1) Conflicts of Interest under MiFID
1.1 In order to meet our obligations under MiFID in relation to conflicts of interest, Liberum Capital Limited ("Liberum") will:
1.1.1 identify circumstances which may give rise to conflicts of interest entailing a material risk of damage to clients' interests;
1.1.2 establish appropriate mechanisms and systems to deal with those conflicts; and
1.1.3 maintain those systems in order to prevent actual damage to clients' interests through the identified conflicts.
1.2 A conflict of interest can arise during the course of business with any of our clients when that business involves the provision of a MiFID investment service or activity to a client. MiFID investment services and activities are as follows:
1.2.1 Reception and transmission of orders in relation to one or more financial instruments
1.2.2 Execution of orders on behalf of clients
1.2.3 Dealing on own account
1.2.4 Portfolio management
1.2.5 Investment advice
1.2.6 Underwriting of financial instruments and/or placing financial instruments on a firm commitment basis
1.2.7 Placing of financial instruments without a firm commitment basis
1.2.8 Operation of Multilateral Trading Facilities
The MiFID rules on preventing and managing conflicts of interest apply regardless of the type of client the MiFID service is being provided to, whether Retail, Professional, or Eligible Counterparty.
1.3 The conflicts of interest we will identify are those which can arise in our business in two distinct situations:
1.3.1 Between Liberum and our client, which includes conflicts of interest arising between any "relevant person" and a client.
A relevant person, in relation to us, means any of the following:
(a) a director, partner or equivalent or manager of the firm;
(b) an employee of the firm, as well as any natural person whose services are placed at the disposal and under the control of the firm and who is involved in the provision by the firm of investment services and activities; or
(c) a natural person who is directly involved in the provision of services to the investment firm or to its tied agent under an outsourcing arrangement for the purpose of the provision by the firm of investment services and activities.
In this context, the reference to "partner" means a partner of a partnership and does not include joint venture partners.
Where a relevant person is our outsourcee, we will ensure that these persons are also compliant with this Policy by making it a condition of the Outsourcing
Agreement that the third party must comply with the MiFID rules on preventing and managing conflicts of interest.
1.3.2 Between two or more current clients of Liberum.
1.4 The identified conflicts of interest are set out in Annex 2.
2) Specific Conflicts of Interest Situations
2.1 We will adhere to detailed rules in relation to three areas of our business in which particular conflicts of interest arise. These are set out below in summary. The relevant rules and more detailed guidance can be found in Annex 1.
(a) We will only make or receive payment of a fee, commission or non-monetary benefit to a third party, or a person acting on behalf of a third party, in connection with the provision of MiFID investment services or activities (please see Section 1 above for a list of these) where we fulfil certain conditions specified in Annex 1.
2.1.2. Non-independent research
We will clearly identify non-independent research as such and include a clear and prominent statement on the face of the document that it is a marketing communication, state that it has not been prepared in accordance with the rules on (independent) Investment Research and that we are therefore not subject to any prohibition on dealing ahead of the dissemination of such communication. These statements are required to be made orally if there is no written document.
2.1.3 Personal transactions / Personal Account Dealing
(a) We will establish appropriate rules governing personal transactions by relevant persons.
(b) The rules, together with further guidance, are contained in Annex 1. We will make relevant persons aware of the restrictions on personal transactions and of the measures established by us in connection with these restrictions, including the disclosure obligations incumbent on relevant persons.
3) Managing Conflicts of Interest
3.1 For each identified conflict of interest, we will ensure that there is a MiFID compliant procedure to manage that conflict in place, with a view to taking all reasonable steps to prevent the risk of any conflict constituting or giving rise to material damage to the interests of clients. Annex 1 to this Policy contains suggested methods of managing conflicts of interest. The tables contained in Annex 2 set out the appropriate methods of managing identified conflicts for each department.
3.2 If Liberum or any individual department does not consider that the method of managing a conflict is sufficient to ensure that there would be no risk of material damage to the interests of our clients, we will disclose information about the conflict to our clients sufficient to enable those clients to make an informed decision about the MiFID investment service or activity prior to our providing it to them. Whilst there is no regulatory requirement for our client's express consent to, or acknowledgement of, such disclosure before we continue to act for them, we will, in practice, obtain confirmation from our client that they are happy to proceed and will not continue to act where a client withholds consent.
