CITYPRIVE P.F.P., S.L.
I. Introduction
This Internal Code of Conduct (hereinafter, the ” Code”) is drawn up in compliance with the rules contained in Law 5/2015 of 27 April, on the promotion of business financing (hereinafter, “Law on the Promotion of Business Financing”). This Code has been approved by the Administration Body of “CITYPRIVEP.F.P., SL” (hereinafter “CITYPRIVE”).
This Code regulates the actions and due diligence by CITYPRIVE and all those hereinafter defined as “Subject Persons” on a number of issues, such as:
1. General duties.
2. Processing of Confidential Information.
3. Processing and Management of Conflicts of Interest.
4. Handling of Related Projects.
It is the obligation of all “Subject Persons” that will be defined below, as far as applicable, to know these rules of conduct and ensure their diligent application to the particular role that each of them has to perform in their respective field of action with regard to CITYPRIVE.
According to Article 60.1 of the Law on the Promotion of Business Financing, and for the purposes of this Regulation, both the Developers who publish projects on the website CITYPRIVE and the Investors who invest in such projects shall be considered Clients or Users .
II. Scope Subject to Application
The rules contained in this Code shall apply to the following people:
1. The members of the Administration Body, whether they are natural individuals or legal entities, as well as the natural individuals representing the latter;
2. Managers, employees and agents of CITYPRIVE, and
3. CITYPRIVE partners, in those cases specifically described regarding them.
4. Other people who provide their services to CITYPRIVE and who, at the discretion of the Control Body monitoring compliance with the Internal Code of Conduct (hereinafter the “Control Body”), are temporarily subject to the Code rules due to their participation in a transaction, or knowledge of a transaction, concerning CITYPRIVE.
Hereinafter, all of the above will be referred to as “Subject Persons”.
Subject Persons must be aware of, comply with and cooperate in the application of this Code, as well as those aspects of current legislation applicable to Equity Crowdfunding Platforms that affect their specific field of activity. To this end, this Code will be delivered to all Subject Persons, who must declare their awareness and acceptance through the document Annex I – Declaration of awareness and acceptance of the Internal Code of Conduct (ICC).
CITYPRIVE partners will only be required to submit the statement and acceptance described in the preceding paragraph if, due to their nature, they were obliged to do so or whenever they are subject to the application of this Code.
III. Control Body for the Application of the Code
The Control Body shall be constituted by the Sole Administrator or, as the case may be – if the Company adopts the structure of a Board of Directors for its Administrative Body – by the sole CEO or by the Managing Director, if there are several Managing Directors, who is expressly authorised to occupy such position by the Board of Directors. The Sole Chief Executive Officer or the Managing Director, as the case may be, may sub-delegate these functions to a third party.
The Control Body shall be responsible for overseeing the application of and compliance with the rules established in this Code. Likewise, the Control Body shall be responsible for controlling the requested authorisations, consultations and duties of information established in this Code of Conduct.
Other responsibilities of the Control Body are:
1. Identifying the Subject Persons according to this Code of Conduct;
2. Keeping control of Confidential Information, under the terms established in this Code of Conduct;
3. Dealing with any queries made by the Subject Persons in relation to the rules contained in this Code, as well as providing information on the prohibition of certain conducts and the possible sanctions deriving from non-compliance with them; and
4. Other responsibilities expressly assigned herein, as well as any other that may be appropriate to reduce the risk of non-compliance with these regulations.
Subject Persons must comply with the requirements made by the Control Body in order to ensure compliance with the rules established in this Code.
The Control Body shall report, where appropriate, periodically, and at least annually, to the Company’s Board of Directors on the state of compliance with the rules set out in this Code.
IV. Code Enforcement
Information
The Control Body shall inform the Administration Body, and/or the committee appointed by it, of any relevant incidents arising from compliance with the provisions set out in this Code.
At least once a year, the Control Body shall draw up a report addressed to the Administration Body, for analysis, containing an assessment of compliance with this Code of Conduct with a description of the main incidents that have occurred.
