The Management Body of the Firm, in conjunction with Compliance take responsibility for implementing systems and controls designed to prevent conflict of interest in the business of the Firm. These are out-lined in the Conflict of Interest Register which are updated as and when e new conflict is identified and reviewed overall on an annual basis. The Firm is committed to taking measures to recognise, supervise, examine and resolve conflicts of interest. However, it is accepted that, despite the implementation of all appropriate controls to prevent the occurrence, the complete avoidance of all conflicts may not be feasible in a commercial environment.
Where conflicts are unavoidable, the Firm will take appropriate measures to mitigate and manage such conflicts in a manner that seeks to ensure that the Firm and its Personnel are not advantaged and that no client is adversely affected. The client’s best interest remains paramount.
For the purposes of this policy, the following definition will apply for "Relevant person in relation to an investment firm” (cfr 2017/565 UE, art.2):
Any of the following: (a) a director, partner or equivalent, manager or tied agent of the firm; (b) a director, partner or equivalent, or manager of any tied agent of the firm; (c) an employee of the firm or of a tied agent of the firm, as well as any other natural person whose services are placed at the disposal and under the control of the firm or a tied agent of the firm and who is involved in the provision by the firm of investment services and activities; (d) 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 pro-vision by the firm of investment services and activities
For the purposes of identifying the types of conflict of interest that arise, or may arise, in the course of providing investment and ancillary services or a combination thereof and whose existence may entail a material risk of damage to the interests of a client, Compliance and the Management Body will take into account, as a minimum, whether Delcap or a relevant person, or a person directly or indirectly linked by control to Delcap:
Delcap identifies conflicts of interest that arise
In addition, the circumstances which will be treated as giving rise to a conflict-of-interest cover cases where there is a conflict between the interests of Delcap or certain persons connected to Delcap or Delcap's group and the duty Delcap owes to a client; or between the differing interests of two or more of Delcap’s clients, to whom Delcap owes in each case a duty. It is not enough that Delcap may gain a benefit if there is not also a possible disadvantage to a client, or that one client to whom Delcap owes a duty may make a gain or avoid a loss without there being a concomitant possible loss to another such client.
Identification of factors and potential concrete cases of conflicts of interests when providing investment services including portfolio management and investment advice
Protocols have been developed and introduced to manage conflicts of interest. The Firm's employees are provided with relevant training about the protocols and standards of conduct expected thereafter. The Firm’s Management Body remains responsible for ensuring that protocols and resources are sufficient to identify and attend to a conflict as it may arise.
Where the Firm’s functions could create an internal conflict, duty lines are kept separate and individual man-agement and reporting structures are established. The measures and procedures adopted by Delcap are designed so that persons engaged in business involving a conflict of interest carry on their activities at a level of independence appropriate to the size and activities of Delcap. The Firm therefore has the following protocols:
We maintain an internal log of conflicts that arise, listing how each conflict was monitored and any solution which was developed and applied to resolve the problem and to prevent the client’s interests from being disadvantaged.
More specifically, within Delcap, procedures are dedicated to managing potential cases of conflict of interests.
These procedures are covering the following topics:
Appropriate “Chinese Walls” are also put in place, where appropriate, to manage potential cases of conflicts of interest and to ensure the independency of the persons in charge of managing such conflicts.
These measures apply also in relation remuneration principles applicable to relevant persons.
If the Firm's arrangements to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, the Firm will
The disclosure will be made in a durable medium and include sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the service in the context of which the conflict of interest arises.
These records are consigned within a specific register for conflicts of interests.
Delcap will aim to identify and manage the conflicts of interest arising in relation to various business lines and our activities under the conflicts of interest policy. In particular, the disclosure of conflicts of interest by Delcap does not exempt us from the obligation to maintain and operate effective organisational and administrative arrangements.
Where it is unable to resolve a conflict of interest, the Firm will notify the Client formally by email. This disclosure will permit the Client to evaluate whether it is appropriate to continue using the Firm’s services in respect of the pertinent conflict.
Where the Firm has examined the conflict of interest and come to the decision not to act on the Client’s behalf (where no other reasonable course of action is possible), the Firm may inform the Client of its decision.
Delcap is required to establish, implement, and maintain effective and transparent complaints management policies and procedures for the reasonable and prompt handling of clients’ or potential clients’ complaints. Delcap must also publish its internal procedures and refer eligible complainants to the availability of this information.
The Compliance Officer (“CO”) must be informed immediately when any member of Delcap is in receipt of a complaint against Delcap or any of its employees.
The CO must ensure that the complaint is fully investigated and any remedial action on the complaint is promptly taken and shall analyse complaints and complaints-handling data to ensure that they identify and address any risks or issues. If the complaint cannot be rectified by Delcap the client must be informed of his rights under the regulatory system. Records of all such complaints and investigations must be kept in good order.
Delcap defines a complaint as:
“Any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a person about the provision of, or failure to provide, a financial service, which alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience.”
A person eligible to have a complaint considered by Ombudsfin typically includes:
To be an eligible complainant a person must also have a complaint which arises from matters relevant to one or more of the relationships with Delcap.
This may include the following, as relevant to Delcap’s business:
Delcap’s complaints procedure is designed to ensure that every complaint is dealt with fairly.
Delcap seeks to treat any customer complaint with sympathy and understanding. All complaints are investigated positively and treated as an opportunity to identify areas for improving Delcap’s business and the treatment of its customers.
In order to ensure that any complaints received are treated with transparency and impartiality they are reviewed by the Compliance Officer who will be impartial to the event complained of, in the event that the complaint involves the Compliance Officer, the complaint will be dealt with by an impartial member of staff of suitable competence and influence within Delcap.
Delcap will make the terms of its complaint handling policy available to all customers and potential customers to ensure that any eligible complainants are aware of their right to raise a complaint and the protection granted Ombudsfin.
Delcap shall publish the details of the process to be followed when handling a complaint on their website. Such details shall include information about the complaints management policy and the contact details of the complaints management function, which is allocated to the CEO.
This information shall be provided to clients or potential clients, on request, or when acknowledging a complaint.
On receipt of a complaint, Delcap must:
Delcap will endeavor to resolve complaints within two weeks of receiving a valid and complete complaint. Where the review exceeds two weeks, Delcap should inform the client of the reasons for the delay.
Once Delcap has reviewed the complaint, Delcap will provide a written response. If this answer does not satisfy the client, the client should notify the Compliance Officer of such a request and should be made in writing and forwarded by post, email or fax. The Compliance Officer will confirm or amend the decision within two weeks and inform the client of the final decision.
By the end of eight weeks after their receipt of the complaint, Delcap must send the complainant:
or
Although a final response will not be required if the complaint has been resolved within three business days, Delcap will need to send a written ‘summary resolution communication’ which is a simpler template message.
Once Delcap has received a complaint, it must:
If Delcap receives a complaint which is outside the time limits for referral to the Ombudsfin it may reject the complaint without considering the merits, but must explain this to the complainant in a final response and indicate that the Ombudsman may waive the time limits in exceptional circumstances.
Delcap will keep a record of each complaint received and the measures taken for its resolution. Delcap will retain that record for five years from the date the complaint was received.
All complaints may be submitted:
Post : Rue Joseph Stevens 7, 1000 Brussels – Belgium
Email : complaints@delcap.com
Fax : +32 (0)2 503.30.23
If Delcap conducts business for a client involving both MiFID 2 or equivalent third country business and other regulated activities subject to this chapter, Delcap must categories that client for such business in accordance with the provisions in this chapter that apply to MiFID 2 or equivalent third country business.
A person to whom Delcap provides, intends to provide or has provided a service in the course of carrying on a regulated activity or an ancillary service is a "client" of Delcap. A client includes a potential client.
In relation to the financial promotion rules, a person to whom a financial promotion is or is likely to be communicated is a "client" of Delcap that communicates or approves it.
A client of an appointed representative or tied agent is a "client" of Delcap for whom that appointed representative, or tied agent, acts or intends to act.