Identifying and Managing Conflicts of Interest
1) Determination of a Conflicts of Interest Situation
There must always be a linked cause and effect for a conflict of interest to arise in any particular situation. As a guide, a conflict of interest governed by the MiFID rules which could entail a material risk of damage to the interests of one or more clients, might arise in the following situations:
1.1 Where Liberum, OR a Relevant Person (see section 1.3.1 for a definition of "Relevant Person") OR a person directly or indirectly linked by control to Liberum:
1.1.1 is likely to make a financial gain, or avoid a financial loss at the expense of the client;
1.1.2 has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome;
1.1.3 has a financial or other incentive to favour the interest of another client or group of clients over the interest of the client;
1.1.4 carries on the same business as the client; or
1.1.5 receives or will receive from a person other than a client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard or commission or fee for that service.
1.2 NOTE: where Liberum is likely to gain a benefit from a particular situation, there will not necessarily be a conflict of interest UNLESS the client could also suffer a related disadvantage.
1.3 NOTE: where one of Liberum's clients stands to make a financial gain or avoid a financial loss in a particular situation, there will not necessarily be a conflict of interest UNLESS there is also a related possible financial loss to another client which occurs at the same time.
A conflict of interest may arise in ANY area of Liberum's business and across all or any departments.
2) Management of Conflicts of Interest by Liberum
2.1 A combination of the following measures and procedures should be put in place to manage and avoid identified conflicts of interest as appropriate:
2.1.1 effective procedures (such as Chinese Walls) to prevent or control the exchange of information between relevant persons engaging in activities involving a risk of a conflict of interest where the exchange of that information may harm the interests of one or more clients;
2.1.2 the separate supervision of relevant persons whose principal functions involve carrying out activities on behalf of, or providing services to, clients whose interests may conflict, or who otherwise represent different interests that may conflict, including those of the firm;
2.1.3 the removal of any direct link between the remuneration of relevant persons principally engaged in one activity and the remuneration of, or revenues generated by, different relevant persons principally engaged in another activity where a conflict of interest may arise in relation to those activities;
2.1.4 measures to prevent or limit any person from exercising inappropriate influence over the way in which a relevant person carries out investment or ancillary services or activities;
2.1.5 measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate investment or ancillary services or activities where such involvement may impair the proper management of conflicts of interest; and
2.1.6 if considered to be the only commercial solution, prohibiting a department to proceed with a specific transaction.
3) Use of Disclosure to Manage Conflicts of Interest
3.1 Under MiFID, disclosure is to be used as a last resort and only in the situation where Liberum considers that the procedures put in place to manage a particular conflict are not sufficient to ensure that the risk of material damage to client interests will be prevented.
3.2 Disclosure in this situation must be:
3.2.1 a clear indication of the general nature and/or sources of conflicts of interest;
3.2.2 made in a durable medium before undertaking business for the client; AND
3.2.3 include sufficient detail, taking into account the nature of the client, to enable that client to make an informed decision with respect to the service in the context of which the conflict of interest arises.
3.3 Durable medium means:
(a) paper; or
(b) any instrument which enables the recipient to store information addressed personally to him in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored. In relation to MiFID business or equivalent business of a third country investment firm, if the relevant rule implements the MiFID Implementing Directive the instrument used must be:
(i) appropriate to the context in which the business is to be carried on; and
(ii) chosen by the consumer when offered the choice between that instrument and paper.
4) Specific Conflicts of Interest Identified by MiFID
Under MiFID there are a number of specific areas which may be sources of conflicts of interest, the management of which is likely to be dealt with in different ways. Particular attention should be paid to the following areas when departments update Annex 2.
4.1.1 The definition of inducement under MiFID is wide and covers fees, commissions or other non-monetary benefits paid or received by Liberum in connection with carrying out MiFID business.
4.1.2 NOTE: a payment that does not fall within the definition of an "inducement" may still carry a risk of material damage to the interests of a client and thus still create a relevant conflict of interests situation that must be managed (for example, an internal bonus arrangement for Liberum employees based on individual performance levels may prompt an employee to favour one client over another).