Non-compliance
Failure to comply with the provisions of this Code shall be considered a misdemeanour, the severity of which shall be determined by the procedure to be followed in accordance with the provisions in force. Any breach by people affected by this Code who have an employment contract with CITYPRIVE will be considered a case of labour misconduct.
The preceding shall be without prejudice to the liability that may arise from the provisions of Law 5/2015 of 27 April, on the Promotion of Business Financing, and the rules under which it is developed and the civil or criminal liability that in each case is enforceable on the defaulter.
1) General duties
In exercising their duties, Subject Persons shall:
1. Serve the interests of clients in a diligent, neutral and transparent way;
2. Give priority to the legitimate interests of clients, trying to avoid conflicts between the interests of different clients, and/or between the interests of the Subject Persons or CITYPRIVE and the interests of the clients;
3. Refrain from granting privileged treatment to any client when there is a conflict of interest among several;
4. Refrain from granting privileged treatment to any of their own interests over those of clients when there is a conflict of interest between them and the latter;
5. Refrain from misusing or improperly disclosing Confidential Information (as defined below);
6. Refrain from providing personalized recommendations to Investors on the projects published on the crowdfunding platform, notwithstanding that only and exclusively CITYPRIVE, as a Crowdfunding Platform, may advertise and make commercial communications about the projects in the platform, in accordance with the provisions of Article 64 of Law 5/2015 of 27 April, on the Promotion of Business Financing; and
7. Refrain from engaging in parallel or fraudulent activities with clients.
2) Confidential Information
2.1. Concept of Confidential Information
It will be considered as ” Confidential Information ” any information of a specific nature relating directly or indirectly to CITYPRIVE or any of its clients, which is not public, as well as any information obtained under a professional commitment of confidentiality and which is not public.
2.2 Abstention obligation
Any Subject Person in possession of Confidential Information must refrain from engaging in any of the following actions, directly or indirectly, for their own account or for the account of others:
1. Using such Confidential Information for their own benefit, either directly or by providing it to selected customers or third parties without CITYPRIVE’s knowledge.
2. Disclosing or improperly revealing such Confidential Information.
3. Recommending a third party to perform any action based on such Confidential Information.
When in reasonable doubt about whether or not certain information is confidential, Subject Persons should consult the Control Body before engaging in any of the actions described in the preceding items in this section.
Likewise, Subject Persons must safeguard any Confidential Information in their possession, adopting suitable measures to prevent such information from being subject to abusive or unfair use and, if they are aware that such use has taken place, the necessary measures they must find measures to correct the consequences that may have arisen as a result.
The communication of information to service providers or external auditors is exempted from the above prohibitions when the information is necessary for the exercise of their functions, or in the legally appropriate cases or when the Control Body, on the basis of its specific functions and in a well-founded manner, expressly authorises so.
2.3 Applicable procedure in relation to Confidential Information
During the stages for the study, preparation or implementation of any type of CITYPRIVE activity, the following measures will be adopted:
1. The designation of a piece of information or transaction as Confidential Information means that CITYPRIVE declares the secrecy of the same and undertakes to ensure confidentiality during the relevant decision process until the adoption and dissemination of the final decision;
2. Knowledge of the Confidential Information will be strictly limited to those people, internal or external to the organization, which is essential, and
3. Security measures shall be established for the custody, filing, access, reproduction and distribution of information.
3) Conflicts of Interest
3.1 Definition
Conflicts of interest shall be understood as all those circumstances that constitute or may give rise to a conflict with a potential adverse effect on a client or a group of clients. Conflicts of interest may arise between:
1. The interests of CITYPRIVE or Subject Persons and CITYPRIVE’s obligations to one or more clients; and
2. The interests of two or more CITYPRIVE clients with respect to each other.
3.2 Managing conflicts of interest
In compliance with Article 62 of the Law on the Promotion of Business Financing, Subject Persons may not:
1. Perform activities that may give rise to a conflict of interest, make improper use of confidential information or unduly disclose it, nor
2. Make personalized recommendations to Investors on the projects published on the crowdfunding platform.
In particular, CITYPRIVE partners may only advise Investors on the projects published on the platform when they are authorized to provide the financial advisory service referred to in Article 140.g) of Royal Legislative Decree 4/2015 of 23 October, approving the current Consolidated Text of the Securities Market Act, (replacing the previous 63.1.g) of Law 24/1988 of 28 July on the Securities Market) and only if they implement an effective policy on conflicts of interest.