Delcap must notify a new client of its categorization as a retail client, professional client, or eligible counterparty and prior to the provision of services, inform a client in a durable medium about any right to request a different categorization and any limitations to the client protection that a different categorization would entail.
A retail client can be an individual or corporate body or a local public authority or municipality which does not manage public debt. Clients that fall under this category are afforded the maximum protection. A retail client is a client who is not a professional client or an eligible counterparty.
Retail clients can opt up to Elective Profession Client status (see below) provided they are able to fulfil the criteria.
A professional client is a client that is either a per se professional client or an elective professional client.
Each of the following is a per se professional client unless and to the extent it is an eligible counterparty or is given a different categorization under this chapter:
Delcap may treat a client as an elective professional client if it complies with (1) and (3) and, where applicable, (2):
1) Delcap undertakes an adequate assessment of the expertise, experience and knowledge of the client that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and understanding the risks involved (the "qualitative test")
2) In relation to MiFID 2 or equivalent third country business in the course of that assessment, at least two of the following criteria are satisfied:
3) The following procedure is followed:
Professional clients, including any elective professional clients, are generally responsible for keeping Delcap informed about any changes that could affect their current categorization and Delcap must take appropriate action where necessary.
An eligible counterparty is a client that is either a per se eligible counterparty or an elective eligible counterparty. A client can only be an eligible counterparty in relation to eligible counterparty business.
Each of the following is a per se eligible counterparty (including an entity that is not from an EEA state that is equivalent to any of the following) unless and to the extent it is given a different categorization under this chapter:
Delcap may treat a client as an elective eligible counterparty if:
Delcap must allow a professional client or an eligible counterparty to request re-categorization as a client that benefits from a higher degree of protection.
Delcap may, either on its own initiative or at the request of the client concerned:
If a per se eligible counterparty requests treatment as a client whose business with Delcap is subject to conduct of business protections but does not expressly request treatment as a retail client and Delcap agrees to that request, Delcap must treat that eligible counterparty as a professional client.
If, in relation to MiFID 2 or equivalent third country business a per se professional client or a per se eligible counterparty requests treatment as a retail client, the client will be classified as a retail client if it enters into a written agreement with Delcap to the effect that it will not be treated as a professional client or eligible counterparty for the purposes of the applicable conduct of business regime.
This agreement must specify the scope of the re-categorization, such as whether it applies to one or more particular services or transactions, to one or more types of product or transaction or to one or more rules.
The investor’s risk profile must demonstrate that they have the ability to make such a decision “in the investment field relevant to the specific type of investment”. Therefore, if a complex contract or fund is recommended, such as a NMPI, especially one which is offshore and there is little independent information, the file must demonstrate how the client is able to make such a decision based on their knowledge and experience and that they can understand the risks involved.
This is demonstrated by having sufficient, robust and comprehensive client information (know your customer) such as:
By having this information Delcap can apply the exemptions which would stand up to scrutiny. Delcap may rely on more than one exemption in relation to the same invitation or inducement.
Delcap must implement appropriate written internal policies and procedures to categories its clients.
Delcap must make a record of the form of each notice provided and each agreement entered with regards to client categorization. This record must be made at the time that standard form is first used and retained for the relevant period after Delcap ceases to carry on business with the clients who were provided with that form.
Delcap must make a record in relation to each client of:
This record must be made at the time of categorization and should be retained for the relevant period after Delcap ceases to carry on business with or for that client.
The relevant periods are:
This chapter applies to Delcap when communicating with a client in relation to its designated investment business or communicating or approving a financial promotion other than the promotion of an unregulated collective investment scheme.
Approving a financial promotion without communicating it is not MiFID 2 or equivalent third country business. Communicating a financial promotion to a person other than a client or a potential client is also not MiFID 2 or equivalent third country business.
It is prohibited for “any person” (there including unauthorized persons) to communicate a financial promotion (i.e. an invitation or inducement to engage in investment activities).
Delcap must ensure that a communication or a financial promotion is fair, clear and not misleading. Delcap should take reasonable steps to ensure it complies with this requirement.
Financial promotions should be suitable for the type of client it is intended and should not necessarily contain the same information or be presented in the same way as if it was intended for a different type of client.
Financial promotions must include where relevant:
All financial promotions must:
Any information that contains an indication of past performance of relevant business, a relevant investment or a financial index must satisfy the following conditions:
Any information that contains an indication of future performance of relevant business, a relevant investment, a structured deposit or a financial index, must satisfy the following conditions:
Other than in relation to MiFID 2 or equivalent third country business, this rule only applies to financial promotions that relate to a financial instrument (or a financial index that relates exclusively to financial instruments) or a structured deposit.
Any direct offer financial promotion that is addressed to, or disseminated in such a way that it is likely to be received by, a retail client must contain:
This rule does not require the information above to be included in a direct offer financial promotion if, in order to respond to an offer or invitation contained in it, the retail client must refer to another document or documents, which, alone or in combination, contain that information.
You should be aware of the features of an “unsolicited call”. This is any personal visit or oral communication made to a retail or professional client (who has not signed a waiver) without an express invitation from the recipient, with regard to Investment business.
No cold calls should be made unless:
No non-written financial promotion should be communicated to an individual offsite, unless the person communicating it:
This section applies to Delcap that carries on any distance marketing activity from an establishment in Belgium, with or for a retail client in Belgium or another EEA State.
No financial promotions are to be distributed before they are approved by the Compliance function.
If, at any time after the distribution of a financial promotion Delcap becomes aware that it no longer complies with the financial promotion rules, it must withdraw its approval and notify any person that it knows to be relying on its approval as soon as reasonably practicable.
Adequate records of any financial promotion communicated or approved, other than a financial promotion made in the course of a personal visit, telephone conversation or other interactive dialogue should be retained as below:
Unregulated Collective Investment Schemes (UCIS) and close substitutes cannot be promoted to ordinary retail investors. Firms including investment managers, property fund managers and certain unregulated property developers may be involved in the offering, marketing or selling of Non-Mainstream Pooled Investments (NMPIs).
The definition of NMPI include units in:
SPVs capture a wide range of vehicles. However, if a fund is structured as an SPV, it may still be excluded from the ban if it is:
The following products lie out of the scope of the marketing restrictions:
If you are an authorised person, there are exemptions including for:
All relevant correspondence with investors and signed declarations must be kept in client files for reference.
The following information must be provided to a retail client if relevant:
A retail client must be provided with information on costs and associated charges including, if applicable:
Adviser charging and remuneration rules apply to Delcap which makes a personal recommendation to a retail client in relation to a retail investment product; however if a retail client is based outside the EU or a given advice is to an employer in connection with a group personal pension scheme or group stakeholder pension scheme or Delcap gives a basic advice in accordance with the basic advice rules then this section does not apply.
As Delcap gives investment advice to retail clients Delcap must:
If a retail client chooses to become a client of Delcap and that firm enters into an arrangement, Delcap must:
Delcap which provided a retail investment product must ensure that the level of its adviser charges is at least reasonably representative of the services associated with making the personal recommendation (and related services). It must determine and use an appropriate charging structure for calculating its adviser charge for each retail client. A charging structure must not conceal the amount or purpose of any of its adviser charges from a retail client. It then has to be disclosed to a retail client in writing, in good time before making the personal recommendation (or providing related services).
Delcap must not use an adviser charge which is structured to be payable by the retail client over a period of time unless:
If a retail client exercises his right to cancel an ongoing service, Delcap must clearly disclose to the retail client whether charges for other services provided by Delcap, such as custody services, will continue to be payable by the retail client.
Delcap may not offer credit to a retail client for the purpose of paying adviser charges unless this would be in the best interests of the retail client.
Delcap must agree with and disclose to a retail client the total adviser charge payable to it or any of its associates by a retail client. A disclosure must:
Delcap must keep a record of its charging structure, the total adviser charge payable by each retail client; and if the total adviser charge paid by a retail client has varied materially from the charge indicated for that service in Delcap's charging structure, the reasons for that difference.
