Conflicts of Interest Management Policy Summary

This Conflicts of Interest Management Policy Summary document should be read along with the Customer Agreement between you and Boku Securities SIA ("Neverless", "we", "our", "us"). You should read the agreement carefully and ensure you understand it fully before placing an order. Please reach out to us if there is anything you do not understand. Neverless is authorised and regulated by the Bank of Latvia as an investment firm (license number: 27-55/2024/5).

Overview

Having taken into account the nature, scale, and complexity of our business and its structure, we have established and maintain a comprehensive Conflicts of Interest Management Policy. This policy, in summary, requires our employees and associated personnel to:

Identify any potential or actual conflicts of interest by following the reporting procedure in place; and
Manage the associated risks by avoidance, making use of additional controls, or making a disclosure to customers.

General nature and sources of Conflicts of Interest

A conflict of interest is defined as an action or relationship that may impair the ability to make an objective, independent and fair decision or may damage the interests of a customer or Neverless. This conflict can arise from the impairment of an employee, a business activity (e.g. this could be an interest in the outcome of a service or relationship), or by the giving or receiving of confidential information or by other means.

The conflicts of interest are those that may exist between:

Neverless and its shareholders/members; any persons directly or indirectly linked to Neverless or their shareholders/members by control; members of their management body; their employees or their customers.
Two or more customers whose mutual interest also conflict.

Conflicts of interest includes actual, perceived or potential conflicts of interest:

actual conflicts of interest arise when there is a direct conflict between individual’s duties and responsibilities and their personal/business interests which influence the performance of those duties;
perceived conflicts of interest arise when it could be perceived, or appear to a reasonable person, that an individual’s personal/business interests could improperly or unduly influence the performance of their duties and responsibilities;
potential conflicts of interest arise when an individual has private/ business interests that could conflict with their duties and responsibilities i.e., it is a conflict of interest that is not actual but, in time, could be.

The existence of an actual, perceived or potential conflict of interest does not necessarily imply wrongdoing on anyone’s part. However, any private, personal or business interests which give rise to such a conflict of interest must be recognised, disclosed appropriately and either eliminated or properly managed.

A sample of specific examples of transactions and activities at Neverless that may give rise to conflicts of interests which require appropriate management, mitigation or prevention is provided in Annex 1.

Identifying conflicts of interest

Neverless managers, employees and other relevant parties are required to disclose conflicts of interest before taking a position with us or before starting providing services on Neverless behalf.
Neverless managers, employees and associated personnel are required to report all potential, perceived and actual conflicts of interest as soon as they arise. This also applies to conflicts of interest arising between customers.
Neverless maintains a register of actual, perceived and potential conflicts of interest of which we have been notified.

Managing conflicts of interest

Conflicts of interest will always be avoided wherever possible. Where it is not possible to avoid it, the conflict of interest should be identified and addressed.
Conflict of interest situations will be dealt with by Neverless on a case-by-case basis as defined by internal procedures. Typical measures to handle a conflict of interest will be tailored depending on the situation, but may include (for example) segregating duties, responsibility to abstain from voting/adopting decisions, preventing the individual from holding directorships in competing institutions, imposing obligations with respect to certain outside business activities or personal securities transactions. The Conflicts of Interest Management Policy includes a comprehensive (but non-exhaustive) list of possible measures to be applied for managing conflicts of interest depending on the nature of specific conflicts of interest and other relevant circumstances.
Any outside business activity or personal transaction undertaken by an employee will need to be pre-approved by Neverless if the activity or the transaction creates a conflict of interest (or the appearance of one). Neverless may impose certain obligations towards the Employee in respect of the outside business activity or personal transaction (whatever the case may be) in order to manage the conflicts of interest.
All identified conflicts of interests, their investigation results will be reported both internally and when required externally as defined by internal policies and procedures of Neverless as well as the applicable legal acts.
Neverless may deem it necessary to disclose some conflicts of interest to customers in writing. In the event we do so, we may make the disclosure by updating this document, the Customer Agreement, or another disclosure document. We will describe the conflict clearly, identify residual risks that remain despite any mitigation efforts undertaken by us, and be sufficiently detailed to enable customers to make an informed decision.
Neverless’s organisational structure and clearly defined roles for managers and employees are designed to support effective conflict of interest management. To this end, a dedicated employee has been appointed to implement measures outlined in the Conflicts of Interest Management Policy, supported by sufficient human and technical resources to uphold robust and efficient conflicts of interest management practices.
Neverless keeps up-to-date records of all situations giving rise to actual and potential conflicts of interest, including the relevant services or activities, and of the measures undertaken to prevent or manage such conflicts in the relevant situations.
Failure by relevant managers and employees to comply with the obligation to disclose actual, perceived or potential conflicts of interest may lead to disciplinary actions being taken by Neverless, including warnings, termination of employment, or both.
All new and existing employees of Neverless will receive relevant training and communication on how to implement and adhere to the Conflicts of Interest Management Policy.
Neverless’s Conflicts of Interest Management Policy will be reviewed at least annually and whenever there is a material change to compliance management best practice, Neverless’s best practices, products/services that Neverless offers, its business arrangements, and/or new legal or regulatory requirements.

