Conflict of Interest

URBIX PSFP, S.L.

  1. Introduction

This Conflict Of Interest (COI) code aims to establish a comprehensive and detailed regulatory framework for managing conflicts of interest at URBIX PSFP, S.L., a financial entity subject to current legislation in Spain. This regulation is based on the principles of transparency, integrity, and protection of the interests of clients and other stakeholders, as established in the internal Code Of Conduct (COC).

This regulation represents URBIX's unwavering commitment to business ethics, integrity, and transparency in managing conflicts of interest, contributing to strengthening the trust of our clients, collaborators, and society in general.

The purpose of this regulation is to ensure strict compliance with current legislation on conflicts of interest, along with the prevention and sanction of crimes related to these situations.

Compliance with Applicable Legislation:

All employees are required to comply with all applicable legal regulations, including Spain’s Securities Market Law and relevant articles of the Penal Code concerning conflicts of interest.

  1. Definition of Conflicts of Interest

2.1. General Definition

A conflict of interest is considered any situation in which the personal, financial, or business interests of URBIX employees, executives, or collaborators conflict with the interests of investors, property developers, business partners, and/or suppliers, with URBIX or its related parties.

2.2. Areas of Possible Conflicts of Interest

Conflict of interest may arise in various areas, including but not limited to:

  • Financial transactions
  • Investments in property developers or business partners
  • Asset management in the participatory financing portfolio
  • Marketing of participatory financing products
  • Provision of services
  • Relationships with suppliers and/or business partners
  • Proprietary investment and financing activities

2.3. Individual Responsibility

All members of URBIX, from senior management to every employee, are required to proactively identify, disclose, and manage any situation that may lead to a conflict of interest.

  1. Identification of Conflicts of Interest

3.1. Mapping and Categorization Process

A structured process of mapping and categorizing potential conflicts of interest will be implemented, considering different areas of the company such as financial transactions, investment advisory, asset management, and intermediation, among others.

This will allow the identification of potentially conflicting situations and the implementation of specific preventive measures.

A thorough review of all internal and external financial transactions will be conducted, with special emphasis on identifying those that may give rise to possible conflicts of interest. This includes transactions with related parties, complex financial operations, and any type of transaction that presents a higher level of risk in terms of conflicts of interest.

A detailed evaluation of advisory and intermediation areas will be carried out, considering interactions with clients, suppliers, and other external entities. This evaluation will focus on identifying situations where the company’s interests may conflict with those of third parties, which could trigger potential conflicts of interest.

A comprehensive review of the company’s history concerning conflicts of interest will be conducted, considering previous cases, lessons learned, and best practices identified. This historical review will help detect patterns or recurring situations that may indicate specific areas for improvement in conflict of interest management.

An exhaustive analysis of personal and family relationships of employees and executives will be conducted to identify possible connections that may influence business decisions. Family ties, close friendships, or any other relationship that could compromise impartiality and transparency in decision-making will be identified.

A detailed examination of key employees' personal investments and stakes in other companies will be conducted. This evaluation will ensure transparency in individual financial activities and help identify potential conflicts of interest arising from investments that may affect corporate decisions.

Extracurricular activities or secondary positions held by employees that could impact their corporate responsibilities will be analyzed. Special attention will be given to roles in nonprofit organizations, external boards of directors, or any other activity that could pose potential conflicts of interest.

Existing business relationships between the company and suppliers, clients, or strategic partners will be thoroughly examined for potential conflicts of interest. The nature of these relationships will be assessed, and measures will be established to ensure impartiality in transactions and decisions related to these business links.

Internal practices and policies will be periodically reviewed to identify areas susceptible to generating conflicts of interest. A proactive process of reviewing and updating policies, procedures, and internal controls will be established to effectively prevent and manage conflicts of interest.

Interdepartmental collaboration will be encouraged to facilitate the effective exchange of information about potential conflicts of interest. Relevant departments such as compliance, risk management, internal audit, and operations will be involved in identifying and evaluating conflicts, ensuring a comprehensive view of the situation.

An exhaustive analysis of internal operations and relationships with third parties will be conducted to identify convergence points that could lead to conflicts of interest. This will include a detailed examination of financial transactions, resource allocation, and any interaction that could generate potential conflict situations.

A specific analysis of risks and vulnerabilities inherent in the financial sector will be carried out to identify areas or practices that pose a higher risk of conflict of interest. This analysis will direct identification and management efforts toward areas of greatest relevance and criticality for the company.