This section applies to Delcap that either:
However when it makes a personal recommendation or provides basic advice to an employee, if that recommendation or advice is provided under the terms of an agreement between Delcap and that employee's employer which is subject to the rules on consultancy charges or if the retail client is outside the EU this section does not apply.
Delcap must disclose in writing to a retail client, in good time before the provision of its services in respect of a personal recommendation or basic advice in relation a retail investment product, whether it’s advice will be:
Delcap must not hold itself out to a retail client as acting independently unless the only personal recommendations in relation to retail investment products it offers to that retail client are:
It does not apply to group personal pension schemes if Delcap discloses information to a client in accordance with the rule on group personal pension schemes.
Delcap which:
must take reasonable steps to ensure that, as appropriate, the platform service provider bases its selection of retail investment products on a comprehensive, fair and unbiased analysis of the relevant market.
Delcap must provide the disclosure information required by the rule on describing the breadth of Delcap's advice service in a durable medium or through a website (if it does not constitute a durable medium) provided the website conditions are satisfied.
If Delcap provides restricted advice and engages in spoken interaction with the retail client, Delcap must disclose orally in good time before the provision of its services in respect of a personal recommendation that it provides restricted advice and the nature of that restriction.
If a client requests Delcap (F) to transfer the title to a retail investment product which is held by F directly, or indirectly through a third party, on that client's behalf to another person (P), and F may lawfully transfer the title to that retail investment product to P, F must execute the client's request within a reasonable time and in an efficient manner.
Delcap is required to enter into a written agreement with the client, setting out the rights and obligations of Delcap and the client.
Prior to providing the service the client must be provided with:
The agreement and the information may be provided immediately after the client is bound by the agreement if:
In order to provide legal certainty and enable clients to better understand the nature of the services provided, when providing investment or ancillary services to clients, Delcap must enter into a written basic agreement with the client, setting out the essential rights and obligations of Delcap and the client.
The written agreement will need to include:
This section applies when Delcap provides investment advice or portfolio management in the course of MiFID 2, equivalent third country or optional exemption business.
Investment Advisers are not permitted to recommend any investment to a customer or carry out a transaction for him unless they have reasonable grounds for believing that it is suitable for that client. When deciding whether a recommendation or transaction is suitable, the following must be taken into consideration:
a. the types of service, transaction and designated investment with which the client is familiar;
b. the nature, volume, frequency of the client’s transactions in designated investments and the period over which they have been carried out; and
c. the level of education, profession or relevant former profession of the client or potential client.
a. information on the source and extent of his regular income;
b. his assets, including liquid assets, investments and real property; and
c. his regular financial commitments.
a. length of time for which he wishes to hold the investment;
b. his preferences regarding risk taking; and
c. his risk profile, and the purposes of the investment.
An investment may be unsuitable for any number of reasons, but the following are some examples:
Reliable information has to be requested by Delcap to the client. The extent of information to be collected from the client are based on the proportionality principle and will depend on the risk profile of the client. This is described in the MLFT Policy, in the Client Acceptance Policy and in the KYC checklist.
Investment Objectives Information (where relevant):
Client Financial Information (where relevant):
Client knowledge information (where relevant based on the nature of the clients and services):
Once Delcap has collected reliable information about the client, and the risk and investor profiles of the client have been defined, a suitability test has to be made by completing the form (in annex).
Four investor profiles exist: conservative, balanced, growth, equity. Depending on the client’s risk appetite, one or more investor profiles can match.
The client must not be encouraged to not provide certain information but may rely on information provided as long as it is not manifestly out of date, inaccurate or incomplete. However, without the relevant information to assess suitability Delcap must not make personal recommendations or take a decision to trade. Delcap takes all reasonable steps to ensure that the information collected about their clients or potential clients is reliable. This shall include, but shall not be limited to, the following:
Although Delcap may not be permitted to make a personal recommendation or take a decision to trade because it does not have the necessary information, its client may still ask Delcap to provide another service such as, for example, to arrange a deal or to deal as agent for the client. If this happens, Delcap should ensure that it receives written confirmation of the instructions. Delcap should also bear in mind the clients’ best interests rule and any obligation it may have under the rules relating to appropriateness when providing the different service.
Where Delcap provides investment advice or portfolio management services that involve switching investments, either by selling an instrument and buying another or by exercising a right to make a change in regard to an existing instrument, investment firms shall collect the necessary information on the client’s existing investments and the recommended new investments and shall undertake an analysis of the costs and benefits of the switch, such that they are reasonably able to demonstrate that the benefits of switching are greater than the costs.
A periodic assessment of the suitability of the recommendations shall disclose all of the following:
This policy applies to:
When assessing appropriateness, Delcap:
Knowledge:
Delcap must not encourage a client to not provide certain information but may rely on information provided as long as it is not manifestly out of date, inaccurate or incomplete.
When assessing appropriateness, Delcap may use information it already has in its possession.
Depending on the circumstances, Delcap may be satisfied that the client’s knowledge alone is sufficient for him to understand the risks involved in a product or service. Where reasonable, Delcap may infer knowledge from experience.
If, before assessing appropriateness, Delcap seeks to increase the client’s level of understanding of a service or product by providing information to him, relevant considerations are likely to include the nature and complexity of the information and the client’s existing level of understanding.
If Delcap is satisfied that the client has the necessary experience and knowledge in order to understand the risks involved in relation to the product or service, there is no duty to communicate this to the client.
If Delcap considers, on the basis of the information received enabling it to assess appropriateness, that the product or service is not appropriate to the client, Delcap must warn the client in a standardised format.
If the client elects not to provide the information to enable Delcap to assess appropriateness, or if he provides insufficient information regarding his knowledge and experience, Delcap must warn the client that such a decision will not allow Delcap to determine whether the service or product envisaged is appropriate for him.
If a client asks Delcap to go ahead with a transaction, despite being given a warning by Delcap, it is for Delcap to consider whether to do so having regard to the circumstances.
Delcap shall maintain records of the appropriateness assessments undertaken which shall include the following:
A record that includes the document or documents agreed between it and a client which set out the rights and obligations of the parties, and the other terms on which it will provide services to the client must be maintained for at least whichever is the longer of:
Delcap has so far not developed any Engagement Policy.
Delcap invests almost exclusively in funds (index funds, active funds) and ETFs. Our clients can opt for mandates with a specific ESG or positive impact strategy. These mandates offer an indirect exposure to hundreds of companies. We believe that the managers that we work with are better positioned than us to engage with these companies on important environmental, social and governance issues.
Delcap has so far not developed any Voting Policy.
Delcap invests almost exclusively in funds (index funds, active funds) and ETFs, and not in individual companies. As a result, we are almost never asked to vote on proposals that could have an important environmental, social or governance impact.
This remuneration policy sets out the legal and regulatory requirements, as well as the related actions which DELCAP S.A. (hereafter, “Delcap” or “the company”) complies with in order to meet its obligations, in the area of remuneration policy.
The remuneration policy is consistent with and promotes sound and effective risk management as well as a compensation policy for those involved in the provision of services to clients which aims to encourage responsible professional behaviour and fair treatment of clients and to avoid conflicts of interest in relations with customers;
Moreover, Delcap follows the following applicable regulations:
Delcap, as investment firm, shall define and implement remuneration policy and practices under appropriate internal procedures taking into account the interests of all the clients of Delcap, with a view to ensuring that clients are treated fairly and their interests are not impaired by the remuneration practices adopted by Delcap in the short, medium or long term. Delcap will not remunerate or assess the performance of its staff in a way that could potentially conflict with this duty. Staff are encouraged to only recommend financial instruments to clients that would best meet their needs, in order to ensure that this is the case, Delcap will not remunerate staff or create sales targets that could incentivise staff to favour their own interests or the firms interests to the potential detriment of any client.
Identified Staff
Delcap’s policy and practices on remuneration will apply to all relevant persons with an impact, directly or indirectly, on investment and ancillary services provided:
Proportionality principles
The Company’s size is limited and the activities that it performs are not complex.
