the f orm of monetary or non-monetary benef its or services.

TYPES OF CONFLICTS
The main Conf licts that might arise include Conf licts between:▪

RBCCM and our Client(s);▪

RBCCM and our employee(s); and▪

Our employee(s) and our Client(s).
Page 3

Information on the RBCCM Europe Conflicts Management Policy
In addition, as we are a member of the Royal Bank of Canada Financial Group (“the Group”), Conflicts may arise
as a result of the structure and business activities of other members of the Group.
The Annex to this document provides examples of the types of Conflicts which have been identified as potentiallyapplicable to RBCCM.

5.0

IDENTIFICATION AND ESCALATION OF CONFLICTS
It is of paramount importance that all of our employees are f amiliar with the types of Conflicts which may exist
across RBCCM and consider the applicability of these Conf licts to their particular business area.
Where a potential Conflict is identified by an employee, that employee is required to escalate details of theConf lict to the applicable Business Desk Head/SMF Manager and Compliance whereupon the Conflict will beassessed. Conf licts may be f urther escalated to Senior Management or f orums such as the Reputation andCompliance Committee (“RACC”) and Reputation Risk Oversight Committee (“RROC”) f or consideration.
Our employees are also made aware that should they wish they can escalate an actual or potential Conflict inaccordance with our Whistleblowing procedures.

6.0

MANAGEMENT OF CONFLICTS
We will only conduct business when an actual or potential Conflict can be prevented or appropriately managed.
This will occur when we have reasonable confidence that the risk of damage to your interests will be prevented
by the steps that have been implemented to mitigate the identified Conflict. Under certain circumstances
additional disclosures may be required.

7.0

POLICY FRAMEWORK
Conf licts applicable to our business are managed by a number of Policies both on a RBC Financial Group and
RBCCM level, underpinned by the RBC Code of Conduct.

8.0

DISCLOSURE OF CONFLICTS
As part of the Conflict assessment process, senior business management alongside Compliance and Legal are
required to determine whether it is appropriate to disclose the relevant Conflict to you. If arrangements made by
us are not suf ficient to ensure, with reasonable confidence, that risks of damage to your interests will be
prevented, then we shall clearly disclose the following to you bef ore undertaking business on your behalf :▪

the general nature or sources of the Conf licts, or both; and▪

the steps taken to mitigate the risks of those Conf licts.

This disclosure will:▪

be made in a durable medium; 1▪

clearly state that the organizational and administrative arrangements established by us to prevent ormanage that Conflict are not sufficient to ensure, with reasonable confidence, that the risks of damage
to your interests will be prevented;▪

include specific description of the Conflicts that arise in the provision of investment services or ancillary
services;▪

explain the risks to you that arise as a result of the Conf licts; and1 Defined as any instrument (e.g. paper or email) which enables the recipient to store information addressed personally tothem in a way accessible for future reference for a period of time adequate for the purposes of the information and whichallows the unchanged reproduction of the information stored.

Page 4

Information on the RBCCM Europe Conflicts Management Policy▪

include sufficient detail, taking into account the nature of our relationship with you, to enable you to takean inf ormed decision with respect to the service in the context of which the Conf lict arises.

Examples of our disclosures made to you include, amongst others, our Terms of Business, the RBCCM Global
FICC Client Notice, term sheets, and transaction specif ic letters.

9.0

OWNERSHIP AND RESPONSIBILITY FOR THE POLICYThe Policy is co-owned by European Business Heads across RBCCM and Compliance.

10.0

POLICY REVIEW

We conduct an annual review of the Policy or more f requently if required.

11.0

CLIENT ENQUIRIES

Should you have any enquiries in relation to this document or the Policy please contact your usual businesscontact.

Page 5

Information on the RBCCM Europe Conflicts Management Policy

ANNEX - POTENTIAL CONFLICTS
The f ollowing are examples of actual and potential Conflicts which may exist between us, our employees, andour clients.

1.1

Misuse of Confidential Information

In the course of their everyday work, our employees may learn of Conf idential (including Inside Inf ormation)
pertaining to the business of RBCCM or our clients; such inf ormation must not be misused.
Where appropriate, physical and technological Information Barriers are established to further control the flow ofsuch inf ormation and promote the separation of the dif f erent business activities of RBCCM.
When one or more of our business units is in possession of, or may gain access to, Inside Information in relation
to a transaction which has not been publicly announced, we may restrict research, sales and trading in order toavoid the possible appearance of misusing the inf ormation by placing it on the Restricted List.