Subject Persons must be aware of and comply with the provisions of this Internal Code of Conduct in relation to the management of any conflict of interest for CITIPRIVE, the main objectives of which are:
1. The prior identification of potential conflicts of interest that may arise in the provision of services to customers by CITYPRIVE, and
2. The implementation of measures to manage such conflicts of interest, in order to avoid any harm to CITYPRIVE clients.
3.3 Identification of conflicts of interest
To identify conflicts of interest that may arise, we shall take into account whether CITYPRIVE or the Subject Persons:
1. May obtain a financial gain or avoid a financial loss, at the expense of the client;
2. Have an interest in the outcome of the service provided to the client or the transaction carried out on its behalf, other than the interest of the client.
3. Are engaged in the same trade or business as the client; and/or
4. Any other interests exist that could cause potential detriment to a client or group of clients in the platform.
For the purposes described, it will be necessary that the benefit that CITYPRIVE or any of the Subject Persons may obtain leads, (not necessarily simultaneously), to a potential disadvantage for the client; or that the gain to be obtained or the loss to be avoided by a client leads to a lower profit or loss for another client.
CITYPRIVE continuously monitors its policies and procedures. In the event that any conflict of interest not specifically contemplated is identified, the Controlling Body will adapt its policies and procedures to ensure its adequate management.
3.4 Family, economic or professional affiliation
Subject Persons may be affected by potential conflicts of interest by virtue of their family, economic or professional ties or for any other reason, with respect to a specific action, service or transaction.
For the purposes of this Code of Conduct:
1. Direct or indirect ownership, or ownership through a controlling position, of 34% or more of the voting rights or capital of a company, provided that it is a company that supplies some kind of service or carries out some kind of work for one of CITYPRIVE’s clients, shall be considered to be an economic relationship.
2. Spouses or individuals with whom they live in an analogous relationship of affectivity, as well as their relatives up to the second degree of consanguinity or affinity, shall be considered as family members with respect to the projects of which they are developers and which are published on the web sites of their respective platforms.
3. Professional relationships refer to any type of relationship for the provision of services or other contractual relationships other than those generated by their positions or jobs in CITYPRIVE; service provision or contractual relationships made by or through the individuals referred to in item b) above will be considered as the Subject Person’s own services or contractual relationships.
4. Other relationships will include those of individuals whose relationship with the Subject Person is such that they have a direct or indirect, significant interest in the outcome of the transaction.
Hereinafter, all individuals mentioned in items b) and d) above will be referred to as “Connected Persons”.
Likewise, any relationships other than those expressed above may be subject to potential conflicts of interest if, in the opinion of an external and impartial observer, they could compromise the impartial performance of any of the Subject Persons. In case of reasonable doubt in this regard, the subject persons should contact the Controlling Body in charge of the Internal Rules of Conduct.
3.5 Reporting potential conflicts to the Control Body
Subject Persons must inform the Controlling Body of any situation, with respect to a specific action, service or transaction, that may lead to a conflict of interest. Notifications must be submitted as promptly as possible and, in any case, before the decision that could be affected by the possible conflict of interest is made. Subject Persons must keep the above information updated, notifying any modification or termination of the reported situations.
In the event that they were personally affected by a conflict of interest, Subject Persons shall refrain from interfering in the preliminary acts and decide or, where appropriate, cast their vote, in situations related to the object of such conflict arising, and warn of this to those who will make the corresponding decision.
Subject Persons violate their duty of loyalty to CITYPRIVE if they allow or do not disclose the existence of operations carried out by those individuals with whom there is any link that may breach the rules contained in this Internal Code of Conduct.