By applying the principles of proportionality, the following requirements are not applicable:
The requirement to establish a remuneration committee.
The remuneration policy is consistent with, promotes sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profiles, management regulations via:
The remuneration policy ensures that:
The present remuneration policy, as well as its underlying remuneration principles have been established in a way, as to ensure a balance between fixed and variable remuneration, where the fixed remuneration represents a sufficiently high proportion of the total remuneration, allowing for a fully flexible remuneration policy on the variable components, including the possibility of not granting any variable pay.
The various remuneration components are combined to ensure an appropriate and balanced remuneration package that reflects the company’s business, the employee’s rank within the Company and professional activity as well as market practice.
The remuneration components are:
The fixed remuneration is determined on the basis of the role of the individual employee, including his / her responsibility and job complexity, performance and local market conditions. The fixed components shall represent a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy (including the possibility to pay no performance-based component). This also implies that fixed remuneration should be sufficiently high to remunerate the professional services rendered, in line with the level of education, the degree of seniority, the level of expertise and skills required, the constraints and job experience, the relevant business sector and region.
The total volume of variable remuneration can’t limit the company's ability to strengthen its own funds.
Apart from the fixed remuneration, the remuneration of the Company’s employees will or may include the following:
There is no guaranteed variable remuneration.
The Board of Directors of the Company will be required to approve and annually review the remuneration policy. The remuneration policy is reviewed on an annual basis and it will be updated whenever needed by the Management Committee with the support of the Company’s control functions to consider evolutions in the applicable laws and regulations. Any update made to the policy will be subject to the approval of the Board of Directors.
The control functions have been involved in the elaboration of this policy. The control functions should be closely involved in reviewing the remuneration system of the Company.
In case of major deviation, they will report on the findings from their review to the Board of Directors.
The audit functions will be informed about reward policies and will perform annual checks in order to verify that the policy works as intended and it is applied consistently.
The Company’s remuneration policy shall be based on the following general principles:
The annual review will ensure that:
The Board shall ensure that the results of the review are followed up. Any amendments to the remuneration policy will be subject to Board approval.
The Board may deviate from this policy in individual cases, if justified by extraordinary and documented circumstances.
In Section C of Annex 1 to MiFID. There are eleven categories of financial instruments in Section C (C1 to C11). Transferable securities, money market instruments, collective investment undertakings, derivatives are defined below. Some financial instruments are further defined in the MiFID Org Regulation.
Transferable securities refer to classes of securities negotiable on the capital markets but excluding instruments of payment. Instruments are negotiable on the capital markets when they are capable of being traded on the capital markets.
Transferable securities include (to the extent they meet this test):
Examples of instruments which do not amount to transferable securities include securities that are only capable of being sold to the issuer and OTC derivatives concluded by a confirmation under an ISDA master agreement.
This means those classes of instruments which are normally dealt in on the money market. Examples include treasury bills, certificates of deposit and commercial paper. A money market instrument does not include an instrument of payment. An instrument is only a money market instrument if it also meets the following conditions:
This category of financial instrument includes units in regulated and unregulated collective investment schemes and units or shares in an AIF (whether or not the AIF is also a collective investment scheme). Units or shares in an AIF include shares in closed-ended corporate schemes, such as shares in investment trust companies, and so are also units in collective investment undertakings for this purpose (as well as being transferable securities).
The following derivatives fall under MiFID:
Derivative instruments that are designed for the purposes of transferring credit risk from one person to another. They include, for example, credit default products, synthetic collateralised debt obligations, total rate of return swaps, downgrade options and credit spread product.
This category of financial instruments covers:
A derivative contract is covered whether it is settled physically or in cash.
“Commodity” means any goods of a fungible nature that are capable of being delivered, including metals and their ores and alloys, agricultural products and energy such as electricity. The fact that energy products, such as gas or electricity, may be “delivered” by way of a notification to an energy network (such as notifications under the Network Code or the Balancing and Settlement Code) does not prevent them being “capable of being delivered” for these purposes. If a good is freely replaceable by another of a similar nature or kind for the purposes of the relevant contract (or is normally regarded as such in the market), the two goods will be fungible in nature for these purposes. Gold bars are a classic example of fungible goods. The concept of commodity does not include services or other items that are not goods, such as currencies or rights in real estate, or that are entirely intangible.
Delcap SA (“Delcap” or “Firm”) is committed to upholding the Data Protection Act of 2018 (DPA) and the General Data Protection Regulation (“GDPR”). The purpose of this document is to set out our obligations and to provide resources for the fulfilment of these obligations.
The following terms shall have the meaning assigned to them by the GDPR. Definitions are provided here for convenience.
Data Protection Officer (“DPO”)
That person appointed by a firm to be responsible for ensuring that the principles of the DPA and GDPR are being upheld.
Data Subject
An identifiable natural person is one who can be identified.
Personal Data
Any information relating to an identified or identifiable natural person (‘data subject’), directly or indi-rectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, eco-nomic, cultural or social identity of that natural person.
A set of information which is structured so that information relating to a particular individual is accessible. This would include, among other things, a set of paper files, our email archives, and our electronic document storage system.
Any Personal Data about a person regarding: racial or ethnic group, political opinions, religious beliefs, trade union membership, physical or mental health, sexual orientation, the commission or alleged com-mission of any offence, and any proceedings for any offence committed or alleged to have been committed by the Data Subject, the disposal of such proceedings or the sentence of any court in such proceedings.
The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data. Where the purposes and means of such processing are determined by law, the controller or the specific criteria for its nomination may be provided for by law.
A natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
Any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or other-wise making available, alignment or combination, restriction, erasure or destruction.. In order to meet its legal, administrative, management and business obligations, Delcap processes Personal Data about:
In order to meet its legal, administrative, management and business obligations, Delcap Processes Personal Data about:
The kinds of Personal Data we Process include but are not limited to:
In addition to processing Personal Data internally, Delcap may engage with trusted third parties to process Personal Data on our behalf to deliver specialist services. Where we do so, Delcap will ensure that appropriate security measures are in place.
Please note that some data recipients may be located outside the EEA. In such cases we will transfer personal data only to such countries as approved by the European Commission as providing adequate level of data protection, or enter into legal agreements ensuring an adequate level of data protection.
From time to time, Delcap may be required to disclose Personal Data to third parties in order to comply with regulatory, investigatory or legal requirements. The DPO or dedicated person(s) will be responsible for reviewing any such requests. Staff may not disclose any Personal Data to any third party unless they have obtained approval from the DPO or dedicated person(s).
Under the General Data Protection Regulation, individuals have the right to make a Subject Access Request which will allow them to see the Personal Data which is held about them. Non-Employees wishing to make such a request of Delcap should email the DPO or dedicated person(s). Any Staff receiving a Subject Access Request should immediately forward that request, however informal, to the DPO or dedicated person(s).
Delcap will take all necessary precautions to ensure that the Personal Data it holds is protected against physical loss or damage; that access and disclosure be restricted; and that Personal Data is not disclosed to any unauthorised third party.
Personal Data will be retained for as long as is necessary for Delcap to comply with its legal and regulatory obligations.
When any person ceases to work for Delcap, an automatic response will be activated on his or her former mail-box (indicating that he no longer works for Delcap and that senders should contact someone else from Delcap instead) during a period of at least one month and for as long as appears reasonable in the light of that person’s role. Delcap will take measures to limit access to the mailbox itself, without prejudice to Delcap’s right to access professional e-mails for business continuity purposes.
Any breach of this policy will be taken seriously and may result in formal action being taken. Any member of Staff who considers this policy has not been followed must raise the matter with the Compliance Officer. Both the firm and individuals can be held criminally liable for breaches that occur.
All Delcap staff are responsible for ensuring that they adhere to and comply with the General Data Protection Regulation and Data Protection Act and relevant codes of practice both in regards their own Personal Data and that of others. Specifically, all staff are responsible for (but not limited to):
Staff should not, without the prior approval of the Compliance Officer or Director:
All suspicious e-mails should be reported to the Compliance Officer as soon as reasonably practicable and no action taken whatsoever (including the deletion of the same) unless specifically authorized by the IT department.