1.2

Misleading a Client

We have a duty to ensure that any information provided to you is accurate and truthful. Inf ormation provided toyou should also be presented in a manner that is f air, clear, and not misleading. Our employees are remindedthat it can be considered to be market abuse if the inf ormation provided by us gives, or is likely to give, amisleading impression in respect of a financial instrument or related investment, by a person who knew, or could
reasonably be expected to have known, that the inf ormation was f alse or misleading.

1.3“Appropriateness” and “Suitability” of Products and Services

We may only assume you have the necessary knowledge and experience in relation to those products orservices for which you have been classified as a Professional Client or Eligible Counterparty. If you have beenclassified as an Elective Professional Clients, we may assume that you have the necessary knowledge andexperience only in relation to those particular services or transactions, or types of transaction or product, forwhich you have been opted up. Where you have not opted up in relation to a class of financial instruments, weare prohibited f rom dealing with you in relation to that class of f inancial instrument.
Firms providing personal recommendations or investment advice tailored to the specific needs of clients(including Professional clients and Eligible Counterparties) need to assess the “suitability” of the investment
advice given. Our employees are not permitted to provide investment advice to you, as we deal with clients on
a non-advised, execution-only basis and do not act in the capacity of investment adviser or as a f iduciary to ourclients.

1.4

Inappropriate Gifts/Entertainment to/from Clients & Third Parties

It is recognised that gifts and entertainment are of fered in the normal course of business; however, we do not
permit gifts or entertainment to be given or accepted if they are, or appear to constitute an ef f ort to obtainbusiness by improper inf luence.

1.5

Inappropriate Inducements to/from Clients & Third Parties

Our employees are prohibited f rom providing or receiving any inducement (including f ees, commissions, andnon-monetary benefits) in relation to an investment service provided to a Professional client unless the payment
is categorized as an acceptable inducement.
The over-arching principle when accepting or providing inducements from or to clients and third parties is that
our employees should ensure that they act honestly, fairly, and professionally, in the best interests of the client,and that they manage any potential Conf licts arising f rom accepting or paying the inducement.

1.6

Payment for Order Flow (“PFOF”)
Page 6

Information on the RBCCM Europe Conflicts Management Policy
PFOF is the practice of an investment f irm that executes client orders (typically a broker) receiving af ee/commission not only from the client originating the order but also from the counterparty with whom the tradeis then executed (typically a market maker) and no genuine service to the other counterparty is being provided
or nor would it be seen to be acting on such counterparty's behalf .
Our employees are strictly prohibited from the practice of offering or accepting such payments. For the avoidanceof doubt, PFOF is not permitted even where we are dealing with Eligible Counterparties.

1.7

Inappropriate Research Analysis or Inappropriate Use or Disclosure of Research

The credibility and integrity of RBCCM Research is a cornerstone of our business model and the goal of the
Research Department is to produce high quality analysis that adds value to clients. Specific policies exist toaddress the duties and responsibilities of our Research Analysts and to promote the production of independent
analysis.

1.8

Allocation and Pricing of Securities

We have in place systems, controls, and procedures for identifying and managing Conflicts in relation to offeringsof securities managed by the Firm.

1.9

Best Execution

We owe an obligation to take all appropriate steps to obtain the best possible result for our Clients, taking into
account price, costs, speed, likelihood of execution and settlement, size, nature and/or any other consideration
relevant to the execution of an order or any other scenario where Clients place legitimate reliance on us toprotect their interests. For further information, please refer to Information on the RBCCM Europe Best Execution
Policy which is published at:https://www.rbccm.com/assets/rbccm/docs/legal/inf ormation-on-the-rbccm-best-execution-policy.pdf

1.10

Anti-Competition and Anti-Trust

RBCCM seeks to ensure fair business practices are f ollowed wherever we do business. Many countries where
we do business have laws to promote fair competition and reduce monopolistic (or anti-competitive) activity. At
RBCCM, our employees are required to comply with applicable competition and anti-trust laws.