If you have any questions about Neverless‘s Conflicts of Interest Management Policy and/or practices, please contact us at care@neverless.com

Annex 1

Examples of transactions and activities at Neverless that may give rise to conflicts of interests (non-exhaustive list that contains only potential areas of conflicts)

Area of the potential conflict of interest	Potential conflict of interest scenario	Description	Steps taken to mitigate
Group	Intragroup financing	Group entity receives financing (in one or several transactions) in the form of loan or other facility from Neverless, other transactions are carried out that might have effect to the Neverless's financial standing, such as: cash pooling, royalties for non-specific services to be paid to the parent, outright financial support and similar.	Neverless •implements robust arm’s-length pricing policies; conducts regular reviews and assessments of intragroup transactions •requires board approvals for significant financial arrangements •maintains detailed documentation of transactions.
Customer’s onboarding	Customer’s onboarding	Manager / shareholder/ Group entity (their Related person) is a customer of Neverless. Neverless has an obligation to treat its customers fairly and equally, thus such situation may create challenges in ensuring fair treatment of the Manager/shareholder/Group entity and their Related person compared to other customers (in terms of pricing, complaints handling and similar), as well as there might be conflicts of interest in risk management practices, as the Manager/shareholder/Group entity may expect Neverless to take risks that align with their interests, even if it contradicts the Neverless Europe's overall risk appetite (for example, to onboard Manager/ shareholder/ Group entity as a customer despite the fact that the risk they pose is beyond Neverless' risks appetite).	Neverless •maintains clear policy to assess customers' eligibility, ensuring consistency •performs regular AML/ CTF audits to ensure adherence to internal standards; separate customer onboarding functions from risk assessment and management processes.
Outsourcing	Conflicting positions	Manager (their Related persons) •holds managerial position in the entity that provides significant outsource services to Neverless •is directly involved in the outsource service provision to Neverless (i.e. is an employee of the outsource service provider and provides services to Neverless) •have a qualified holding of such outsource service provider •similar. Serving as a manager or being employee of a company that does business with Neverless can compromise Manager's independent judgment when it comes to the assessment of the risks related to the outsourcing, evaluation of the performance under the agreement, certain controls in place, pricing and similar aspects.	Neverless •requires disclosure of relationships between Managers and outsourcing providers •ensures significant outsourcing agreements are approved by the Board •implements strict segregation of duties between decision-making and oversight functions •regularly monitor the performance of outsourcing providers against contract terms.
Shareholders	Shareholder’s control	Major shareholder of Neverless Europe is a Manager of Neverless or holds several managerial positions in Neverless (for example, member of the Board and General Manager). The major shareholder's dual role as a manager creates a situation where their decisions as a Manager may be influenced by their personal stake in Neverless, potentially compromising the objectivity of decision-making	Neverless •separates the roles of shareholders and management in governance frameworks •implements policies requiring recusal of conflicted individuals from decisions where they have vested interests •engages independent members on the Board to oversee decisions •conducts regular reviews of governance policies address shareholder influence.
Employment	Conflicting positions	The same person performs the function and at the same time ensures its control and oversight. When the same person performs both operational functions and oversight or control functions simultaneously, it can create potential conflicts and operational risks.	Neverless •enforces segregation of operational and oversight role •ensures periodic review of internal governance framework •establish whistleblowing mechanisms for employees.
Suppliers/ competitors	Conflicting positions	Manager (their Related person) is a manager of another entity or holds its qualifying holding and another entity is a competitor or potential supplier or customer of Neverless. If the other entity is a supplier, there could be concerns about the fairness of procurement processes. The Manager may be inclined to favour their connected entity, potentially leading to biased supplier selection and compromising Neverless's procurement practices. Similar conflicts may arise if the other entity is a customer. The Manager may face challenges in balancing the interests of both companies, potentially leading to difficulties in providing impartial services and maintaining customer relationships.	Neverless •requires full disclosure of any personal interests in suppliers, customers, or competitors •regularly review supplier contracts for transparency and fairness.
Gifts	Gifts	The Employee/Manager may inadvertently or intentionally favour a third party over the other due to the gift/benefit received. This could lead to a situation where such a customer/third party receives more favourable treatment than other customers/third parties in terms of engaging in business relations, termination of relationships, applied restrictions, pricing, complaints handling, and other aspects.	Neverless •implements strict gift and benefit policies, including thresholds for reporting •establishes a gifts register to monitor disclosures •conducts periodic training for employees on handling gifts and benefits ethically.
Products, Services	Cross-Selling Products	A conflict of interest arises between Neverless, an Employee, and a customer if the Employee engages in cross-selling activities or offers multiple services/products to the customer that are not in the customer’s best interest, primarily to generate higher fees or revenue for Neverless, thereby disadvantaging the customer.	Neverless •monitors sales practices to ensure alignment with customer interests •enforce transparent disclosure of product risks and fees.
	Misuse of customer’s confidential or non-public information including inside information	A conflict of interest may occur between Neverless, an Employee, and a customer when Neverless or an Employee holds confidential or inside information about a customer. If Neverless, the Employee, or another customer of Neverless has a vested interest in utilising this information in a manner that conflicts with, and could harm, the interests of another customer or any party to whom Neverless has an obligation, a conflict arises.	Neverless •restricts access to confidential information to relevant personnel only •Implements systems to monitor and audit access and usage of sensitive data •Conduct periodic training on handling confidential information and the consequences of misuse.
	Related persons	A conflict of interest may arise between Neverless, an Employee, a customer, or a vendor if an Employee conducts business with individuals who are Related persons. Such dealings may compromise or question the Employee’s judgment, objectivity, or ability to properly fulfill their duties and responsibilities to Neverless and/or customers. This can also lead to reputational damage to Neverless, including the risk or appearance of impropriety in how business is awarded to or by Neverless, or Neverless obtaining an improper advantage or treatment.	Neverless •require mandatory disclosure of related-person relationships •prohibit employees from participating in decisions involving related parties •conduct independent reviews of transactions involving related persons.
	Inducements	A conflict of interest may arise between Neverless, an Employee, a customer, a vendor, and/or a third party if Neverless or Employees give or receive fees, commissions, or other monetary and non-monetary benefits that may improperly influence the actions of Neverless, Employees, the customer, or the customer’s employees, potentially creating a disadvantage for Neverless Europe or its customer.	Neverless •enforce transparency by requiring disclosure of all fees, commissions, and benefits •prohibit the Company from accepting inducements that may create biases •implements codes of conduct to regulate interactions with vendors and clients.
	Use of in-house products	A conflict of interest may arise between Neverless, an Employee and a customer if the Employee recommends or advises the customer to purchase products or services developed by Neverless (‘In-house products’), including recommending these instead of products or services developed by third parties	Neverless •regularly review product offerings for competitive fairness.