The Firm reserves the right to block access to any of the Systems for the purpose of effective use and for compliance with this policy.
Staff should be aware at all times that the Systems contain information which is confidential to the Firm's functions, operations and/or which is subject to data protection legislation. Such information must be treated with extreme care and in accordance with this policy.
This policy does not form part of any contract and may be amended from time to time.
This policy will be reviewed regularly by the DPO.
GDPR sets out seven key principles of Data Protection:
1. Lawfulness, Fairness and Transparency - Personal data shall be processed lawfully, fairly and in a transparent manner in relation to the data subject.
2. Purpose Limitation - Collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes.
3. Data Minimization - Adequate, relevant and limited to what is necessary in relation to the pur-poses for which they are processed.
4. Accuracy - Accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that are inaccurate, having regard to the purposes for which they are pro-cessed, are erased or rectified without delay.
5. Storage Limitation - Kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed; personal data may be stored for longer periods insofar as the personal data will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes subject to implementation of the appropriate technical and organizational measures required by this Regulation in order to safeguard the rights and freedoms of the data subject.
6. Integrity and Confidentiality - Processed in a manner that ensures appropriate security of the personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures.
7. Accountability - The controller is responsible for, and must be able to demonstrate compliance with, the above principles.
The conditions for processing are set out in Article 6 of the General Data Protection Regulation. At least one of the following conditions must be met whenever Delcap processes personal data:
As a common platform firm, Delcap adheres to the MiFID 2 remuneration obligations. Delcap’s policies and procedures have considered the conflicts of interest and conduct of business requirements to ensure that the activities and services provided by Delcap to their clients do not impair the Firm’s remuneration policy and procedures.
The Firms policy and practices on remuneration will apply to all relevant persons who have a direct or indirect impact on investment services and ancillary services provided by the firm. For this purpose, relevant persons may include front office staff, those involved with product development and all other persons who can have a material impact on the service provided and/or corporate behavior of the firm.
Delcap aims to ensure that all of the services provided are carried out in a way that ensures that the best interest of its clients is priority. The Firm will not remunerate or assess the performance of its staff in a way that could potentially conflict with this duty. Staff are encouraged to only recommend financial instruments to clients that would best meet their needs, in order to ensure that this is the case, the Firm will not remunerate staff or create sales targets that could incentivize staff to favor their own interests or the firms interests to the potential detriment of any client.
The Firm’s remuneration policy and code staff list are subject to an annual review and are based on a structure of remuneration packages designed to motivate employees appropriately and to encourage compliance with the requirements and standards of the regulatory system.
The Directors monitor and assess the effectiveness of the Firm’s governance arrangements and the adequacy of the remuneration policy on at least an annual basis.
This policy describes how Delcap selects custodian and execution venue to ensure safe custody, service and best execution of transactions according to MiFID directives and regulations.
The custodian selection goes through a specific process that validates the capacity of an institution to deliver the services sought in a consistent and resilient fashion. Delcap selection process of custodians, also found in the outsourcing policy, is based on 4 criteria:
The Board approves this policy upon the recommendation of the management body.
The investment desk is responsible for the application of this policy.
Any issue regarding best execution needs to be reported to the management body as well as the risk and compliance teams.
Banks | Number of trades | Other Fin |
---|---|---|
Puilaetco A Quintet Private Bank | 350 | 42,89% |
Banque de Luxembourg - Belgium | 185 | 22,67% |
Pictet | 142 | 17,40% |
Credit Agricole Indosuez Wealth - Belgium | 63 | 7,72% |
Banque de Luxembourg- Luxembourg | 38 | 4,66% |
Credit Agricole Indosuez Wealth - Luxembourg | 23 | 2,82% |
Quintet Private Bank | 13 | 1,59% |
KBC Securities Services | 2 | 0,25% |
Banks | Number of trades | Stock |
---|---|---|
Puilaetco A Quintet Private Bank | 68 | 100% |
Delcap must take all reasonable steps to obtain, when executing portfolio management decisions for clients or when transmitting orders with third parties, the best possible result for its clients taking into account the execution factors as relevant The obligation of best execution of client orders must be considered as an obligation of means and not as an obligation of results. This means that when executing orders, Delcap is only obliged to take those steps that can reasonably be expected and which, if applied, will lead to the best possible result for their clients.
When executing portfolio management decisions for clients or transmitting orders with third parties, Delcap must take into account the following criteria for determining the relative importance of the execution factors:
Where orders are executed on behalf of a retail client, the best possible result must be determined in terms of the total consideration, representing the price of the financial instrument and the costs related to execution, which must include all expenses incurred by the client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.
For the purposes of delivering best execution for a retail client where there is more than one competing venue to execute an order for a financial instrument, in order to assess and compare the results for the client that would be achieved by executing the order on each of the execution venues listed in Delcap's order execution policy that is capable of executing that order, Delcap's own commissions and costs for executing the order on each of the eligible execution venues must be taken into account in that assessment.
Delcap must not structure or charge its commissions in such a way as to discriminate unfairly between execution venues.
Delcap invests in various asset classes as part of the investment management services which it provides to its clients. In carrying out this activity we make discretionary investment decisions for our clients and place orders with other entities for execution.
The second Markets in Financial Instruments Directive (“MiFID II”) requires all investment firms when executing orders on behalf of clients to take all sufficient steps to obtain the best possible result for their clients taking into account all relevant execution factors. We have therefore established and implemented a best execution policy, setting out the most important and/or relevant factors that are taken into account, when complying with best execution obligations. This is published on Delcap’s website (see https://www.delcap.com/legal).
A client must be provided with the following details on the best execution policy in good time prior to the provision of the service:
This information must be provided in a durable medium, or by means of a website (where that does not constitute a durable medium) provided that the website conditions are satisfied.
When executing orders on your behalf all sufficient steps will be taken to ensure ‘best execution’ of the orders. In order to achieve best execution, in the absence of specific instructions, we will take into ac-count a number of factors when executing the order, these include:
We will determine the importance of each factor using the following criteria:
In order to meet our obligation to take all sufficient steps to obtain, on a consistent basis, the best possible result for the execution of client orders we place significant reliance on the following execution venues.
In the event that a client gives a specific instruction regarding the execution of a transaction (e.g. the maximum price at which the transaction can be carried out or the timing of the transaction), the regulated firm concerned is obliged to execute the transaction in accordance with the specific instruction. By simply executing in accordance with the instruction, the firm is considered to satisfy its best execution obligation.
Delcap must establish and implement effective arrangements for complying with the obligation to take all reasonable steps to obtain the best possible result its clients. In particular, Delcap must establish and implement an order execution policy to allow it to obtain, for its orders, the best possible result in accordance with that obligation.
The order execution policy must include, in respect of each class of financial instruments, information on the different execution venues where Delcap executes orders and the factors affecting the choice of execution venue. It must at least include those execution venues that enable Delcap to obtain on a consistent basis the best possible result for the execution of orders.
Delcap sets out information on the criteria which determines how we select the venues on which we may execute your order and have identified those venues on which we will most regularly seek to execute your orders and which we believe offer the best prospects for best execution. We will also assess, on a regular basis, the quality of execution afforded by those venues on which we execute your orders (and that includes the quality of execution offered by us when you are dealing directly with us on a principal-to-principal basis) and whether we need to change our execution arrangements.
In selecting the most appropriate venues for the purpose of executing your orders, we will take into full account the factors relevant to the order as already mentioned:
While we will take all sufficient steps based on those resources available to us to satisfy ourselves that we have processes in place that can reasonably be expected to lead to the delivery of best execution of your orders, we cannot guarantee that we will always be able to provide best execution of every order executed on your behalf.
