The Company may execute or place an order (or transmit an order for execution) outside a Trading Venue provided that the Client’s prior express consent is obtained. It is noted by executing a transaction outside a Trading Venue, additional risks may be incurred (e.g. counterparty risk).

For additional information on the relevant risks associated by executing transactions outside a Trading Venue please refer to the “Financial Instruments Description and Associated Risks” document that is provided to you during on-boarding process and is available upon request, as well as the Risk Disclosure Statement posted at the Company’s website. Upon Client’s request, additional information about the consequences may be provided.

9. REVIEW, ASSESSMENT AND MONITORING

The Company's senior management and Compliance function will, on a regular basis, review the Policy and the effectiveness of the arrangements established, in an effort to identify, and where appropriate, correct any deficiencies.

The Company will review the Policy and its arrangements at least annually, and whenever a material change occurs that affects the Company’s ability to obtain the best possible result for its Clients on a consistent basis.

The Company will ensure that it provides best execution and act in the best interest of its Clients on an ongoing basis, by monitoring the performance of its Execution Venues and brokers when executing, placing, and transmitting Client orders.

The Clients with whom the Company has an ongoing relationship, will be notified of any material changes or amendments to the Policy or order execution and transmission arrangements, which may be made from time to time.

10. PUBLIC REPORTING REQUIREMENTS

Information on the top five execution venues and brokers
The Company will publish on an annual basis, for each class of Financial Instrument, certain information on the top five Execution Venues in terms of trading volumes where the Company executed Client orders in the preceding year. In addition, the Company will also summarise and make public, for each class of Financial Instrument, information on the quality obtained from Execution Venues. Similar information will be published for the top five brokers. This information will be available on the Company's website.

Information on the quality of execution
MiFID II framework requires that for Financial Instruments subject to the trading obligation, each Trading Venue and Systematic Internaliser, and for other Financial Instruments each Execution Venue, makes available to the public, data relating to the quality of execution of transactions.

Such information shall be published (on a quarterly basis) for each trading day, in a machine-readable electronic format, available for downloading by the public. The Company will publish such information on the Company’s website, provided that it qualifies as an Execution Venue.

11. CLIENT ORDER HANDLING RULES

In accordance with the obligations under MiFID II framework, the Company will endeavour to provide Clients with prompt, fair and expeditious execution of Client orders placed with the Company, relative to other orders from its Clients or proprietary trading interests of brokers including connected parties. In so doing, the Company:

• promptly and accurately records and allocates orders executed on behalf of Clients;
• carries out comparable Client orders sequentially and promptly unless the characteristics of the order or prevailing market conditions make this impracticable, or the interests of the Client require otherwise; and
• informs Retail Clients about any material difficulty relevant to the proper carrying out of orders promptly upon becoming aware of the difficulty.

12. CLIENT CONSENTS

The Client will be deemed to have consented to the Policy upon acceptance of the Terms of Business, as well as where the Client continues to enter into transactions within the scope of the Policy.

The Company may execute all or part of an order outside a Trading Venue. In such case, the Company is required to obtain the prior express consent of its Clients prior to executing orders in Financial Instruments outside of a Trading Venue.

Furthermore, where a Client limit order in respect of shares admitted to trading on Regulated Market or traded on a Trading Venue is not immediately executed under prevailing market conditions, the Company is required to take measures to facilitate the earliest possible execution of the order by making public immediately that Client limit order, unless the Client expressly instructs the Company otherwise

13. ADDITIONAL INFORMATION

Upon request from Clients, the Company will demonstrate to Clients, that their orders were executed in accordance with the provisions set out in the Policy.

For any queries or further assistance in understanding any aspect of this document, please contact the Company at, compliance email address

A
Country by Country reporting

In accordance with the Prudential Supervision of Investment Firms, the Company shall disclose annually, by Member State and by third country in which it has an establishment, the following information: (a) name(s), nature of activities and geographical location (b) turnover; (c) number of employees on a full time equivalent basis; (d) profit or loss before tax; (e) tax on profit or loss; (f) public subsidies received.

(1) Turnover: comprises gains less losses arising from financial assets at fair value through profit or loss, gains less losses arising from foreign currencies, gains less losses arising from trading in precious metals, interest income, fee and commission income.
(2) Number of employees: the number of employees has been calculated as the number who were employed on a full time basis by the Company as at 31 December 2020.
(3) Tax on profit: includes corporation tax and origination and reversal of temporary differences.

