Internal rules of conduct
This Internal Code of Conduct (hereinafter, the “Regulation”) is prepared in compliance with the norms contained in Law 5 / 2015, of 27 of April, for the promotion of business financing (hereinafter, “Law for the Promotion of Business Financing ”). This Regulation has been approved by the Management Body of CROWDHOUSE WORLDWIDE PFP, SL (hereinafter, “ICROWDHOUSE”).
This Regulation regulates the actions and due diligence by ICROWDHOUSE and people affected by a series of issues, such as:
- General duties
- Treatment of Confidential Information
- Treatment and management of Conflicts of Interest
It is the obligation of all ICROWDHOUSE employees, to the extent applicable to them, and of the competent persons, to know these rules of conduct and ensure their diligent application to the particular function that each of them has to perform in their respective position of work.
Scope subject to application.
The rules contained in this Regulation apply to the following persons:
- The members of the Management Body, whether natural or legal persons, as well as the natural persons representatives of the latter;
- ICrowdHouse members with significant participation, whether natural or legal persons, as well as natural persons representatives of the latter;
- The directors, employees and attorneys of ICROWDHOUSE; and Other persons who provide their services to ICROWDHOUSE and who, at the discretion of the Control Body of the Internal Code of Conduct (hereinafter, the “Control Body”), are temporarily subject to the Regulations for their participation or knowledge of a relative operation to ICROWDHOUSE.
- Significant participation shall be understood as that which reaches, directly or indirectly, at least one 10 percent of the capital or the voting rights of the company or that which, without reaching the indicated percentage, allows the company to be controlled in the terms provided in Article 42 of the Commercial Code.
Hereinafter, reference will be made to all the persons mentioned above with the expression “Subject Persons”.
The Subject Persons must know, comply and collaborate in the application of this Regulation, as well as those aspects of the current legislation applicable to Participatory Financing Platforms that affect their specific scope of activity. To this end, this Regulation will be delivered to all Subject Persons, who must declare their knowledge and acceptance.
Body of control of the application of the regulation.
The Control Body shall be an organ formed by the Board of Directors or the person designated by it.
It is the responsibility of the Control Body to ensure the application and compliance with the rules established in this Regulation. Likewise, the Control Body will be in charge of controlling the requested authorizations, inquiries and information duties established in this Regulation.
Other powers of the Control Body are:
- Determine the Persons Subject by this Regulation;
- Keep control of Confidential Information, in the terms established in this Regulation;
- Respond to inquiries that are made by the Subject Persons in relation to the rules contained in this Regulation, as well as informing about the prohibition of certain behaviors and the possible penalties arising from their non-compliance; and
- Other powers that are expressly attributed to it in this Regulation, as well as any other that is convenient to reduce the risk of non-compliance.
The Subject Persons must comply with the requirements that the Control Body carries out in order to ensure compliance with the rules established in this Regulation.
El Control Body inform, where appropriate, periodically, and at least annually, at Board of Directors of the Company on the status of compliance with this Regulation.
The Control Body shall inform the Administration Body and / or the committee that it designates of all relevant incidents arising with compliance with the provisions of these Regulations.
At least once a year, the Control Body must prepare a report addressed to the Management Body containing the evaluation of compliance with the regulations describing the main incidents.
Failure to comply with the provisions of this Regulation shall be considered a fault, the severity of which shall be determined in the procedure followed in accordance with the provisions in force. Failure by persons affected by this Regulation who have an employment contract with ICROWDHOUSE will be considered as a labor offense.
The foregoing will be understood without prejudice to the liability that may arise from the provisions of the Law on the Promotion of Business Financing and regulations that develop it and the civil or criminal liability that in each case is required of the defaulter.
In the exercise of their functions, the Subject Persons must:
- Serve the interests of clients with diligence, neutrality and transparency;
- Prioritize the legitimate interests of the clients, trying to avoid that the interests of the clients conflict with each other and / or the interests of the Subject Persons or ICROWDHOUSE with the interests of the clients;
- Refrain from granting privileged treatment to any client when there is a conflict of interest between several;
- Refrain from misusing or improperly disclosing Confidential Information (as defined below);
refrain from making personalized recommendations to investors about the projects published on the participatory financing platform, notwithstanding the possibility of advertising and making commercial communications about the platform's projects, in accordance with the provisions of Article 64 of the Law 5 / 2015 to promote business financing;
- Refrain from accepting bonuses or gifts from customers without prior authorization from the Control Body; and
- Refrain from carrying out parallel or fraudulent activities with customers.