Conflicts of Interest Management Policy Summary

Overview

Identify any potential or actual conflicts of interest by following the reporting procedure in place; and
Manage the associated risks by avoidance, making use of additional controls, or making a disclosure to customers.

General nature and sources of Conflicts of Interest

The conflicts of interest are those that may exist between:

Neverless and its shareholders/members; any persons directly or indirectly linked to Neverless or their shareholders/members by control; members of their management body; their employees or their customers.
Two or more customers whose mutual interest also conflict.

Conflicts of interest includes actual, perceived or potential conflicts of interest:

actual conflicts of interest arise when there is a direct conflict between individual’s duties and responsibilities and their personal/business interests which influence the performance of those duties;
perceived conflicts of interest arise when it could be perceived, or appear to a reasonable person, that an individual’s personal/business interests could improperly or unduly influence the performance of their duties and responsibilities;
potential conflicts of interest arise when an individual has private/ business interests that could conflict with their duties and responsibilities i.e., it is a conflict of interest that is not actual but, in time, could be.

Identifying conflicts of interest

Neverless managers, employees and other relevant parties are required to disclose conflicts of interest before taking a position with us or before starting providing services on Neverless behalf.
Neverless managers, employees and associated personnel are required to report all potential, perceived and actual conflicts of interest as soon as they arise. This also applies to conflicts of interest arising between customers.
Neverless maintains a register of actual, perceived and potential conflicts of interest of which we have been notified.