Also, in case of doubt about the existence of a conflict of interest, Subject Persons are required to bring such a case to the attention of the Controlling Body, as well as the specific circumstances of the transaction subject to a potential conflict, for the determination by the Controlling Body of an appropriate action in this regard.
3.6 Resolving conflicts of interest
Conflicts of interest shall be resolved by the Controlling Body, after meeting and discussing such conflicts with the head of the department where the conflict of interest is located or with the person who directly reports to the Controlling Body, subject to this ICC (Internal Code of Conduct). If it affects several departments, it shall also be settled by the Controlling Body.
The resolution of conflicts of interest shall always be carried out in accordance with the following principles:
1. The obtaining of a financial benefit by CITYPRIVE or the Subject Persons shall not be placed ahead of the clients’ interests;
2. Priority must be given at all times to the legitimate interests of clients, acting with diligence, loyalty, neutrality and discretion; and
3. No client, or category of client or other categories, shall be privileged over another or others.
Should a conflict of interest arise and cannot be properly managed in accordance with the above criteria, the situation giving rise to the conflict of interest shall be avoided, or the general nature or source of the conflict of interest shall be disclosed to clients in a fair, clear and non-deceptive manner before acting on the client’s behalf so that the client can make an informed decision on the Project or investment.
3.7 Disclosure of potential conflicts of interest
When it is considered that the measures taken are not enough to avoid the risk of a client or group of clients being adversely affected, the client or group of clients must be informed, in a durable medium, of the nature of such conflict and of the other circumstances that will enable them to make a rational decision about the products or services to be hired through CITYPRIVE.
4) Linked Projects
4.1 CITYPRIVE Participation
In compliance with Article 63 of the Law on the Promotion of Business Financing, CITYPRIVE may only participate in projects published on its website under the following requirements:
1. Its participation may not exceed 10 percent of the funding target for each project nor allow control of the company, under the terms provided in Article 42 of the Commercial Code.
2. CITYPRIVE will inform investors in a clear and accessible way about the amount of its participation, or that of the Subject or Related Persons, in each project. It will also publish on the website the criteria in its internal policy for determining its participation in the projects.
In addition, CITYPRIVE may only publish on its own website projects in which it is a developer under the following requirements:
1. The aggregate funding target for such projects shall not exceed in each financial year 10 per cent of the funds actually raised by all crowdfunding projects published on its website in the immediately preceding financial year.
2. CITYPRIVE shall immediately inform investors in a clear and accessible way of the projects in which CITYPRIVE itself is a developer, or those with the Subject or Connected Persons as developers.
The provisions in the preceding paragraphs shall expressly, under Article 63.3 of the Act, also apply to directors and senior executives of CITYPRIVE, and partners with significant participation in CITYPRIVE, as well as to spouses or people with whom they live in a similar relationship of affection and their relatives up to the second degree of consanguinity or affinity, with respect to projects in which they are developers and which are published on CITYPRIVE’s website.
CITYPRIVE may not participate in projects published by other crowdfunding platforms.
4.2 Communication and information obligations
The Control Body may determine the operations that, due to their amount or risk, must be communicated prior to their execution.
The monthly communications and written information referred to in the preceding paragraphs shall be filed in an orderly and separate manner for at least five years.
The Control Body must guarantee strict confidentiality, without prejudice to the obligation to cooperate with any relevant judicial and supervisory authorities.
5) Transactions Advertising
In compliance with Article 64 of the Law on the Promotion of Business Financing, CITIPRIVE may:
1. Advertise and conduct communications of a commercial nature concerning its general professional activity.
2. Advertise and conduct commercial communications on specific crowdfunding projects, provided that the selection thereof is based on objective and non-discriminatory criteria on which customers will be informed. In these cases, the above communication will by default mention CITYPRIVE’s authorship of such information, through texts such as the following: “CITYPRIVE recommends (…)”.
“CITYPRIVE P.F.P., S.L.”, in its latest or revised version, as of: 08 May 2019.