Our policy, in providing you with best execution, aims, so far as possible, to exercise the same standards and operate the same processes across all the different markets and financial instruments on which we execute your orders. However, the diversity in those markets and instruments and the kind of orders that you may place with us mean that different factors will have to be taken into account when we assess the nature of our execution policy in the context of different instruments and different markets. For example, there is no formalised market or settlement infrastructure for over-the-counter transactions. In some markets, price volatility may mean that the timeliness of execution is a priority, whereas, in other markets that have low liquidity, the fact of execution may itself constitute best execution. In other cases, our choice of venue may be limited (even to the fact that there may only be one platform/market upon which we can execute your orders) because of the nature of your order or of your requirements.
Our main execution venues are:
The instruments that we may trade in include the following:
We will review the effectiveness of our order execution arrangements (including the venues that we use) and the execution policy on an annual basis (and also on an ad hoc basis in response to any material change affecting a relevant execution venue). We will monitor our compliance with the policy, making enhancements to it or to our order execution arrangements where necessary and advising you of such changes and/or our on-going compliance with the policy, as appropriate.
Delcap must satisfy the following conditions when carrying out client orders:
When executing portfolio management decisions for clients or when transmitting orders with third parties on your behalf in relation to financial instruments, we will take all sufficient steps to achieve what is called “best execution” of your orders. This means that we will have in place a policy and procedures which are designed to obtain the best possible execution result, subject to and taking into account the nature of your orders, the priorities you place upon us in filling those orders and the market in question and which provides, in our view, the best balance across a range of sometimes conflicting factors.
We will take into consideration a range of different factors which include not just price, but which may also include such other factors as the need for timely execution, the liquidity of the market (which may make it difficult to even execute an order), the size of the order and the nature of the financial transaction including whether it is executed on a regulated market or over-the counter.
We will also take into account your understanding and experience of the market in question, your dealing profile, the nature of the dealing service you require of us and the specific and general instructions given to us by you which may prioritize how we are to fill your orders.
In the absence of express instructions from you, we will exercise our own discretion in determining the factors that we need to take into account for the purpose of providing you with “best execution”.
Our commitment to provide you with “best execution” does not mean that we owe you any fiduciary responsibilities over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.
Records must be kept immediately of the following details, to the extent they are applicable to the order or decision to deal in question:
Immediately after receiving a client order or making a decision to deal to the extent they are applicable to the order or decision to deal in question, Delcap should record at least the following details:
The custodian bank should record the following:
At the client’s request, Delcap must be able to demonstrate that it has executed their orders in accordance with its policy.
Delcap must act in accordance with the best interests of all clients when placing orders with other entities for execution.
The provisions applying to Delcap which places orders with, or transmits orders to, other entities for execution will not apply when Delcap which provides the service of portfolio management and/or service of reception and transmission of orders also executes the orders received or the decisions to deal on behalf of its client's portfolio.
Delcap must monitor the effectiveness of its order execution arrangements and execution policy in order to identify and, where appropriate, correct any deficiencies. In particular, it must assess, on a regular basis, whether the execution venues included in the order execution policy provide for the best possible result for the client or whether it needs to make changes to its execution arrangements. Delcap must notify clients of any material changes to their order execution arrangements or execution policy.
The execution policy, as well as the order execution arrangements should be reviewed annually. This review must also be carried out whenever a material change occurs that affects Delcap's ability to continue to obtain the best possible result for the execution of its client orders on a consistent basis using the venues included in its execution policy.
Le comportement éthique et l’intégrité sont considérés comme des composantes essentielles à l’activité de Delcap SA (ci-après aussi « Delcap » ou « La Société »).
Pour cette raison, nous sommes particulièrement attentifs aux questions éthiques et nous veillons en tout temps à ce que tant le personnel de la Société, ses collaborateurs et sa direction effective, dans son ensemble, agissent en conformité avec les normes prescrites, les attentes règlementaires et la déontologie inhérente au secteur financier.
Delcap a défini une politique cohérente en matière d’intégrité pour promouvoir une conduite irréprochable. Les principes directeurs de cette politique s’appliquent à l’ensemble des employés et cadres sans distinction liée à une fonction ou une position hiérarchique. De même, en présence de prestataires externes ou de collaborateurs indépendants, la Société s’impose de faire rentrer dans le champ contractuel l’application des présentes lignes de conduite.
La Politique d’intégrité établit les principes de base qui doivent être considérés comme des références lors de la prise de décision ou la réalisation d’opérations.
Dans ce contexte, le Conseil d’administration (« CA ») arrête les objectifs stratégiques et les lignes de conduite de la Société ainsi que les codes de conduite internes et les règles formelles précisant les modalités de conduite des affaires dans un esprit d’intégrité.
L’évaluation du caractère approprié et de l’efficacité de la politique d’intégrité ainsi que la surveillance, le contrôle et l’examen de son respect, y compris les instructions qui en découlent, entrent dans le champ de compétence et de responsabilité de la fonction de Compliance.
La présente politique a pour objet de définir les objectifs prioritaires de Delcap en matière de maîtrise du risque d’atteinte à son intégrité tout en rappelant et/ou concrétisant le respect des lignes de conduite par tous les collaborateurs et la Société ainsi que les membres du CA et de la Direction effective telles qu’elles sont énoncées dans le Mémorandum de Gouvernance.
Lignes de conduite
Dans l’exercice de son activité, Delcap entend défendre une série de normes de comportement, non nécessairement inscrites dans des textes législatifs ou règlementaires.
Delcap entend par cette voie renforcer sa crédibilité, et son image d’intégrité et de professionnalisme.
1. Intégrity
The Firm must conduct its business with integrity.
2. Skill care and due diligence
The Firm must conduct its business with due skill, care and diligence.
3. Management and control
The Firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
4. Financial prudence
The Firm must maintain adequate financial resources.
5. Market conduct
The Firm must observe proper standards of market conduct.
6. Customer interests
The Firm must pay due regard to the interests of its customers and treat them fairly.
7. Communication with clients
The Firm must pay due regard to the information needs of its clients and communicate information to them in a way which is clear, fair and not misleading.
8. Conflict of interest
The Firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.
9. Relationship of trust with clients
The Firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgement.
10. Client assets
The Firm must arrange adequate protection for clients’ assets when it is responsible for them.
11. Relation with regulators
Il est attendu de chaque collaborateur de Delcap et de ses organes de gestion qu’ils agissent à tout moment de manière intègre, légale et éthique.
Cette Politique d’intégrité contient les règles de conduite tant en interne qu’envers le client, ainsi que toutes les mesures à appliquer en termes d’opérations des collaborateurs pour compte propre, de respect de l’intégrité des marchés financiers, de respect des règles de confidentialité, de prévention des conflits d’intérêts, de lutte contre le blanchiment d’argent, le financement du terrorisme et le gel des avoirs ou encore les mécanismes particuliers.
La Politique d’intégrité vise aussi à imposer des règles de conduites strictes et de haut niveau suivies en premier lieu par la Direction (tone at the top) à travers des codes de conduite internes.
La politique d’intégrité est de la responsabilité de la Direction effective. La Direction effective établit le document et en assure la révision et les éventuelles mises à jour. Le Compliance Officer intervient dans le processus à titre consultatif.
La Politique doit être revue (et approuvée par le CA) au moins une fois par année calendaire. Le Conseil évalue si la Politique d’intégrité est toujours adaptée aux activités de Delcap.
Le respect de l’éthique dans l’activité financière exercée
Delcap met en œuvre dans son activité quotidienne le respect d’une éthique irréprochable. Cette volonté se manifeste tant au niveau de sa culture d’entreprise, que dans l’élaboration de ses ressources humaines ou encore dans sa relation avec ses clients, contreparties, partenaires commerciaux ou autorités de régulation. Ce point englobe un ensemble de problématiques fondamentales dans le cadre du respect de l’éthique et de la politique d’intégrité. Pour chacun de ses points, chaque employé est informé des obligations applicables par le biais d’instructions actualisées et de messages ponctuels, des codes de conduite, politique et procédures. Des formations seront organisées.