A detailed evaluation of incentive and compensation systems will be conducted, with special emphasis on identifying possible incentives that could lead to conflicts of interest.

Additional safeguards and controls will be established to mitigate risks associated with incentive and reward systems.

  1. Procedures for Managing Conflicts of Interest

Clear protocols and procedures will be established to mitigate and, where possible, avoid conflicts of interest that may arise over time.

In cases where it is not possible to avoid a conflict of interest, the most appropriate measures for managing it will be determined to ensure the protection of clients' interests and other stakeholders, particularly safeguarding the laws and regulations affecting our business activities.

Clear policies will be established regarding the disclosure of conflicts of interest to clients and relevant stakeholders, ensuring their informed consent in applicable situations.

The Oversight Body of the internal code of conduct will be responsible for ensuring compliance with this internal regulation and reporting accordingly to URBIX's Board of Directors.

If a member of the COC Oversight Body is involved and/or related to the potential conflict of interest, they will be excluded from the Oversight Body when addressing the matter. If it is not possible to replace this member, the matter will be directly referred to the Board of Directors.

  1. Disclosure of Conflicts of Interest

URBIX is committed to transparently disclosing any identified conflict of interest to all involved parties, including clients, collaborators, shareholders, and regulators, in compliance with current regulations.

  1. Training and Awareness

6.1. Continuous Training Program

URBIX is committed to implementing a comprehensive continuous training program on the identification, management, and reporting of conflicts of interest. This program will be designed to cover all levels of the organization, including employees, executives, and collaborators from all areas. The training will focus on understanding the ethical and legal implications of conflicts of interest, promoting adherence to best practices and standards of conduct.

6.2. Educational Materials

Educational materials and resources will be developed to support the continuous training program. These resources will include guides, case studies, concrete examples, and interactive materials to facilitate the understanding and practical application of the principles related to conflicts of interest.

6.3. Mandatory Participation

Participation in the continuous training program will be mandatory for all employees, executives, and collaborators and will be conducted regularly to ensure everyone stays updated with current best practices and regulations regarding conflict of interest management.

6.4. Knowledge Assessment

At the conclusion of the training program, assessments will be conducted to measure the understanding and retention of the knowledge acquired. These assessments will serve as a tool to identify areas requiring more emphasis and to ensure that all participants are effectively trained.

6.5. Promoting a Culture of Integrity

The training program will not only focus on technical and legal aspects but also aim to foster a culture of integrity, ethics, and transparency within the company. The importance of honesty, impartiality, and decision-making based on the best interests of clients and the company will be promoted.

6.6. Continuous Improvement

The company is committed to periodically reviewing the continuous training program, incorporating feedback from participants, and adapting the content to address new trends, challenges, and regulations related to conflict of interest management in the financial sector.

This comprehensive approach to training and awareness will ensure that all members of the company are equipped with the knowledge and skills necessary to address conflicts of interest ethically, effectively, and in compliance with applicable regulations.

  1. Registration and Monitoring

7.1. Centralized Record

A comprehensive and centralized record of all identified conflicts of interest, the measures taken for their management, and the follow-up on their resolution will be maintained. This record will be available for internal consultation and will be an integral part of audits and regulatory reviews.

7.2. Internal Audits

Periodic internal audits will be conducted to verify compliance with the established procedures for conflict of interest management, ensuring consistency and effectiveness in their application.

7.3. Monitoring Report

After the initial identification and management of a conflict of interest, a responsible party will be designated to continuously monitor the progress in resolving the conflict. This monitoring will be documented and presented in periodic reports to the COC Control Body, ensuring rigorous oversight of the situation.

7.4. Review of Management Strategies

In the case of complex or prolonged conflicts of interest, a regular review of the management strategies adopted will be carried out, considering potential adjustments or additional actions necessary for effective resolution.

7.5. Confidentiality of the Record

The conflict of interest record and monitoring reports will be treated with the utmost confidentiality, limiting access to authorized personnel and in accordance with current data protection regulations.

7.6. Integration into Risk Management

The information collected in the conflict of interest record will be integrated into the company's risk management process, providing a holistic view of the potential impacts on operations, reputation, and regulatory compliance.

7.7. External Supervision

The company agrees to be subject to supervision by the competent regulatory bodies regarding conflicts of interest, fully cooperating with inspections and providing the required information at all times.