Managing conflicts of interest

Conflicts of interest will always be avoided wherever possible. Where it is not possible to avoid it, the conflict of interest should be identified and addressed.
Conflict of interest situations will be dealt with by Neverless on a case-by-case basis as defined by internal procedures. Typical measures to handle a conflict of interest will be tailored depending on the situation, but may include (for example) segregating duties, responsibility to abstain from voting/adopting decisions, preventing the individual from holding directorships in competing institutions, imposing obligations with respect to certain outside business activities or personal securities transactions. The Conflicts of Interest Management Policy includes a comprehensive (but non-exhaustive) list of possible measures to be applied for managing conflicts of interest depending on the nature of specific conflicts of interest and other relevant circumstances.
Any outside business activity or personal transaction undertaken by an employee will need to be pre-approved by Neverless if the activity or the transaction creates a conflict of interest (or the appearance of one). Neverless may impose certain obligations towards the Employee in respect of the outside business activity or personal transaction (whatever the case may be) in order to manage the conflicts of interest.
All identified conflicts of interests, their investigation results will be reported both internally and when required externally as defined by internal policies and procedures of Neverless as well as the applicable legal acts.
Neverless may deem it necessary to disclose some conflicts of interest to customers in writing. In the event we do so, we may make the disclosure by updating this document, the Customer Agreement, or another disclosure document. We will describe the conflict clearly, identify residual risks that remain despite any mitigation efforts undertaken by us, and be sufficiently detailed to enable customers to make an informed decision.
Neverless’s organisational structure and clearly defined roles for managers and employees are designed to support effective conflict of interest management. To this end, a dedicated employee has been appointed to implement measures outlined in the Conflicts of Interest Management Policy, supported by sufficient human and technical resources to uphold robust and efficient conflicts of interest management practices.
Neverless keeps up-to-date records of all situations giving rise to actual and potential conflicts of interest, including the relevant services or activities, and of the measures undertaken to prevent or manage such conflicts in the relevant situations.
Failure by relevant managers and employees to comply with the obligation to disclose actual, perceived or potential conflicts of interest may lead to disciplinary actions being taken by Neverless, including warnings, termination of employment, or both.
All new and existing employees of Neverless will receive relevant training and communication on how to implement and adhere to the Conflicts of Interest Management Policy.
Neverless’s Conflicts of Interest Management Policy will be reviewed at least annually and whenever there is a material change to compliance management best practice, Neverless’s best practices, products/services that Neverless offers, its business arrangements, and/or new legal or regulatory requirements.

If you have any questions about Neverless‘s Conflicts of Interest Management Policy and/or practices, please contact us at care@neverless.com

Annex 1

Examples of transactions and activities at Neverless that may give rise to conflicts of interests (non-exhaustive list that contains only potential areas of conflicts)