1 Concept of confidential information.
"Confidential Information" shall be considered all information of a specific nature that refers directly or indirectly to ICROWDHOUSE or any of its clients, which is not public, as well as any information obtained under a professional commitment of confidentiality that is not public. In particular, it will be considered Confidential Information regarding the economic-financial situation of ICROWDHOUSE or its clients.
2 Duty of abstention.
Any Subject Person who has Confidential Information must refrain from carrying out any of the following behaviors on their own or another's account, directly or indirectly:
- Use said Confidential Information for your own benefit, neither directly nor by providing it to selected clients or third parties without knowledge of ICROWDHOUSE.
- Unlawfully disclose or disclose such Confidential Information.
- Recommend to a third party to perform any action based on such Confidential Information.
In case of reasonable doubt about whether certain information is confidential or not, the Subject Persons should consult the Control Body before carrying out any of the behaviors described in the previous points of this section.
Likewise, the Subject Persons must safeguard the Confidential Information they possess, taking appropriate measures to prevent such information from being subject to abusive or unfair use and, in case of knowing that it has been produced, the necessary ones to correct the consequences of it. have been derived.
The communication of information to service providers or external auditors is excluded from the previous prohibitions when the information is necessary for the exercise of their functions or in the cases that legally proceed or that the Control Body on the basis of its specific functions and expressly founded manner so authorize.
3 Applicable procedure in relation to confidential information.
During the phases of study, preparation or performance of any type of ICROWDHOUSE activity, the following measures will be taken:
- the qualification of an information or operation as Confidential Information means that ICROWDHOUSE declares its secret nature and undertakes to guarantee confidentiality during the corresponding decision process until the adoption and dissemination of the final decision;
- knowledge of Confidential Information will be strictly limited to those persons, internal or external to the organization, to whom it is essential; and
- security measures for custody, archiving, access, reproduction and distribution of information will be established.
Conflict of interests.
Conflicts of interest shall be understood as all those circumstances that constitute or may give rise to a conflict with a possible loss or loss of benefit, for a client or plurality of clients or a benefit for a Subject person or for ICrowdHouse.
Conflicts of interest may occur between:
- The interests of ICROWDHOUSE or the Subject Persons and the obligations of ICROWDHOUSE with respect to one or more clients; and
- the interests of two or more ICROWDHOUSE customers with each other.
2 Conflict of interest management.
The Subject Persons must know and comply with the provisions of the ICROWDHOUSE Conflict of Interest Management Policy, whose main objectives are:
- The identification, beforehand, of the potential conflicts of interest that may arise in the provision of services to clients by ICROWDHOUSE; and
- the establishment of measures that allow managing the aforementioned conflicts of interest, in order to avoid prejudice towards ICROWDHOUSE customers.
3 Conflict of interest detection.
To identify conflicts of interest that may arise, it will be taken into account whether ICROWDHOUSE or the Subject Persons:
- They can obtain a financial gain or avoid a financial loss, at the customer's expense;
- they have an interest in the result of the service provided to the client or of the operation carried out on their behalf, other than the interest of the client.
they have financial or other incentives that lead them to recommend the services of an entity in response to a higher remuneration and not in response to the personal circumstances of the clients;
- carry out the same activity or business as the client; me
- they receive an incentive from a person other than the customer in relation to the service provided to them, in the form of money, goods or services, other than the standard commission or the cost of the service.
For these purposes it will not be considered sufficient that ICROWDHOUSE can obtain a benefit, if there is also no possible harm to the customer; or that a customer can make a profit or avoid a loss, if there is no possibility of concomitant loss of another customer. In any of the cases described above, the Subject Persons and ICROWDHOUSE will always act by prioritizing the interests of the client over those of the company itself.
4 Family, economic or professional connections.
The Subject Persons may be subject to potential conflicts of interest by virtue of their family, economic or professional ties or for any other cause, with respect to a specific action, service or operation.
For the purposes of this Conflict of Interest Policy:
- The direct or indirect ownership of a share of more than 5% of the capital in companies will be considered as economic linkage;
- The fact of owning directly or indirectly, or through a control link, 20% or more of the voting or capital rights of a company, or having a control link under the terms of the Article 4 of the Securities Market Law;
- spouses or persons with whom they live in an analogous relationship of affection, as well as family members up to the second degree of consanguinity or affinity will be considered family relationship; and
- professional links refer to any type of service provision relationship or other contractual links other than those generated by their positions or jobs with ICROWDHOUSE; the services provided or contractual links made by or through the persons mentioned in the previous option will be considered as the Subject Person.
Subject Persons may not:
- carry out activities that may give rise to a conflict of interest or misuse or improperly disclose Confidential Information, or
- make personalized recommendations to investors about the projects published on the participatory financing platform.