  1. Sanctions for Non-Compliance

8.1. Disciplinary Policies

Non-compliance with the provisions of this regulation regarding conflict of interest management will be subject to disciplinary measures in accordance with URBIX's internal policies. These measures may range from formal warnings, temporary suspensions, to termination of employment, depending on the severity and recurrence of the non-compliance. It is essential that all employees, executives, and collaborators understand the consequences of acting against the established norms for conflict of interest management.

8.2. External Supervision

The company agrees to be subject to supervision by the competent regulatory bodies regarding conflicts of interest. In case of serious irregularities or non-compliance, full cooperation with these bodies will be paramount. The company is committed to providing the required information, cooperating in investigations, and implementing the necessary corrections in a timely and transparent manner. External supervision is seen as an opportunity to strengthen compliance practices and reaffirm the commitment to integrity and transparency in all the company’s operations.

8.3. Mandatory Reporting

All employees, executives, and collaborators of URBIX are obligated to report any suspected violations or irregularities related to conflicts of interest. This report must be made confidentially and ethically, thus allowing for proper investigation and the adoption of necessary corrective measures. Promoting a culture of responsible reporting helps prevent and quickly detect potential violations, protecting the integrity of the company and its stakeholders.

8.4. Continuous Training

As part of the measures to prevent non-compliance, a continuous training program on ethics and regulatory compliance will be implemented. This program will specifically address the implications and consequences of non-compliance with conflict of interest policies, reinforcing the importance of acting with integrity and transparency in all interactions related to the company.

8.5. Review and Update of Disciplinary Policies

Disciplinary policies related to conflicts of interest will be reviewed and updated periodically to ensure their alignment with best practices, current regulations, and the highest ethical standards. Constant updating of these policies is vital to maintaining an effective regulatory framework that adapts to changes in the business and regulatory environment.

  1. Periodic Review

A review committee will be established to periodically evaluate the effectiveness and efficiency of the measures adopted for conflict of interest management, proposing updates or improvements to the regulation as necessary.

The regulation will be reviewed periodically to ensure its adequacy to regulatory, operational, and market changes, ensuring that it continues to be an updated and effective reference framework.

  1. Annexes and References

By way of a non-limited and merely illustrative summary, we have compiled a list of the most relevant applicable laws and regulations, without the omission of any provision, regulation, or rule being considered an exemption or release from compliance.

Securities Market Law (Law 24/1988):

  • Article 28: Establishes obligations and responsibilities in preventing conflicts of interest for financial entities and their employees, including the proper disclosure and management of such conflicts.
  • Article 120: Regulates the obligation of financial entities to keep detailed records of transactions, ensuring transparency and traceability of financial movements.

Law on Information Society Services and Electronic Commerce:

  • Article 24: Establishes the information obligations that financial entities must comply with when offering services online, thus protecting consumer rights and ensuring transparency in electronic transactions.

Civil Code:

  • Article 1255: Regulates the essential elements of contracts, such as consent, object, and cause. It establishes the legal bases for the validity of contracts between the financial company and its clients, ensuring transparency and fairness in contractual relationships.
  • Article 1301: Establishes civil liabilities arising from illicit acts, including compensation for damages in the event of contractual breaches or damage caused by a conflict of interest.

Public Sector Contracts Law (Law 9/2017):

  • Article 60: Regulates the prevention of conflicts of interest in public procurement, establishing measures to ensure impartiality and transparency in contracting processes between the financial company and public sector entities.

Criminal Code:

  • Article 285: Defines the crime of fraud, including fraudulent behaviors that may arise in the context of a conflict of interest within a financial company.
  • Article 301: Regulates the crime of unfair administration, which could apply in situations where an employee or executive of the company acts in self-interest to the detriment of the company or its clients.
  1. Final Provision

This regulation will come into effect upon approval by URBIX management. It will be communicated to all employees, executives, and collaborators through internal channels, and the necessary training will be provided to ensure its correct understanding and application.

By implementing this regulation, URBIX reaffirms its commitment to transparency, ethics, and regulatory compliance in the management of conflicts of interest. All members of the organization are responsible for complying with the established provisions and reporting any detected violation or conflict situation.

The importance of both individual and institutional criminal responsibility in case of legal non-compliance is emphasized, and the obligation to report any suspicious behavior that may be related to conflict of interest crimes is established.

 

Internal Conflict of Interest Policy - URBIX PSFP, S.L. version 1.0

In case of any doubt, clarification, or interpretation, the original texts in Spanish shall always take precedence.