Area of the potential conflict of interest	Potential conflict of interest scenario	Description	Steps taken to mitigate
Group	Intragroup financing	Group entity receives financing (in one or several transactions) in the form of loan or other facility from Neverless, other transactions are carried out that might have effect to the Neverless's financial standing, such as: cash pooling, royalties for non-specific services to be paid to the parent, outright financial support and similar.	Neverless •implements robust arm’s-length pricing policies; conducts regular reviews and assessments of intragroup transactions •requires board approvals for significant financial arrangements •maintains detailed documentation of transactions.
Customer’s onboarding	Customer’s onboarding	Manager / shareholder/ Group entity (their Related person) is a customer of Neverless. Neverless has an obligation to treat its customers fairly and equally, thus such situation may create challenges in ensuring fair treatment of the Manager/shareholder/Group entity and their Related person compared to other customers (in terms of pricing, complaints handling and similar), as well as there might be conflicts of interest in risk management practices, as the Manager/shareholder/Group entity may expect Neverless to take risks that align with their interests, even if it contradicts the Neverless Europe's overall risk appetite (for example, to onboard Manager/ shareholder/ Group entity as a customer despite the fact that the risk they pose is beyond Neverless' risks appetite).	Neverless •maintains clear policy to assess customers' eligibility, ensuring consistency •performs regular AML/ CTF audits to ensure adherence to internal standards; separate customer onboarding functions from risk assessment and management processes.
Outsourcing	Conflicting positions	Manager (their Related persons) •holds managerial position in the entity that provides significant outsource services to Neverless •is directly involved in the outsource service provision to Neverless (i.e. is an employee of the outsource service provider and provides services to Neverless) •have a qualified holding of such outsource service provider •similar. Serving as a manager or being employee of a company that does business with Neverless can compromise Manager's independent judgment when it comes to the assessment of the risks related to the outsourcing, evaluation of the performance under the agreement, certain controls in place, pricing and similar aspects.	Neverless •requires disclosure of relationships between Managers and outsourcing providers •ensures significant outsourcing agreements are approved by the Board •implements strict segregation of duties between decision-making and oversight functions •regularly monitor the performance of outsourcing providers against contract terms.
Shareholders	Shareholder’s control	Major shareholder of Neverless Europe is a Manager of Neverless or holds several managerial positions in Neverless (for example, member of the Board and General Manager). The major shareholder's dual role as a manager creates a situation where their decisions as a Manager may be influenced by their personal stake in Neverless, potentially compromising the objectivity of decision-making	Neverless •separates the roles of shareholders and management in governance frameworks •implements policies requiring recusal of conflicted individuals from decisions where they have vested interests •engages independent members on the Board to oversee decisions •conducts regular reviews of governance policies address shareholder influence.
Employment	Conflicting positions	The same person performs the function and at the same time ensures its control and oversight. When the same person performs both operational functions and oversight or control functions simultaneously, it can create potential conflicts and operational risks.	Neverless •enforces segregation of operational and oversight role •ensures periodic review of internal governance framework •establish whistleblowing mechanisms for employees.
Suppliers/ competitors	Conflicting positions	Manager (their Related person) is a manager of another entity or holds its qualifying holding and another entity is a competitor or potential supplier or customer of Neverless. If the other entity is a supplier, there could be concerns about the fairness of procurement processes. The Manager may be inclined to favour their connected entity, potentially leading to biased supplier selection and compromising Neverless's procurement practices. Similar conflicts may arise if the other entity is a customer. The Manager may face challenges in balancing the interests of both companies, potentially leading to difficulties in providing impartial services and maintaining customer relationships.	Neverless •requires full disclosure of any personal interests in suppliers, customers, or competitors •regularly review supplier contracts for transparency and fairness.
Gifts	Gifts	The Employee/Manager may inadvertently or intentionally favour a third party over the other due to the gift/benefit received. This could lead to a situation where such a customer/third party receives more favourable treatment than other customers/third parties in terms of engaging in business relations, termination of relationships, applied restrictions, pricing, complaints handling, and other aspects.	Neverless •implements strict gift and benefit policies, including thresholds for reporting •establishes a gifts register to monitor disclosures •conducts periodic training for employees on handling gifts and benefits ethically.
Products, Services	Cross-Selling Products	A conflict of interest arises between Neverless, an Employee, and a customer if the Employee engages in cross-selling activities or offers multiple services/products to the customer that are not in the customer’s best interest, primarily to generate higher fees or revenue for Neverless, thereby disadvantaging the customer.	Neverless •monitors sales practices to ensure alignment with customer interests •enforce transparent disclosure of product risks and fees.
	Misuse of customer’s confidential or non-public information including inside information	A conflict of interest may occur between Neverless, an Employee, and a customer when Neverless or an Employee holds confidential or inside information about a customer. If Neverless, the Employee, or another customer of Neverless has a vested interest in utilising this information in a manner that conflicts with, and could harm, the interests of another customer or any party to whom Neverless has an obligation, a conflict arises.	Neverless •restricts access to confidential information to relevant personnel only •Implements systems to monitor and audit access and usage of sensitive data •Conduct periodic training on handling confidential information and the consequences of misuse.
	Related persons	A conflict of interest may arise between Neverless, an Employee, a customer, or a vendor if an Employee conducts business with individuals who are Related persons. Such dealings may compromise or question the Employee’s judgment, objectivity, or ability to properly fulfill their duties and responsibilities to Neverless and/or customers. This can also lead to reputational damage to Neverless, including the risk or appearance of impropriety in how business is awarded to or by Neverless, or Neverless obtaining an improper advantage or treatment.	Neverless •require mandatory disclosure of related-person relationships •prohibit employees from participating in decisions involving related parties •conduct independent reviews of transactions involving related persons.
	Inducements	A conflict of interest may arise between Neverless, an Employee, a customer, a vendor, and/or a third party if Neverless or Employees give or receive fees, commissions, or other monetary and non-monetary benefits that may improperly influence the actions of Neverless, Employees, the customer, or the customer’s employees, potentially creating a disadvantage for Neverless Europe or its customer.	Neverless •enforce transparency by requiring disclosure of all fees, commissions, and benefits •prohibit the Company from accepting inducements that may create biases •implements codes of conduct to regulate interactions with vendors and clients.
	Use of in-house products	A conflict of interest may arise between Neverless, an Employee and a customer if the Employee recommends or advises the customer to purchase products or services developed by Neverless (‘In-house products’), including recommending these instead of products or services developed by third parties	Neverless •regularly review product offerings for competitive fairness.