The following rules shall be taken into account in the resolution of conflicts of interest:
- In the event of a conflict between ICROWDHOUSE and a customer, the safeguard of the client's interest.
- In the event of a conflict between the Subject Person and ICROWDHOUSE, the obligation of loyal action by both.
- In case of conflict between clients, it will be avoided to favor any of them.
Likewise, links other than those expressed that, in the opinion of an external and equitable observer, could compromise the impartial performance of an administrator or employee may be subject to potential conflicts of interest. In case of reasonable doubt in this regard, administrators and employees should consult the Control Body.
5 Communication of potential conflicts to the control body.
The Subject Persons must inform the Control Body of any situation in which a conflict of interest could arise, regarding a specific action, service or operation. The communications must be made in the shortest possible time and, in any case, before making the decision that could be affected by the possible conflict of interest. The Subject Persons must keep the above information updated, communicating any modification or cessation of the communicated situations.
In the event that they were personally affected by a conflict of interest, the Subject Persons will refrain from intervening in the preparatory acts and deciding or, where appropriate, casting their vote, in situations related to the object of said conflict that raise, and they will warn those who are going to make the corresponding decision.
The Subject Persons violate their duty of fidelity to ICROWDHOUSE if they allow or do not reveal the existence of operations carried out by the aforementioned persons with whom there is any type of relationship that may violate the rules contained in this Regulation.
Likewise, in case of doubt about the existence of a conflict of interest, the Subject Persons have the obligation to inform the Control Body, as well as the specific circumstances of the operation subject to possible conflict, for the determination by the Control Body for adequate action in this regard.
6 Resolution of conflicts of interest.
Conflicts of interest will be resolved by the head of the affected area. If it affects several areas, it will be resolved by the immediate superior of all of them. If none of the above rules were applicable, it will be resolved by whoever designates the Control Body.
If there is any doubt about the competition or how to resolve the conflict, the Control Body may be consulted.
The resolution of conflicts of interest will always be carried out in accordance with the provisions of the ICROWDHOUSE Conflict of Interest Management Policy and in accordance with the following principles:
- The obtaining of a financial benefit from ICROWDHOUSE should not be put before the interests of the clients;
- Priority should be given to the legitimate interests of customers, acting with diligence, loyalty, neutrality and discretion; and
- should not privilege any customer, or customer category or other categories, over another or others.
The Control Body, based on the experience arising from conflicts of interest that have occurred, must update these regulations regarding conflicts of interest.
7 Disclosure of potential conflicts of interest.
When it is considered that the measures adopted are not sufficient to avoid the risk that a client or group of clients may be harmed, the latter must be informed, on a lasting basis, of the nature of the conflict and of the other circumstances that allow him to take a reasoned decision about the investment service to contract with ICROWDHOUSE.
8 Publication of the conflict of interest management policy.
The ICROWDHOUSE Conflict Management Policy of Interest will be published on the corporate website www.icrowdhouse.com. Also, a copy of it is available to customers at the headquarters of ICROWDHOUSE.
9 Clients derived by people subject to this conflict of interest policy.
There is a possibility that customers (Promoters and investors) are derived from people subject to the ICrowdHouse Platform, should they occur:
The Origin of the Promoter will be identified in each Project, if it comes through a subject or directly via the web;
Deriving a client (Promoter or Investor) by Subject Persons may not imply possible damage or loss of profit, for the clients or plurality of ICrowdHouse clients.
It will also be identified if the Client has had links in the past with any person subject regardless of whether the Project has come directly via the Web.
ICROWDHOUSE, the Subject Persons and the spouses or persons with whom they live in an analogous relationship of affection, as well as their relatives until the second degree of consanguinity or affinity:
They may only participate in projects published on their website in accordance with the following requirements:
- Your participation may not exceed 10 percent of the financing objective of each project or allow you to control the company, under the terms provided in Article 42 of the Commercial Code.
- They will inform investors in a clear and accessible way of the amount of their participation in each project. They will also publish on the web the criteria of their internal policy to decide their participation in the projects.
- there should not be, nor potentially, conflict of interest.
- The Control Body of the Internal Code of Conduct of ICROWDHOUSE must be informed in advance.
ICROWDHOUSE cannot participate in projects published by other participatory financing platforms.
You can only publish projects that are promoters on your own website according to the following requirements:
- The objective of aggregate financing of these projects will not exceed 10 per cent of the funds actually collected by all participatory financing projects published on its website in the immediately preceding fiscal year.
- Participatory financing platforms will immediately inform investors in a clear and accessible way of the projects of which they or related persons were promoters.