Chaque employé agit avec honnêteté vis-à-vis du client en respectant son niveau de connaissance, son expérience en matière financière, sa situation financière et ses objectifs d’investissement. Chaque client est, de plus, traité de façon équitable. Chaque employé est tenu de promouvoir l’intégrité et la probité des pratiques en matière financière, et de faire preuve de compétence, d’attention et de dévouement pour protéger au mieux les intérêts des clients.
Delcap affirme sa ferme intention d’observer l’ensemble des obligations et des principes dans le cadre légal et réglementaire en vigueur concernant le délit d’initié, les transactions personnelles et la manipulation de marché.
Delcap veillera en outre dans les relations et notamment lors des contacts avec les clients ou les contreparties, à garder de manière générale, la confidentialité autour de toute information - interne ou autre - dont elle aurait connaissance de par l’exercice de son activité ou acquise par ailleurs, et surtout si cette information a trait au mode de fonctionnement de la Société ou encore si elle est susceptible de porter préjudice à la Société et à son image.
Toute réglementation relative à la vie privée et à la protection des données personnelles, et tout spécialement le règlement européen 2016/679 (GDPR), doit être rigoureusement observée tant en ce qui concerne la saisie que le traitement des données. Les données concernant les clients, fournisseurs, membres du personnel et autres partenaires ne seront recueillies, enregistrées, conservées, distribuées et traitées qu’à des fins clairement définies et conformément aux obligations légales.
Enfin, Delcap n’accepte aucune forme de discrimination liée aux clients, employés, fournisseurs ou tout autre intervenant fondée sur des critères liés, par exemple, à l’âge, le sexe, l’origine, la langue, un handicap ou encore une caractéristique génétique ou physique ou sociale.
La prévention et la gestion des conflits d’intérêts
La gouvernance de Delcap telle que décrite dans le Mémorandum de Gouvernance précise de quelle manière la structure de gestion a été mise en place avec l’objectif de minimiser les conflits d’intérêt et comment les règles de conduite ont été établies de sorte que les conflits d’intérêts puissent être évités.
L’établissement d’une cartographie des conflits d’intérêts potentiels ainsi que d’une politique de gestion des conflits et la tenue d’un registre des conflits avérés qui n’auront pas pu être mitigés par les mesures et procédures en place, seront mis à disposition des dirigeants effectifs qui prendront les mesures supplémentaires visant à prévenir ou limiter l’impact d’un tel conflit sur les intérêts des clients.
La politique de prévention en matière fiscale
Pour protéger sa réputation en matière fiscale, la Société doit veiller dans ses activités à avoir une attitude irréprochable dans plusieurs domaines :
Respecter les obligations spécifiques que la législation fiscale met à sa charge
En tant que contribuable relevant de l’autorité fiscale nationale ;
Lors de la réalisation de transactions à titre d’intermédiaire ou de contrepartie, en veillant à la correcte perception des impôts directs ou indirects dont ces transactions constituent le fait générateur ou en communiquant les informations légales requises en relation avec ces opérations.
Prévenir tous les actes qui, accomplis dans la société, sans être illégaux, seraient de nature à favoriser la fraude fiscale par des clients et ne se justifieraient pas dans le cadre de l’exercice normal et correct de l’activité de cette société.
Les normes déontologiques applicables
Dans le secteur de la Société, aucune association professionnelle reconnue n’est instituée. Néanmoins, la Société s’impose de respecter l’esprit des principaux codes de déontologie de Febelfin (BEAMA).
Lutte contre le blanchiment des capitaux, le financement du terrorisme et le gel des avoirs
Delcap applique une procédure d’acceptation des clients et un monitoring strict des transactions dans le respect de la loi anti-blanchiment du 18 septembre 2017.
Une Politique anti-blanchiment, ainsi qu’une Politique d’Acceptation des Clients, sont mises en place et font l’objet de formations régulière de l’ensemble des collaborateurs.
Lutte contre la corruption
Delcap est très attentive au risque lié à la corruption et aux actes qui, durant la vie classique des affaires, peuvent s’apparenter à des pratiques légales mais qui comportent intrinsèquement une violation de la présente Politique d’intégrité.
Afin de maitriser au mieux ce risque, la Société va établir des Politiques et des Procédures ad hoc dans les domaines liés aux « dépenses et aux cadeaux d’affaires ».
De même, une Politique plus générale « anti-corruption » sera établie sur base des attentes prudentielles belges.
Organisation interne adéquate
Le Mémorandum de Gouvernance contient l’organisation de la gouvernance et de ses trois lignes de contrôle.
Contrôle interne adéquat
La mise en place d’un contrôle interne adéquat doit se réaliser par :
Le contrôle interne, sous la supervision directe de la Direction effective, exécute ces contrôles permanents.
Contrôles de seconde ligne
Organisation de la fonction Compliance
Delcap dispose d’une Fonction de compliance indépendante dans le respect des principes de la circulaire de la FSMA du 23 avril 2013 relative à la Fonction de compliance.
L’organisation de la Fonction est explicitée dans le Mémorandum de Gouvernance.
La Fonction de compliance est chargée de l’identification et de l’évaluation du risque de Compliance. Elle s’occupe de la surveillance, des tests, de l’établissement de recommandations et du reporting en matière de risque de compliance dans le chef de la Société.
Le rôle, les compétences, les missions et les responsabilités de la fonction compliance sont détaillés dans la Charte de Compliance.
Organisation du Risk Management
L’organisation de la Fonction est explicitée dans le Mémorandum de Gouvernance.
Les missions principales consistent à :
Contrôle de troisième ligne
L’organisation de la Fonction est explicitée dans le Mémorandum de Gouvernance.
Elle a pour mission d’évaluer le bon fonctionnement, l’efficacité et l’efficience des mesures de contrôle interne et d’assister les dirigeants dans l’exercice de leurs responsabilités et de leur fournir à cet effet des analyses, évaluations, recommandations, avis et informations sur les activités examinées.
L’audit interne intègrera à cette fin dans ses missions les aspects compliance en vue de la surveillance du respect des instructions, procédures et mesures de contrôle. Il intègrera également dans son plan d’action une mission d’audit de la Fonction de compliance.
Sensibilisation et formation des personnes concernées
Toute personne exerçant des fonctions au sein de Delcap doit être sensibilisée aux conséquences négatives que pourrait avoir une mise en cause de la réputation de la Société.
Chacun doit veiller au respect rigoureux de l’esprit comme de la lettre des instructions qui seront données à cette fin et de cette politique, ainsi que du respect de l’ensemble des politiques décrites dans le présent document.
En cela, chaque membre de Delcap sera informé du contenu de la présente Politique et des principes qui régissent l’intégrité au sein de la Société.
Politique de Whistleblowing
Le Whistleblowing a pour objectif de permettre à tout collaborateur de faire part, de bonne foi, de préoccupations légitimes :
Vu la taille de Delcap, la Société s’engage à ce que :
Traitement des plaintes
Delcap met en œuvre et garde opérationnelles des procédures efficaces et transparentes en vue d’un traitement raisonnable et rapide des plaintes. La Société enregistre chaque plainte et les mesures prises pour y répondre. Les clients peuvent introduire leurs plaintes sans frais, l’accès aux procédures pour ce faire est gratuit et disponible.
Delcap respectera et fera respecter les lois et réglementations en vigueur régissant son activité et collaborera avec les autorités de contrôle en vue de leur bonne application. Le respect des normes en vigueur et le maintien de bonnes relations avec les pouvoirs publics et plus particulièrement les autorités de contrôle sont deux éléments essentiels de la politique de Delcap qui permettent de conforter sa réputation d’entreprise intègre.
Delcap confrontera ou fera confronter régulièrement ses propres procédures et méthodes aux lois en vigueur et les adaptera le cas échéant. Les procédures ne seront pas uniquement le reflet de la politique de l’entreprise. Elles tiendront également compte des intérêts des clients.
The SFDR, as part of the EU’s sustainable development policy agenda, is intended to increase transparency on sustainability among financial institutions and market participants. The aim is to enforce disclosure requirements on the organizational, service, and product levels in order to standardize sustainability performance. The SFDR regulation applies to financial institutions operating within the European Union.