1.11

Submission to and Manipulation of a Financial Benchmark/Reference Price

All inf ormation submitted by RBCCM in connection with a financial market benchmark must rep resent an honest
and accurate assessment of the rate and be f ree f rom any undue or improper inf luence.
Conf licts in relation to Financial Benchmarks are reviewed by the relevant executive committee such as theEuropean Trading Market Risk Committee (“ETMRC”), and the European and Asian GED Index Committee.

1.12

Personal Investments

Employees are able to make a variety of personal investments, but must comply with RBCCM’s policies andprocedures relating to personal account dealing, managed accounts, private placements and other types ofprivate investments.

1.12.1

Personal Account Dealing

Dealing in both RBC and third party securities by employees is to be conducted in accordance with the RBC
Code of Conduct and RBCCM Global Policy on Personal Trading.

1.12.2

Private Investments/Placements
Page 7

Information on the RBCCM Europe Conflicts Management Policy
All Private Investments or Private Placements must be conducted in accordance with the RBCCM Global Private
Investments Policy. A Private Placement or Private Investment includes any investment in securities which is
not executed through a securities market such as a stock exchange, automated quotation system or over-thecounter market, and includes any securities obtained by prospectus exception, including tax shelter private
investments, private placements, hedge funds, limited partnership investments or closely held corporations,investment in property development or rental ventures of fered by or operated with third parties, private
investment opportunities offered by RBC or a previous employer, new offerings of unregistered securities andinvestments in a private company. For the avoidance of doubt, a Private Investment will include a share or any
other f orm of ownership in any entity or partnership, including a limited liability partnership.

1.13

Outside Business Interests

To ensure that the personal interests of employees do not conflict or appear to conf lict with the interests of
RBCCM or its clients, employees are prohibited from outside employment, compensation or other businessactivities, unless they obtain express written permission f rom RBCCM .

1.14

Other Personal Relationships

Employees are made aware that it is possible for other personal relationships to have an effect on their work at
RBC. For example, non-business relationships with other RBC colleagues, and f riends or f amily members
working for the Firm’s regulators, auditors, or a company that does or seeks to do business with RBC as an RBC
client, competitor, or supplier. Employees are required to escalate any such relationship that may present an
actual or perceived Conf lict to their supervisor or Compliance f or review.

1.15

Hiring Practices/Recruitment

Employees are required to conduct all hiring and recruitment of employees and contractors in a transparent andf air way, and no decision should be made to on-board an employee or contractor with the intention of obtaining
a benef it in return for example, securing a business opportunity for RBC. This restriction also extends to interns,
graduates, and work experience candidates.
Procedures have been established to identify, during on-boarding, whether a candidate is connected/related toa client. Caution should be applied where a connection has been identified, and where necessary discussedwith Compliance to ensure there are no Conf licts or bribery and/or corruption concerns.

1.16

Inappropriate System Access

RBCCM has a f ramework in place to prevent RBCCM employees abusing inappropriate access to RBC systems,
applications, trading books and inf ormation f or the purposes of f acilitating market abuse and unauthorized
trading.

1.17

Investment Banking Activities

RBCCM has policies and procedures in place to identify and manage potential or perceived conflicts of interest
that may arise as a result of activities undertaken by RBCCM’s Global Investment Banking division.

1.18

Intra-Group Relationships

RBCCM has business interactions with other parts of the RBC Financial Group in terms of operating globally
integrated businesses and cross selling RBC products. These interactions may give rise to potential Conflicts
as outlined in the examples below.

1.18.1 RBCCM Relationship with Wealth Management
RBCCM distributes certain products through Wealth Management (“WM”), for example, structured notes sold to
WM retail clients. RBCCM’s use of WM as a distribution channel creates potential Conflicts as RBCCM may be
incentivized to provide beneficial treatment to WM to the detriment of other clients. Arrangements are in place
to manage such risks.
Page 8

Information on the RBCCM Europe Conflicts Management Policy

1.18.2 Transmission of Orders to Affiliates
Where client orders are passed to RBCCM af f iliates in other locations, such orders must be executed inaccordance with the RBCCM Europe Best Execution Policy and the RBCCM Europe Order and Transaction
Management Policy in order to ensure no preferential treatment is given to RBCCM affiliates to the detriment ofclients.
End of document

Page 9