4.1.3 All fees, commissions or non-monetary benefits by Liberum (or any relevant person) to a third party (or a person acting on behalf of a third party) are prohibited unless all three of the following conditions can be met (or the fee, commission or non-monetary benefit falls within 4.1.4 below):
(a) the existence, nature and amount of the fee, commission or non-monetary benefit, or, where the amount cannot be ascertained, the method of calculating that amount, is clearly disclosed to the client, in a manner that is comprehensive, accurate and understandable, prior to the provision of the service;
(b) the payment of the fee or commission, or the provision of the non-monetary benefit, is designed to enhance the quality of the service to the client ; and
(c) it does not impair Liberum's duty to act in the client's best interests.
This prohibition applies whether or not the third party is a member of the same group of companies as Liberum.
Liberum may disclose the "essential arrangements" relating to the fee, commission or non-monetary benefit in summary form to the client, in which case it must also inform the client that it will provide further detail upon request. Summary disclosure must provide adequate information to enable the client to relate the disclosure to the particular MiFID service being provided to him, or to the products to which the service relates, to make an informed decision whether to proceed with the service and whether to ask for fuller information on the fee, commission or non-monetary benefit.
NOTE: a generic disclosure which refers merely to the possibility that Liberum may or will receive inducements in the course of business is NOT sufficient to enable the client to make an informed decision. Further information must be disclosed to the client on the "essential arrangements" on a case-by-case basis, as referred to above.
4.1.4 The following "inducements" are also acceptable under the MiFID rules:
(a) a fee, commission or non-monetary benefit paid or provided to or by Liberum's client, or a person acting on behalf of that client; and
(b) proper fees which:
- enable or are necessary for the provision of Liberum's investment services, such as custody costs, settlement and exchange fees, regulatory levies or legal fees; and
- which, by their nature, cannot give rise to conflicts with Liberum's duties to act honestly, fairly and professionally in accordance with the best interests of its clients.
4.2) Non-Independent Research
4.2.1 Where Liberum produces or disseminates research or other information recommending or suggesting an investment strategy, which does not fall within the definition of "investment research" under MiFID, but which relates to one or several financial instruments admitted to trading on regulated markets or for which an application for trading has been made, or in respect of the issuers of such financial instruments, and which is intended for distribution to or likely to be accessible by a large number of persons or the public, these are to be clearly identified as a "marketing communication". MiFID (and the FCA's Rules) require that all non-independent research is:
(a) clearly identified as a marketing communication; and
(b) contains a clear and prominent statement that (or, in the case of an oral recommendation, to the effect that) it:
(i) has not been prepared in accordance with legal requirements designed to promote the independence of investment research; and
(ii) is not subject to any prohibition on dealing ahead of the dissemination of investment research.
[NOTE: Although MiFID requires non-independent research to be labelled as not being subject to any prohibition on dealing ahead, the overriding duty on the firm to manage conflicts of interest fairly will still apply and mean that in practice non-independent research will nonetheless be subject to such a prohibition.]
4.3) Personal Transactions / Personal Account Dealing
4.3.1 Liberum is required to establish, implement and maintain adequate arrangements aimed at preventing relevant persons carrying out the activities listed below when either:
(a) they are involved in activities which may give rise to a conflict of interest; or
(b) they have access to inside information or to other confidential information relating to clients, or transactions with or for clients, by virtue of an activity carried out by that relevant person on behalf of Liberum.
4.3.2 "Inside information" means information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers of financial instruments or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on prices of those financial instruments or on the price of related derivative financial instruments.
4.3.3 The prohibited activities for these purposes are:
(a) entering into a "personal transaction" which meets at least one of the following criteria:
(i) that person is prohibited from entering into it under the EU Market Abuse Directive ("MAD");
(ii) it involves the misuse or improper disclosure of that confidential information;
(iii) it conflicts or is likely to conflict with an obligation under the regulatory system or under MiFID that Liberum is subject to;
(b) advising or procuring, other than in the proper course of his employment or contract for services, any other person to enter into a transaction in designated investments which, if a personal transaction of the relevant person, would be covered by (a) above;
(c) without prejudice to the prohibition contained in MAD preventing a person from disclosing inside information to any other person unless such disclosure is made in the normal course of the exercise of his employment, profession or duties, disclosing, other than in the normal course of his employment or contract for services, any information or opinion to any other person if the relevant person knows, or reasonably ought to know, that as a result of that disclosure that other person will or would be likely to take either of the following steps:
(i) to enter into a transaction in designated investments which, if a personal transaction of the relevant person would be covered by (a) above;
(ii) to advise or procure another person to enter into such a transaction.