As an investment firm which provides portfolio management and investment advice, Delcap is required to disclose entity-level and product information related to its integration of sustainability risks, the consideration of adverse sustainability impacts in its processes as well as specific sustainability-related information with respect to its financial products. The below sections develop the different articles of the SFDR regulation, with disclosure requirements applying to Delcap.
Pursuant to Article 3 of SFDR, Delcap has to disclose how it integrates potential sustainability risks in its investment decision-making process.
Sustain ability risks are defined as any environmental, social, or governance events that could have a negative impact on the value of an investment. The sustainability risks are divided into three categories:
Delcap has set up appropriate processes, data and tools in order to identify, measure, mitigate and monitor sustainability risks in its portfolio.
Article 4 of SFDR requires Delcap (on a “comply or explain” basis) to publish on its websites a statement on the due diligence policies concerning principal adverse impacts of investment decisions on sustainability factors (the “PAI Statement”). This needs to be done yearly with a disclosure at entity level.
The principle adverse impacts are indicators that show what impact the investment decision process of Delcap could have on sustainability matters (e.g., the environment, social and labour aspects, human rights, corruption, etc.).
For the time being, Delcap does not include principal adverse impacts of investment decisions on sustainability factors when taking investment decisions. Delcap has opted not to consider any PAI because it invests through ETFs and funds, and rarely selects individual securities. The process of including PAI in the investment decisions would be overly complex and would be hindered by the lack of data and in-house staff resources.
According to article 5 (1) SFDR, Delcap needs to disclose its remuneration policies in relation to the integration of sustainability risks.
Regarding the remuneration policy, Delcap stays in line with the company’s sustainability strategy and respects the laws and regulations regarding sustainability in the financial services sector.
Delcap promotes sound and effective risk-taking with respect to investment decisions and ensures that the structure of remuneration does not encourage excessive risk-taking with respect to sustainability risks.
Moreover, Delcap emphasizes a long-term vision with respect to its interests and the relationships with its employees. In this respect, remuneration levels shall be justified according to performance of the individual concerned.
For more information, please refer to our
remuneration policy.
Conformément à la Circulaire FSMA_2018_10 du 19/07/2018, à l’article 26, §5 de la loi du 25 octobre 2016, et d’une manière générale, Delcap SA conserve un enregistrement de tout service fourni et de toute transaction effectuée afin de permettre à la FSMA d’exercer ses compétences de contrôle et, en particulier de vérifier si les collaborateurs respectent leurs obligations à l’égard des clients ou prospects, et concernant l’intégrité du marché.
Ces enregistrements incluent l’enregistrement des conversations téléphoniques et des communications électroniques (« communications ») en rapport avec les transactions conclues dans le cadre de la prestation de services relatifs aux ordres de clients qui concernent la réception et la transmission d’ordres des clients.
A cette fin, Delcap SA s’est doté d’un système d’enregistrement et de conservation des communications, telles que les conversations téléphoniques passées ou reçues avec les postes fixes de l’entreprise.
Les communications visées sont toutes celles avec les clients, avec des prospects, avec des tiers et les communications internes qui sont en rapport avec les services d’investissement de réception et transmission d’ordres fournis, ce qui incluent également celles qui sont destinées à la proposition de services d’investissement même si ces communications ne donnent pas lieu à la conclusion d’une transaction ou à la fourniture effective d’un service d’investissement. Bien qu’une conversation téléphonique liée à la fourniture d’un conseil en investissement ne soit donc pas soumise en tant que telle à l’obligation d’enregistrement, Delcap SA enregistre toute conversation téléphonique passée ou reçu par chacun de ses collaborateurs avec le poste fixe de l’entreprise.
Les communications, en ce compris les données à caractère personnel qui pourraient y figurer, sont traitées loyalement et licitement par Delcap SA. Sachez que chaque personne concernée a le droit d'accéder, de rectifier et de supprimer ses données personnelles. Le détail des différents droits du salarié est disponible via ce lien : https://gdpr-info.eu/chapter-3/
Les enregistrements sont conservés sur un support durable, de telle façon qu’ils puissent être consultés ultérieurement par Delcap SA ou par la FSMA en cas de besoin, principalement en cas de litige ou d’infraction. Ils sont conservés pendant une durée de maximum10 ans, afin d’être en conformité avec la loi anti-blanchiment et financement du terrorisme. Par après les enregistrements et les données à caractère personnel sont effacés. Delcap SA s’assure que ces données sont protégées et ne seront accédées que dans le cadre susmentionné.
The use of Delcap's website is subject to acceptance of the terms and conditions stated below, in particular if you send us any information through this website. If you do not agree with these terms of use, please do not use this website.
The information contained on this website is provided for information purposes only and should not be relied on as advice (financial or otherwise) in any case. No rights whatsoever can be derived from the use of this website.
In the event of account information or other report being shown, it is (i) provisional, (ii) provided for your infor-mation and (iii) not an official bank or brokerage record or statement from Delcap to you. It is not to be relied upon for purposes of final reconciliation or otherwise. Although we have sought to take reasonable care in its preparation, we do not make any representation or warranty that the information contained herein is accurate or complete. We do not assume any duty to update or revise any of the ac-count information shown in the event that such information changes. The summary information dis-played is subject to correction and any such cor-rections may routinely occur without notice.
Where any of the information displayed or used for the website or any report stems from you, you are responsi-ble for its accuracy. Based on information provided, Delcap evaluates the suitability of your account with your client profile on a periodic basis. This assessment includes your knowledge and experience, your preferences, financial situation, investment objectives and other information you might have provided us with. Please notify us immediately if you believe any information you have provided to us is inaccurately reflected in any relevant report. The valuation may not represent the actual or indicative terms at which new (or economically equivalent) transaction could be liquidated, assigned or unwound, and may vary from valuations used by us for other pur-poses. We may derive valuations for assets set forth in any periodic statement or other document through the use of proprietary pricing models and/or any external pricing service selected by us in our sole discretion and estimates and assumptions about relevant future market conditions and other matters, all of which are subject to change without notice. Any such changes may have a material impact on the valuations provided, and valua-tions based on other models or different assumptions may yield materially different results. Valuations provided do not necessarily reflect a market price estimate on the date specified. Valuations may reflect price estimates on dates different from that indicated. Delcap cannot guarantee that different prices would not be available elsewhere and suggest that several valuations from other sources be obtained for the purpose of making re-quired calculations.
For complaints, please contact
regulatory@delcap.com.
The entire content on the Delcap's website is owned by Delcap (including texts, files, images, reports, animations, graphs, etc). You may not reproduce, copy, distribute, or otherwise making available such content without Delcap's prior written consent.
Some of the content on Delcap's website may be protected by copyright, trade marks, trade secrets or other (intellectual) property rights and laws. You will respect those rights and not sell, license, rent or otherwise use or exploit any such content in a way that violates any right of Delcap or of any third party.
The trade marks on Delcap's website may not be copied, imitated or used, in whole or in part, without Delcap's prior written consent.
When you submit any content to Delcap or on the Delcap's website, you guarantee that such content complies with all applicable law, rules and regulations.
The above terms of use are governed by Belgian law. Any dispute arising in connection with this website shall be under the sole jurisdiction of the courts of Brussels. However, Delcap reserves the right to take legal action before any other competent court, such as the relevant court in your jurisdiction.
Delcap protects your privacy and your personal data. Delcap handles personal data in accordance with the provisions of the General Data Protection Regulation (GDPR) . You can find more information in our
Privacy Statement.
Contact details:
Delcap SA/NV
7 Rue Joseph Stevensstraat
1000 Brussels
Belgium
Company registration number: 0724.481.419
VAT: BE0724.481.419
Brussels Trade Register
If you would like any further information on these terms of use, please contact us using the "contact us" form, or book an appointment.
More information can be found in the documents in the Section "Legal Statement", which forms an integral part of these general terms of use.