DIAMAN Partners Limited Code of Conduct
Regulatory context
The Code of Conduct (“the Code”) of Diaman Partners Limited (“the Company”) is set out below. The Company is an authorised and regulated by the MFSA as a Category 2 Licence Holder to provide the following Investment Services:
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Investment Management
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Reception and Transmission of Orders
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Execution of Orders on behalf of other persons
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Investment Advice
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Placing of Instruments without a firm commitment basis
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Nominee
To Retail Clients and to Professional Clients (excluding collective investment schemes).
I. Introduction
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Purpose of implementation the Code of Conduct.
Long-term success in business and in personal life is impossible without professing and obtaining in life ethical values. The code was issued to define the Company’s values which ensures a strengthened positive culture and high ethical standards across all employees. The purpose for the Code is to be the guidance of the responsibilities for Board of Directors and all officers.
The code of conduct herein is meant to build the trustworthiness and professional environment within the Company. Adherence to this code is of fundamental importance for the Company’s efficient operation, trustworthiness and reputation, as well as avoid certain unwanted mis-behavior. The building of business relationships must be based on these ethical principles.
2. Scope
The Aim of this document is to ensure that you understand and work within a framework that enables the Company to deliver professional, ethical and appropriately the Company’s business activities, at all times. The Code is to be considered as the corner stone on which we build our network of services and the engagement among employees.
This document applies to all employees, including those in their probationary period.
II. The Values
1. Accountability
Accountability means taking responsibility for the work done. The Employee should not try to avoid the consequences of his/ her actions. All employees in accordance with their respective functions and duties, shall ensure the facts relating to the Company’s operations and the transactions that are put in place during the course of the business activities and represented in a correct and timely manner. Meaning that, all employees, are required to account for one’s actions. Moreover, accountability is linked to considering carefully, and being open to challenge in relation to one’s choices concerning how work is carried out ensuring timeliness, efficiency and effectiveness as well as open to knowledge sharing among co-workers.
2. Confidential information protection
From time to time, the Company acquires confidential data, documentation and information regarding which at times is not in the public domain. Moreover, personal information is being protected by privacy law. In this regard, each employee must do his/ her utmost to ensure proper safeguard of confidential and sensitive information as a part of his/ her daily work duties. Employees are obliged to use that confidential information appropriately. Sensitive information shall only be disclosed in order to comply with the applicable laws and regulations or in cases when it is specially permitted by them.
The Company shall undertake to protect information relating to its Employees, Directors, Clients and all those operating on behalf of the Company, generated or acquired within the Company’s execution and management of business activities and business relations, and therefore prevent any improper use of such information.
Any employment, service or third-party agreement, shall contain confidential clauses to protect all parties involved.
3. Pursuit of Excellence
Company employees shall pursue excellence through continuous learning and knowledge sharing amongst themselves. We should challenge assumptions and pursue the facts in order to provide better service to our clients. If an employee lacks information or instructions, these should refer with their superiors or consultants and confirm accordingly. Each and every employee must be knowledgeable about the regulatory requirements applicable to perform his/ her tasks. The Company will continue to provide training to all officers as needed.
4. Conflict of interests
Company employees must avoid situations where personal interests conflict, or even appear to conflict, with the interests of the Company. All employees of the Company should read and understand the Conflict of Interest Policy and Procedures and act accordingly.
A conflict of interests appears when an employee’s personal interests are inconsistent with those of the Company and create conflicting loyalties. Activities of relatives can also cause a conflict of interests. Nobody should take a part in or exert influence on any decision that may put our own interest in conflict with the best interest of the Company.
All employees are prohibited from carrying out any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their duties.
Therefore, when performing their activities and/ or duties, all Company officials must pursue the Company’s objectives and general interests, in accordance with current regulations and this code.
For further information please refer to the Compliance manual.
5. Anti-Bribery
Bribery can take different forms, it can include the offer or acceptance of payments, gifts, donations for charity or sponsorship. Every form of bribery must be rejected. The Company will not participate in any transaction where there is a reason to believe that bribery or corruption is involved.
As a general rule, gifts or services offered by a natural or legal person should never exceed a value that the employee could be expected to reciprocate.