4.3.4 A "personal transaction" is a trade in a designated investment effected by or on behalf of a relevant person which meets at least one of the following criteria:
(a) that relevant person is acting outside the scope of the activities he carries out in that capacity;
(b) the trade is carried out for the account of any of the following persons:
(i) the relevant person;
(ii) any person with whom he has a family relationship, or with whom he has close links;
(iii) a person whose relationship with the relevant person is such that the relevant person has a direct or indirect material interest in the outcome of the trade, other than a fee or commission for the execution of the trade.
4.3.5 The restrictions on personal transactions do not apply to:
(a) personal transactions carried out under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant person or other person for whose account the transaction is executed; and
(b) personal transactions in UCITS or units in equivalent collective investment schemes, where the relevant person and any other person for whose account the transactions are carried out are not involved in the management of the scheme.
4.3.6 Liberum will ensure that:
(a) each relevant person covered in 4.3 of this Annex is aware of the restrictions on personal transactions, and of the internal measures implemented in connection with personal transactions and disclosure;
(b) it is informed promptly of any personal transaction entered into by a relevant person, either by notification of that transaction or by procedures enabling Liberum to identify such transactions; and
(c) a record is kept of the personal transaction notified to it or identified by it, including any authorisation or prohibition in connection with such a transaction.
Liberum Capital (the “Firm” or “We”) uses Chinese Walls to segregate confidential and material information obtained from clients. The firm uses Chinese Walls to ensure that information on corporate finance and capital market activities is not available to staff who may be engaged in dealing activities on behalf of clients or for the Firm itself. Where we use Chinese Walls, we also use management structures that support these restrictions on the flow of information, and we monitor to ensure that the information does not flow from one side of the Chinese Wall to the other unless a member of staff is formally brought over the wall in accordance with the Firms internal procedures.
The activities of our Market Making team are screened from all other areas of the business to ensure that the positions they take are taken in isolation from proposed research recommendations, Corporate Finance activity or unexecuted agency orders.
The Corporate Finance Department is segregated from the other areas of the business to ensure that no inside information is disseminated within the organisation. Where other members of staff are made insiders, the Compliance Department manages a wall crossing procedure and maintains an insiders list.
We operate a Personal Account Dealing Policy that requires all staff to declare any accounts held with external brokers and to have every transaction approved prior to dealing. In addition staff must request that third-party brokers forward copy-statements to the Compliance Department for review. This helps to ensure that trading does not occur in securities that are restricted or may conflict with our responsibilities to its clients.
Our research is not currently labelled as independent, as we do not meet the FCA’s criteria for labelling that research as “Investment Research”. Research is only provided to Professional and Eligible Counterparty Clients. Clients should review the research disclaimers that appear on our research. Liberum Capital endeavours to ensure that (in accordance with the applicable Financial Promotion Rules) its research is clear, fair and not misleading. We disseminate all research simultaneously to clients and internally to ensure that staff cannot deal either for the firm or their clients ahead of a general research publication. Personal Account dealing is not permitted for at least an hour after the publication of a general research publication.
Where Liberum Capital is involved in an offering of securities, an analyst may publish research on the company involved without restriction. However, in line with industry practice, the company has implemented a ‘blackout’ period policy. The blackout period policy is as follows;
Pre-Initial Public Offering (‘IPO’) - No Blackout period prior to an announcement;
Post ‘IPO’ – A blackout period of ten (10) days will be in force.
The final decision about the level of restrictions to apply will be taken by the Head of Compliance in consultation with legal advisers where appropriate.
The Firm operates a policy with respect to gifts and inducements. All gifts and inducements over £200.00 must be signed off by the Compliance Officer. In addition The Firm maintains a gifts and inducements log.
Outside Business Interests
Employees of Liberum Capital Limited are prohibited from having external business interests that conflict with the firms interest or the interest’s of Liberum Capital Limited’s clients, or both, unless approval is granted by the Compliance Officer in conjunction with the Directorate.
Liberum Capital will provide training to staff on conflicts of interest and its procedures for managing conflicts of interest.
Where we do not consider that the structural methods of conflict management such as those highlighted are sufficient to manage a conflict, Liberum Capital Limited may choose to disclose specific conflicts to clients and to ask for their informed consent to continue to act notwithstanding the existence of any such conflict.