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C. Conflicts of Interest

1. VASPs shall use all reasonable efforts to avoid conflicts of interest between any of the following—
  a. their Group;
  b. the VASP;
  c. their Board;
  d. their Staff;
  e. their clients; and/or
  f. their investors.
  In the event that the VASP cannot avoid conflicts of interest after using all reasonable efforts, it shall ensure that such conflicts of interest are disclosed to its affected clients, and such clients should be fairly treated by the VASP.
2. If a VASP, a member of the Board or any of its Staff has an interest that may reasonably impair its objectivity, in a transaction with or for a client or a relationship which gives rise to an actual or potential conflicts of interest in relation to the transaction, the VASP shall—
  a. promptly disclose the nature of such conflict to its affected client; and
  b. to the extent that the affected client’s interests can be sufficiently protected, manage and minimise such conflict by adopting appropriate measures to ensure fair treatment to its affected client, including establishing and maintaining “Chinese Walls” to separate Staff into different teams.
3. VASPs shall establish and implement appropriate written internal policies and procedures for the identification and management or resolution [as applicable] of any actual or potential conflicts of interest. VASPs shall maintain a special register for conflicts of interest in which the conflicts and management or remedial measures taken are recorded in detail.
4. When a member of the Board discloses to the Board that they have a material interest in a transaction, the remaining members of the Board present at the Board meeting shall consider whether it is appropriate for that Board member to continue to participate in the Board meeting after reviewing whether the conflict may affect the objectivity of that member and/or their ability to perform their tasks towards the company properly. If the remaining members of the Board decide that it is not appropriate for that member to participate, they may ask that member to leave the Board meeting. That Board member is not entitled to use the member’s personal influence in issues whether in or outside the meeting. The Board member shall not vote on the decision. The Company Secretary shall record the conflict in the relevant Board minutes.
5. Where a VASP represents itself as being independent when conducting a VA Activity—
  a. it shall not receive fees, commissions or any benefits, paid or provided [whether directly or indirectly] by any Entity other than the end client in relation to the provision of services related to such VA Activity to clients; and
  b. it shall not have any close links or other legal or economic relationships with third parties which are likely to impair its independence to favour a particular third party in relation to its provision of services related to such VA Activity.