Some examples where employees should be aware of:
Gifts should never be offered secretly;
Money should never be offered as a gift;
Entertainment such as dinner invitations should never be extravagant;
Business trips should always have a legitimate business purpose and should never be offered secretly.
Any gifts of more than EUR 200 shall be recorded in the Inducement Register.
Please refer to the Inducement Policy for further information.
6. Respect for others
We expect everyone to treat colleagues with respect and dignity at all times.
The firm wants to prevent any behavior which creates a hostile working environment.
The harassment of any kind is strictly prohibited. Discrimination based on race, color, religion, national origin, ancestry, pregnancy status, sex gender identity or expression, age and other characteristics protected by law is strictly prohibited. Harassment and bullying in any form- verbal, physical or visual is strictly prohibited.
The Company also believes in equal opportunity employment, which means that employment is based only on individual merit and qualifications directly related to their professional competence.
7. Fairness
The Company applies high level of integrity and follows legal and regulatory obligations.
The Company’s will is to have fair and good relationships with its clients. To achieve this the Company must not mislead or deceive them by misrepresentations, overstatements, partial truths or selective omissions in order to gain a certain advantage. The clients should be treated with absolute care.
8. Health and safety
Protection of health and safety of the Company staff is crucial. Respective regulation must be followed strictly.
The Company guarantees the best health and safety conditions in the workplace to its employees by implementing the set of measures required to preserve the health, safety and security of all employees, as well as other individuals who frequent their premises.
The employees undertake to a correct use of work equipment, not to perform operations on its own initiative or practice that does not concern their activity and to participate in training programs organized by the Company with respect to safety, health and security of the employees.
9. Human Resources
Human Resources is important for the Company’s existence, development and success.
It is the Company’s responsibility to promote and develop the working aptitudes and skills of each Employee and stimulate their capabilities and potential, also in accordance with the applicable laws and regulations.
10. Relations with Investors
The Company’s relations with its clients shall be based on the values of fairness, honesty, efficiency and professionalism. Communication to investors shall be presented to them simple, clear, accurate and timely without posing any misleading information.
Further information is included in the Compliance Manual under both reporting to Investors and Publication of Marketing Material.
11. Relationships with the Authority
All officials of the Company shall co-operate in an open and honest manner with the Malta Financial Services Authority (‘MFSA’) and inform it promptly of any relevant information. The company shall supply the MFSA with such information and returns as the MFSA requires.
Notifications to the MFSA shall be made to the Authority formally, in a durable medium.
The request to notify the MFSA of an event shall not be satisfied merely by the fact that
the information which ought to be notified to the MFSA is included in a standard regulatory return.
In order to satisfy the ‘dual control’ principle, the Company’s Investment Services Business shall be effectively directed or managed by at least two individuals. The Company shall ensure continuity regularly in the performance of its Investment and Ancillary Services.
The Company shall co-operate fully with any visit or inspection carried out by the MFSA.
The Company shall pay promptly all amounts due to the MFSA. Moreover, the Annual Supervisory Fee shall be made payable together with the submission of the annual audited financial statements.
12. Combating of Money Laundering and Terrorism
When providing Investment Services to clients, the Company shall comply with the rules set out in the Prevention of Money Laundering Act, 1994 and Regulations issued thereunder.
The Company is also expected to take due account of the implementing Procedures issued by the Financial Intelligence Analysis Unit to assist the Company in complying with its legal and regulatory obligations.
The Company shall appoint a Money Laundering Reporting Officer (‘MLRO’) to ensure compliance with its Prevention of Money Laundering obligations. Such Money Laundering Reporting Officer shall be duly approved by the MFSA.
The Company has an Anti-Money Laundering and Counter Terrorism Financing Manual which contains a general description of the Prevention of Money Laundering regulations and day to day procedures that should be observed in the Company to comply with them.
The AML Policies and Procedures is found as a separate document containing the Business Risk Assessment, Customer Acceptance Policy as well as due diligence questionnaires.
III FINAL PROVISIONS
Neither employee, nor any member of Management has the Authority to approve waivers to the rules contained in this Code unless the Board of Directors collectively decide to update/ amend the document as deemed appropriate.
The Board of Directors are ultimately responsible for the proper and continuous application of the contents of this Code.