Corporate Governance and Compensation Policy

PKF ATTEST CAPITAL MARKETS SV, S.A. (hereinafter, "Capital Markets" or the "Company") is a securities company registered in the Madrid Mercantile Registry dated April 30, 2019, volume 39047, folio 153, sheet M-574144, entry 7. Capital Markets' activity is authorized by the National Securities Market Commission (www.cnmv.es) dated June 14, 2019, and is registered in the register under no. 288.

Capital Markets' Bylaws are available HERE.

ORGANIZATION OF GOVERNING BODIES

The Board of Directors of Capital Markets is composed of four directors: Mr. Jokin Cantera Bengoechea, Mr. Javier Jordán Litago, Mr. José Miguel Albisu Tristán and Mr. Wafi Saleh Malla.

The Board of Directors is the highest governing body, and is located at the top of the organizational structure. The Board of Directors sets the business strategy in the different business areas and is the body responsible for the governance of the company, reporting to the General Shareholders' Meeting under the terms set forth in the Capital Companies Act.

Capital Markets has an Internal Organization, Control and Corporate Governance Procedure Manual HERE -last updated and approved by the Board of Directors in December 2023-. It contains the policies and procedures that regulate the appointment, removal and evaluation of the suitability to hold office of members of the Board of Directors, general managers or similar, persons who assume the functions of internal control, as well as other persons who hold key positions for the daily development of the Company's activity.

The assessment of the suitability of the members of the Board of Directors, of the general managers or similar and of the persons who assume the functions of internal control or occupy key positions for the daily development of the Company's activity, is in accordance with the criteria of honorability, experience and good governance established in Royal Decree-Law 14/2018, in RD 21/2008 and in the ESMA and EBA Guidelines (hereinafter the "Guidelines") on the regulation of the suitability of the members of the Board of Directors and the holders of key functions. Such assessment shall be carried out either by the Company itself, when new appointments are made and whenever circumstances arise that make it advisable to reassess the suitability; or by the acquirer of a significant shareholding, when the aforementioned acquisition results in new appointments; or by the National Securities Market Commission for the specific cases provided for in RD 217/2008.

ORGANIZATIONAL STRUCTURE

Capital Markets has an organization in accordance with the needs required to carry out the activity for which it is authorized, with an adequate segregation of functions that allows managing, contracting, accounting, administration and payment by different people and departments.

As general responsibilities, all persons assigned to the different departments have the obligation, to the degree that corresponds to them, to:

  • To be familiar with the specific legal regulations governing the activities of securities companies, those affecting the financial markets, and those internal instructions necessary to carry out their functions within the strictest legal framework, both internally and externally.
  • To be familiar with the Company's Internal Code of Conduct (RIC), ensuring its correct application.
  • To be familiar with the regulations on the Prevention of Money Laundering and Financing of Terrorism.
  • Participate in the working groups entrusted to him/her by his/her immediate superior.
  • File and keep custody of the documentation or information generated, taking due precautions and following the instructions described in the Company's Administrative and Accounting Procedures Manual.

The Internal Organization, Control and Corporate Governance Procedure Manual of Capital Markets -last updated and approved by the Board of Directors in December 2023- includes the activity carried out by the Company and the human and material resources it has for this purpose.

 Management team

Senior Management is comprised of the persons who effectively direct the Company's activities. These persons must be of good repute and have sufficient experience to ensure the proper and prudent management of the Company.

In this sense, Senior Management would be made up of the Company's Board Members. Their functions are set forth in the Internal Organization, Control and Corporate Governance Procedure.

 Administration and Accounting

The Company has agreed to appoint Mr. Wafi Saleh as head of the administration department. However, the Entity has delegated most of the administration and accounting functions(Back Office) to PKF Attest Servicios Profesionales, S.L., the parent company of the PKF Attest Group to which the Company belongs. Its functions are described in the Internal Organization, Control and Corporate Governance Procedure.

 Consulting Department

The Company has agreed to appoint Mr. Javier Jordán Litago as head of the consulting department. His functions can be found in the Internal Organization, Control and Corporate Governance Procedure.

