Conflicts of interest - Sea Freight hub

Conflicts of interest, Associated risks, Risk mitigation measures

1. Scope

Sea Freight Hub SRL (“SeaFreightHub”) acts honestly, fairly, and professionally in the interest of its clients. This document details the types of conflicts of interest that may arise in SeaFreightHub’s activities and establishes how SeaFreightHub identifies, monitors, prevents, and manages potential or real conflicts of interest that may arise from the provision of maritime services.

2. Scope of Application

This document identifies the situations, relationships, services, activities, or transactions of SeaFreightHub where conflicts of interest may arise.

SeaFreightHub maintains and applies effective internal rules to prevent conflicts of interest.

3. Definitions and Abbreviations

Term	Definition and/or, if applicable, the act that defines the term
1. Maritime services	Matching interested shipowners with charterers through the use of a maritime platform, a service that includes any of the following activities: (i) facilitating the publicity of the vessels to be chartered and the cargo to be transported; (ii) placing information about the vessel’s and cargo details without any commitment regarding the accuracy of the information
2. Customer	Refers to any shipowner or charterer, potential or actual, to whom a maritime service provider performs or intends to perform maritime services.
3. Conflict of Interest	A conflict of interest represents a conflict that can arise between the interests of the client and the interests of SeaFreightHub or those of another employee when carrying out maritime services, in such a way as to affect the interests of SeaFreightHub’s clients. SeaFreightHub presents the types of conflicts of interest that can occur in its own activity. Typically, a conflict of interest arises when two or more persons have competing interests and there is a duty of diligence or trust between those persons.

Term

Definition and/or, if applicable, the act that defines the term

4. Close Links

It represents a situation where at least two natural or legal persons are connected through: (a) participation in the form of ownership, directly or through control, of at least 20% of the capital or voting rights of a company; (b) ‘control’, namely the relationship between a parent company and a subsidiary, in all cases provided for in Article 22 paragraphs (1) and (2) of Directive 2013/34/EU or a similar relationship between any natural or legal person and an enterprise, any subsidiary of a subsidiary enterprise also being considered as a subsidiary of the parent company that controls them; (c) a permanent link of both or all of them by one and the same person through a control relationship.

The person responsible for identifying, preventing and managing conflicts of interest

The Compliance and Risk Officer has an active role in identifying and monitoring conflicts of interest that may arise in the course of providing maritime services offered by SeaFreightHub.

Contact details: riskofficer@SeaFreightHub.com

5. General principles in the performance of duties at the level of SeaFreightHub’s employees and collaborators

moral integrity;

impartiality and non-discrimination;

professionalism and transparency;

compliance with the provisions of the current legislation;

confidentiality;

prevention and combating of acts of corruption, money laundering, and financing of terrorism;

prudence;

b) avoidance of defamation.

6. Identification of circumstances that constitute or could lead to a conflict of interest

SeaFreightHub takes all appropriate measures to prevent, identify, manage, and disclose conflicts of interest between maritime service providers, shareholders, management board members, their employees, or any other natural or legal person related to them through a control relationship, and their clients or between one client and another client.

Situations in which conflicts of interest may arise in SeaFreightHub’s activities include:

. When SeaFreightHub, including its management board members (Board of Directors), employees, and persons involved in maritime services, or any person in a direct or indirect control position over SeaFreightHub, has or may have a financial or non-financial interest that could affect the objective and impartial fulfillment of obligations and duties according to current legislation and internal norms, potentially negatively impacting the client’s interests.

. The relationship between two clients in the provision of any maritime service and any ancillary service or a combination of these services.

. When the interests of a relevant person interfere with the interests of SeaFreightHub, potentially leading to a conflict.

. A SeaFreightHub employee or a person directly or indirectly linked to SeaFreightHub may gain financially or avoid a financial loss at the expense of the client.

. A SeaFreightHub employee or a person directly or indirectly linked to SeaFreightHub has an interest in the outcome of a maritime service or ancillary service provided to the client or a transaction carried out on behalf of the client, differing from the client’s interest.

. A SeaFreightHub employee or a person directly or indirectly linked to SeaFreightHub obtains a financial or other incentive by favoring the interest of one client or a group of clients over another client.

. A SeaFreightHub employee or a person directly or indirectly linked to SeaFreightHub receives or will receive an incentive from a third party in connection with a maritime service or ancillary service provided to the client, in the form of monetary or non-monetary benefits or services.

. A SeaFreightHub employee fails to declare a position held outside the employment contract with SeaFreightHub that could place them in a conflict of interest situation.

. A SeaFreightHub employee shares preferential or confidential information related to a project developer or investor with other clients before official communication channels.

. SeaFreightHub has defined its process for evaluating employee performance and remuneration based on sales objectives that could encourage staff to give recommendation to clients that are not in the best interest of the clients.

. A member of SeaFreightHub’s management also holds an executive position in the management of other clients for which a transaction is being sought.

7. Measures for preventing conflicts of interest or mitigating potential adverse outcomes

7.1 Measures for preventing conflicts of interest related to SeaFreightHub’s staff

In order to avoid a possible conflict of interest, SeaFreightHub’s personnel (including management and employees) must be subject to the following obligations:

. Not to be a shareholder, administrator, employee, censor, agent for maritime services, representative of the internal control department or auditor, for a client;

. Recommend or suggest to any person the sale or purchase of maritime services;

. Not to disclose to any person, except within the framework of their duties, inside information obtained in the course of or as a result of the performance of their duties;

. Not to use their official position and/or confidential/privileged information acquired in the exercise of their job duties for personal advantage;

. Not to act in any manner that jeopardizes or could be considered to jeopardize or may induce a situation prejudicial to SeaFreightHub;

. Not to claim or receive, for himself or for another person, money, gifts, goods, benefits or other advantages for the performance of activities within the scope of its duties or the object of activity of SeaFreightHub or to create advantages to persons with whom it is in official relations on behalf of SeaFreightHub;

. Not to perform work and/or use SeaFreightHub’s assets and employees for work that does not represent SeaFreightHub’s interests, or for personal purposes or for third parties, during working hours.