B
Public disclosure of return on assets

The Company's Return on Assets, as at 31 December 2020, calculated as net profit divided by total balance sheet is 0.48%.

C
Matters related to Remuneration

In line with the requirements of the Directive, the Company has prepared and implemented a Remuneration Policy. The key elements are presented below, as well as in the Company’s annual Public Disclosure documents.

The Remuneration Policy (“the Policy”) of the Company, forms an integral part of its corporate governance, and is developed taking into consideration the Company’s objectives, business and risk strategy, the corporate culture, its values and the long-term interests of the Company. The Policy applies to top management executives, risk takers, individuals whose total remuneration takes them into the same remuneration level as the aforementioned categories, individuals who perform control duties, and individuals whose professional activities have a significant impact on the Company’s risk profile. The Policy is reviewed at least on an annual basis and any amendments made are approved by the Board of Directors and the Remuneration Committee. The Board of Directors adopts and periodically reviews the general principles of the Policy. The Board of Directors is also responsible for its implementation as well as preventing/mitigating any risks, which may arise as a result of the Policy and practices of the Company

The implementation of the Policy is also subject to independent periodic review by the Compliance and Internal Audit functions in order to assess the level of compliance with applicable laws, rules, regulations and regulatory guidance. In establishing the Remuneration Policy, the Company complies with the following principles, in a manner appropriate to its size, internal organisation and the nature, scope and complexity of its activities:

• The Policy is consistent with and promotes sound and effective risk management and does not encourage risk-taking that exceeds the acceptable levels of risks;
• The Policy is in line with the Company's strategic direction, objectives and values, and has been designed to serve the Company's long-term interests;
• The Remuneration Committee is responsible for ensuring the implementation of the policy, to periodically review it and to suggest changes that are deemed necessary for ensuring that the Company's talent is retained while excess risk taking is avoided;
• The Policy, is at least annually, subject to independent internal review for compliance with policies and procedures adopted by the Company;
• The remuneration of staff engaged in the control functions is in accordance with the achievement of objectives linked to their functions, independent of the performance of the business areas they oversee;
• The remuneration of the Senior Officers in the Risk Management and Compliance functions is directly overseen by the Remuneration Committee.

This Policy covers total remuneration (i.e. fixed and variable) as well as benefits in kind and allowances.

The amount of remuneration is fixed in the employment agreement of each employee and it reflects the educational level, experience, accountability, and the position’s functional requirements. The Company has developed fixed remuneration ranges, which differ among hierarchical levels and the nature of the business. Ranges are reviewed annually taking into consideration market trends and current legal requirements. Total remuneration consists of the fixed salary, benefits such as health insurance and, in certain cases, variable remuneration in the form of a bonus.

As per the provisions of Directive, the principles adopted by the Company relating to variable remuneration, when provided, are as follows:

• Where remuneration is performance related, the total amount of remuneration is based on a combination of the assessment of the performance of the individual and of the business unit concerned, as well as the overall results of the Company as a whole. Upon assessing individual performance, both financial and non-financial criteria are taken into consideration;
• Assessment of performance is set in a multi-year framework in order to ensure that the assessment process is based on long-term performance and that the actual payment of performance-based components of remuneration is spread over a period which takes account of the underlying business cycle of the Company and the business risks it encounters;
• The total variable remuneration does not limit the ability of the Company to maintain its capital base;
• Variable remuneration is not guaranteed and shall not be part of prospective remuneration plans;
• Guaranteed variable remuneration is limited only to the cases in which the Company wants to offer it in the first year of employment of a new staff member, and only if the Company has a strong capital base;
• The fixed and variable components of total remuneration are appropriately balanced;
• Variable remuneration can be reduced to zero, and shall not exceed 100% of the fixed component of the remuneration for each individual unless other conditions apply.

As allowed by Directive , the Company’s Board of Directors may decide that a higher variable remuneration may be given. In such a case, the Board of Directors will ensure that all provisions of the Directive will be followed accordingly.

When paying out any variable remuneration to the risk takers, the Company ensures the following, in a manner and to the extent that is appropriate to the Company’s size, internal organisation and nature, scope and complexity of activities (the “Proportionality Conditions”):

• At least 40% of the variable remuneration is deferred over a period of three to five years;
• In the event that the variable remuneration is particularly high, then at least 60% of the amount shall be deferred;
• At least 50% of any variable remuneration will be paid out in instruments. This must be applied to both the deferred and non-deferred part of the variable remuneration component;
• Up to 100% of the total variable remuneration is subject to malus or clawback arrangements, which are set by the Company.