 Marketing Department

The Company has agreed to set up a marketing department, appointing Mr. Jokin Cantera as its head. His functions can be found in the Internal Organization, Control and Corporate Governance Procedure.

NTERNAL CONTROL UNITS

The Company's internal control is carried out through the following units:

  • Risk Management: The Risk Management Unit has been delegated to an external, independent company that reports directly to the Board of Directors.
  • Regulatory Compliance: The Regulatory Compliance Unit has been delegated to an external and independent company that reports directly to the Board of Directors.
  • Internal Audit: The Company has decided to delegate the work of the Internal Audit Unit to an external and independent company that reports directly to the Board of Directors.

The functions and responsibilities of the Regulatory Compliance, Internal Audit and Risk Management Unit are described in the Delegated Functions Control Procedure.

Capital Markets has an Internal Communication Procedure Manual and Communication of Information to third parties, last revised in December 2023, which describes the procedures established to ensure compliance by the Company's personnel with the rules, both legal (and therefore of an external nature), and those of an internal nature (and therefore generated within the organization) related to communications to the CNMV. The Manual also describes the mandatory communications to Sepblac, to clients, and to entities with delegated functions.

Likewise, and as indicated in the "Organizational Structure" section, the Internal Control Unit will perform its tasks in accordance with the above, subject to the administrative and accounting procedures in force in the Company, which were last revised in December 2023.

CRITERIA FOR THE PREVENTION OF CONFLICTS OF INTEREST:

The following is a summary of the Conflicts of Interest Management Policy adopted by Capital Markets to deal with conflicts that may arise in the course of its business, last revised in November 2023.

  • Measures to prevent and manage conflicts of interest:

In order to prevent potential conflicts of interest that may arise in relation to access to Privileged or Confidential Information, PKF Attest keeps separate those business areas especially subject to conflicts of interest (distribution and origination). These areas are duly separated from each other, thus guaranteeing that each of these areas makes the corresponding decisions autonomously and in its own sphere. Likewise, it guarantees the autonomy and objectivity of those Competent Persons who participate in the preparation of investment reports.

In order to prevent and manage potential conflicts of interest in connection with brokerage and advisory activities:

In the development of its activities, PKF Attest must act with honesty, impartiality and professionalism, in the interest of its clients.

The Company has a Best Execution and Broker Selection Policy to obtain the best results from its clients' orders.

The Company has established a Remuneration Policy for its employees, which is reviewed annually, in order to, among other things, avoid possible conflicts of interest that may arise in the performance of the duties of the Competent Persons.

The Company has measures and procedures in place to recommend financial instruments to customers based on their preferences and needs.

5.When participating in placement transactions, PKF Attest will inform the client about the placement in which they are advising the issuer and receiving a commission for the provision of the service. 

  • Procedures for the resolution of other conflicts of interest:

Where the organizational or administrative measures taken to manage the conflict of interest are not sufficient to ensure, with reasonable certainty, its elimination, PKF Attest shall notify the client in advance of the nature and origin of the conflict before acting on the client's behalf. PKF Attest shall ensure that disclosure to customers, in this regard, constitutes the solution of last resort.

The disclosure shall also clearly state that the organizational and administrative measures put in place by the Company to prevent or manage such conflict are not sufficient to ensure, with reasonable certainty, its elimination. The disclosure shall include a description of the conflicts of interest arising in the provision of investment services taking into account the nature of the client. In addition, it shall explain the general nature and source of the conflicts of interest, as well as the risks arising for the client as a result of such conflicts and the measures taken to mitigate those risks, in sufficient detail to enable the client to make an informed decision in relation to the investment or ancillary service in the context of which the conflict of interest arises.

In the event of a conflict of interest, the heads of the departments involved shall initially be responsible for remedying it, immediately notifying the Internal Code of Conduct Monitoring Body so that it can take the necessary measures to remedy it, if necessary.

In the event of a serious conflict of interest, or if the situation has not been remedied, the Regulatory Compliance Unit will be notified and will advise the heads of the departments involved so that it can be resolved as quickly as possible.

Similarly, in the event of a conflict of interest between PKF Attest and a client, the legitimate interests of the clients shall take precedence.

Finally, the Company will keep a record of conflicts of interest generated on an annual basis.