8.2. Measures to assure independence

SeaFreightHub has the following measures in place to ensure the necessary degree of independence:

. effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of conflict of interest where the exchange of such information may harm the interests of one or more clients;

. the removal of any direct link between the remuneration of relevant persons engaged in one activity and the remuneration or income of different relevant persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities;

. measures to prevent or limit any person from exercising undue influence over the conduct of activities or maritime or ancillary services by a relevant person;

. measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate maritime or ancillary activities or services, where such involvement may impair the sound management of conflicts of interest.

8.3. Measures for the prevention and management of conflicts

Opt-out Rule – SeaFreightHub has no interest in maritime offers on the maritime platform.

Independence rule – all departments and related personnel act independently with regard to the interests of the intended clients.

Information barriers – SeaFreightHub respects the confidentiality of information received about or from customers. SeaFreightHub applies the “need to know” approach. Thus, personal information about clients will only be disclosed internally when it is necessary to obtain a maritime service. In line with this approach, SeaFreightHub limits access to information, controls access to nonpublic information by maintaining information barriers to prevent potential unauthorized access and misuse of nonpublic information and inside information.

Conflict of interest register – the Conflicts of interest register is a register of the types of conflicts of interest involving a material risk of damage to the interests of one or more clients, conflicts that have arisen or could arise in connection with regulated services or activities.

Employee Compensation – SeaFreightHub’s remuneration policy prevents remuneration structures that could give rise to conflicts of interest.

Gift Policy – Where gifts are offered, they will be declined by SeaFreightHub employees if they are unreasonable and exceed a maximum value set internally, and create a conflict of interest or perception of conflict of interest.

Communication – Where a (potential) conflict of interest is identified, the proposed procedures and measures should effectively prevent the risk of harm to clients’ interests from materialising. SeaFreightHub relies on managing such risks through customer communication and consent only when there is a reasonable belief that such risks cannot be prevented. The client can then decide whether or not to proceed on this basis.

Informing clients of the potential conflict of interest will be done in a timely manner so that they can make an informed decision about the service in the context of which the conflict of interest arises. It shall include a specific and clear description of conflicts of interest and associated risks identified in the context of a particular service, taking into account the profile of disclosed clients, in particular their qualification (sophisticated or unsophisticated clients). The disclosure shall make clear that the organisational and administrative arrangements adopted by SeaFreightHub for the prevention or management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to clients’ interests are avoided.

8. Risks associated with conflicts of interest:

The source of the conflict	Risks	Actions to minimise the risks
Accepting gifts offered by customers for financial or non-financial advantage.	Preferential treatment that conflicts with the interests of customers	General principles applicable to SeaFreightHub personnel. Gift Policy
Advising a SeaFreightHub employee for personal financial gain at the expense of the client.	Risk of use of confidential information for financial and/or non-financial advantage.	General Principles Applicable to SeaFreightHub Personnel. Information barriers
Acceptance of one of the persons listed in chapter 7, para. 1 of this document , as project developer. That person has an interest in the outcome of a maritime service that is different from the interest of the client.	Preferential treatment of a campaign by members of SeaFreightHub’s management bodies and/or employees.	General Principles Applicable to SeaFreightHub Personnel. Independence rule. Escalation towards members of management bodies responsible for effectively managing identified conflicts of interest.
SeaFreightHub’s Stake in One of the Maritime Offerings	Risk of acquiring inside information	General principles applicable to SeaFreightHub personnel, in particular SeaFreightHub’s management. Non- participation rule
Obtaining Financial and Non-Financial Advantages from the Relationship between Two SeaFreightHub Customers	Risk of acquiring inside information. Risk of earning additional income	General principles applicable to SeaFreightHub personnel. Information barriers
A SeaFreightHub employee is involved in running a related and affinity campaign up to Grade 3	Risk of acquiring inside information	General principles applicable to SeaFreightHub personnel. Information barriers
The emergence of a conflict of interest which cannot be managed by applying reasonable commercial measures.	Reputational risk for SeaFreightHub. Risk of acting contrary to clients’ interests	Refusal to act or termination of a campaign when the conflict has been identified before the contractual commitments have been fulfilled and if there are no other obligations.
An employee of SeaFreightHub does not declare a position held outside of employment with SeaFreightHub	Risk of acquiring inside information. Risk of earning additional income	General principles applicable to SeaFreightHub personnel. Compensation of employees
Acceptance of one of the persons listed in sec. 8.1, para. 10 of the present proceedings, as an investor, without making public on the website	Risk of acquiring inside information. Risk of preferential treatment	General principles applicable to SeaFreightHub personnel. Information barriers
Subscription to projects carried out through the SeaFreightHub Platform on the basis of information which has not been made public	Risk of making subscriptions on preferential terms compared to other clients	General principles applicable to SeaFreightHub personnel. Internal procedure regarding employee and management underwritings and transactions within the platforms operated by SeaFreightHub.
Execution of transactions within the Newsletter managed by SeaFreightHub, by persons referred to in point 8.1.9 letters a) to c), based on information that has not been made public	Risk of trading on preferential terms over other clients	General principles applicable to SeaFreightHub personnel. Internal procedure regarding employee subscriptions and transactions and management within the platforms managed by SeaFreightHub.