The determination of the variable remuneration to be awarded to various staff members is defined in the Bonus Policy of the Company. All risk takers are clearly informed at the outset of the criteria which are used to determine the amount of their variable remuneration, as well as the steps and timing of their performance reviews.

All Proportionality Conditions set out in the Company’s Remuneration Policy are subject to periodic review by the Remuneration Committee in order to assess the level of compliance with the applicable regulatory and legal framework. Such review is conducted at least on an annual basis, and any amendments made are approved by the Board of Directors.

D
Governance Arrangements

In identifying the Board of Directors, the Company has taken into consideration the matters outlined . As such the members of the Board of Directors:

• Have sufficiently good repute and possess sufficient knowledge, skills and experience to perform their duties;
• Commit sufficient time to perform their functions in the Company;
• The number of directorships held by each member of the Board does not compromise the time devoted to the Company. In all cases, the Company's Board members do not hold more than one of the following combinations of directorships at the same time, unless special permissions have been granted:
  • one executive directorship with two non-executive directorships;
  • four non-executive directorships.
• Act with honesty, integrity and independence of mind to effectively assess and challenge the decisions of senior management where necessary and to effectively oversee and monitor the decision-making of management.

Overall, the Company's governance arrangements comply with the below requirements, as these are set out in Law:

• The overall responsibility for the Company lies with the Board of Directors, which approves and oversees the implementation of the Company’s strategic objectives, risk prevention strategy and internal governance;
• The Board of Directors ensures the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the Law and relevant standards;
• The Board of Directors oversees the process of disclosure and announcements;
• The Board of Directors is responsible for providing effective supervision of senior management;
• The Chairman of the Board of Directors does not exercise simultaneously the functions of a chief executive officer in the Company;
• The Company’s Board of Directors monitors and periodically assesses the effectiveness of the Company’s governance arrangements and takes all appropriate steps to address any deficiencies.

Nomination Committee

Pursuant to the EU Directive , dated 26 June 2013, on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, Member States shall ensure that institutions which are significant in terms of their size, internal organisation and the nature, scope and complexity of their activities establish a nomination committee composed of members of the management body who do not perform any executive function in the institution concerned.

As the term clearly denotes, this committee is responsible for issues related to the nomination of directors to the Company. It identifies and recommends candidates for appointment to various Boards and other key positions within the Company (to be finally approved by the Board of Directors) and periodically reviews the performance of such officers, and particularly their skills and input into the company. In certain cases, the Nomination Committee calls upon the persons it has nominated to inquire whether they indeed wish to serve in that particular position of the Company; if not, the Committee usually meets again to find and recommend other suitable candidates to act in such positions of the Company. Similarly, if a candidate, in the course of time, does not seem to discharge his / her functions adequately, the Nomination Committee is assigned the role of nominating another candidate to act in his / her place.

The Nomination Committee is currently composed of three non-executive members of the Board of Directors.

Remuneration Committee

This Committee deals with laying down the remuneration policy of the Company, preparing proposals, for approval by the Board of Directors, on the remuneration packages of Executive and Non-Executive Members of the Board, the Chief Executive Officer and any other identified categories of staff whose professional activities have a material impact on the Company’s risk profile, including the remuneration of senior officers in the risk management and compliance functions.

The Remuneration Committee currently comprises of three non-executive members of the Board of Directors.

Risk Committee

The Risk Committee advises the Board of Directors upon, and periodically evaluates, the risk strategy laid down; lays down and presents a “remedy strategy” to the Board of Directors; reviews the pricing policy of the Company in accordance with its business model, risk strategy and goals; and generally, manages risk and engages in an evaluation of the risk management systems and checks, as well as makes recommendations as to how to strengthen such systems, how to tackle and prevent risk and how to evaluate the degree of severity and likelihood of risk.



The Risk Committee is currently composed of three non-executive members of the Board of Directors.

Investment Committee

The purpose of the Investment Committee is to contribute towards the formation of the Company’s investment policy by examining investment opportunities and analysing their potential. The Investment Committee receives information for the market from various external sources and prepares recommendations on the investment policy and strategy to be approved by the Board of Directors.

The Investment Committee is currently composed of eight persons.

Audit Committee

The functions and responsibilities of the Audit Committee are generally to provide independent advice in terms of reviewing the efficiency of the risk management systems and the controls in place, and to monitor the financial reporting process, to review and provide advice on the strength of the internal control systems, to review the financial statements and evaluate the independence of the statutory auditor to review internal and external audit, and to assess the corporate governance arrangements.