Conflict of Interest

  1. Company Information

Legacy Capital Ltd (the “Company”) is incorporated and registered under the laws of Seychelles (Company No. 8438289-1) and is licensed and regulated as a Securities Dealer by the Financial Services Authority (FSA) under Licence No. SD229.

  1. Legal Framework and Purpose

This Conflicts of Interest Policy (the “Policy”) is adopted in accordance with the Financial Consumer Protection Act, 2022 and applicable regulatory requirements in Seychelles.

The purpose of this Policy is to identify, prevent, manage, and where necessary disclose conflicts of interest that may arise in the course of the Company’s business, ensuring that clients are treated fairly and that their interests are not adversely affected.

The Company’s Board of Directors is responsible for ensuring that appropriate arrangements are in place to prevent collusion, unfair practices, or improper influence.

  1. Scope and Applicability

This Policy applies to:

  • The Company;
  • Members of the Board and senior management;
  • Employees;
  • Agents and tied representatives;
  • Outsourced service providers involved in the provision of investment services.

The Policy is reviewed at least annually and updated where necessary to reflect regulatory, operational, or business developments. Any material amendments are communicated to the FSA as required.

  1. Identification of Conflicts of Interest

The Company takes all reasonable steps to identify conflicts of interest that may arise:

  • Between the Company (or its related persons) and its clients; or
  • Between one client and another client.

All staff are required to remain vigilant and promptly report any actual or potential conflict to the Compliance Officer (“CO”). Where the conflict involves the CO, the matter is escalated to the Representative Officer.

In assessing conflicts, the Company considers whether it or a relevant person:

  • May gain financially or avoid a loss at a client’s expense;
  • Has an interest in the outcome of a transaction differing from the client’s interest;
  • Has an incentive to favour one client over another;
  • Receives benefits from third parties beyond standard fees or commissions.

Each identified conflict is assessed on a case-by-case basis, appropriately mitigated and recorded accordingly.

  1. Management and Control of Conflicts

The Company maintains appropriate organisational and administrative arrangements to manage conflicts of interest effectively, including an independent Compliance function.

Where a conflict is identified, the Company:

  • Assesses whether the conflict is actual or potential;
  • Evaluates its materiality and potential impact on clients;
  • Implements appropriate mitigating measures; or
  • Declines to proceed where the conflict cannot be adequately managed.

Key measures include:

  • Segregation of duties and clear functional separation between departments;
  • Restrictions on personal account dealing and use of non-public information;
  • Monitoring of employee transactions and external brokerage accounts;
  • Controls over access to confidential and sensitive information;
  • Remuneration structures designed to avoid inappropriate incentives;
  • Approval and oversight of marketing communications by Compliance;
  • Application of the four-eye principle for critical processes.

Employees are required to place clients’ interests ahead of their own and those of the Company at all times.

  1. Personal Transactions

A “personal transaction” includes any transaction in a financial instrument carried out by or on behalf of a relevant person outside their professional capacity, or for their own account or that of closely related persons.

All personal transactions must be reported to the Compliance Officer promptly and are subject to review, restriction, or prohibition where a conflict of interest may arise.

  1. Segregation of Assets

The Company maintains strict segregation between its own assets and client assets. Separate books and records are kept for each client to ensure protection against misuse, fraud, or misappropriation, including in the event of insolvency.

  1. Prohibited Practices

The Company strictly prohibits practices that could create conflicts of interest, including:

  • Misuse of client information for proprietary benefit;
  • Trading based on inside or confidential information;
  • Preferential treatment of staff over clients;
  • Influencing market prices for improper purposes;
  • Executing personal or related-party transactions using client data.

Any suspected breach must be reported immediately to the Compliance Officer.

  1. Disclosure of Conflicts

Where internal measures are insufficient to ensure, with reasonable certainty, that client interests will not be adversely affected, the Company will disclose the relevant conflict to the client in a clear and durable manner.

Such disclosure includes:

  • The nature and source of the conflict;
  • The associated risks;
  • The measures taken to mitigate the conflict.

If disclosure is insufficient to protect the client, the Company reserves the right to decline the relevant service or transaction.

  1. Ongoing Monitoring

The Company maintains an ongoing monitoring framework to ensure continued compliance with this Policy and to identify new or emerging conflicts of interest. Employees are required to cooperate fully with Compliance and report any new circumstances that may give rise to conflicts.