Conflicts of Interest Policy

1.  INTRODUCTION

In this policy (“Policy”) we have outlined the main circumstances related to Estateguru’s business which cause or may cause a conflict of interest violating the interests of one or several lenders and/or crowdfunding project owners, and the steps which we have taken and measures we will apply in order to avoid or mitigate any conflict of interest.

In its position as a crowdfunding platform operator, there is a risk of Estateguru having conflicting interests with its lenders or borrowers (“you”). A conflict is a situation where Estateguru or its manger, employee or other associated person has its own interests in relation to the services provided to the clients of Estateguru which could compromise their judgement, decisions, or actions.

This Policy is from time to time updated as new risks and potential conflicts of interest emerge or when deficiencies in this Policy are discovered in the course of periodic monitoring. You may find the date on which the Policy was last updated on the upper side of the website. Management bodies of Estateguru are responsible for the implementation of systems, controls, and procedures to identify and manage conflicts of interest.

This Policy is published on the website for information purposes as required by applicable law. The Policy is reviewed and updated at least on an annual basis. Changes to this Policy do not affect the contractual relationship you have with Estateguru.

2.  GENERAL

To avoid or mitigate any conflicts of interest situations, Estateguru has:
a.  analysed its business and identified potential conflict of interest situations; and
b.  set out rules for its staff to avoid or mitigate the conflict of interest; and
c.  put in place a compliance structure with an aim to detect any additional circumstance which entail or potentially entail conflicts of interest or identify any deficiencies in the procedures or errors in following existing procedures.  

3.  PERSONS ASSOCIATED WITH ESTATEGURU

For the purpose of this Policy, the following persons shall be deemed as persons associated with Estateguru:

• Estateguru itself; and
• any shareholder of Estateguru holding 20% or more of share capital or voting rights; and
• any manager or employee of Estateguru; and
• any natural person working as a full-time contractor for Estateguru who has access to information about projects under assessment, projects to be launched, projects in default, project owners or other confidential information; and
• any Estateguru group company; and
• any other natural or legal person linked to those shareholders, managers or employees by control (persons indirectly associated with Estateguru).

‘Control over a legal person’ refers to a relationship between any natural or legal persons where the controlling person is able to exercise control due to: (i) holding majority of the voting rights (whether directly or indirectly), (ii) being a shareholder and at the same time having the right to appoint or remove majority of the members of the administrative, management or supervisory body, (iii) having dominant influence over an undertaking under contractual arrangements.

‘Control over a natural person’ means any contractual (regardless of a form) arrangements whereby the controlled person agrees to act in the interests of the controlling person.

4.  CIRCUMSTANCES CAUSING OR POSSIBLY CAUSING CONFLICTS OF INTEREST WITHIN THE ORGANISATION

Conflict of interest situations may arise due to a close relationship between the persons associated with Estateguru or between them and Estateguru. This may happen where a person associated with Estateguru has personal interests in a transaction concluded by Estateguru or, for example, takes part in assessing their own work performance or solving their own operational incident.

A conflict of interest also arises in case there is a legal dispute between Estateguru, and a person associated with Estateguru or if any decision related to project owners or lenders or otherwise related to the services provided by Estateguru results in monetary benefit for the respective person associated with Estateguru.

A person associated with Estateguru may not participate in any of the following decision-making processes:
a.  approval of a transaction between the person and Estateguru; or
b.  approval of a transaction between a third person and Estateguru if the interests of the person associated with Estateguru arising from such transaction are in conflict with the interests of Estateguru. It is always presumed that the interest of a person associated with Estateguru are in conflict with the interests of Estateguru If transaction is made with any of the following third persons:

i   a close relative (parent, child, spouse, co-habiting partner, sibling and their children, aunt, uncle, cousin) of the person associated with Estateguru; or
ii  a legal entity associated with a person associated with Estateguru (the criteria in clause 3 to be applied).

In case a person associated with Estateguru has conflicting interests with Estateguru, they shall be removed from any relevant internal decision-making process.

5.  CIRCUMSTANCES CAUSING OR POSSIBLY CAUSING CONFLICT OF INTEREST BETWEEN PERSONS ASSOCIATED WITH ESTATEGURU AND THE CLIENTS OF ESTATEGURU

Estateguru on an ongoing basis assesses whether there are any potential conflicts of interest that may affect the financial interests of lenders and crowdfunding project owners of Estateguru and seeks to prevent any such events or mitigate them so that they would not affect the clients of Estateguru.  

Estateguru has determined as conflict-of-interest situations any circumstances where a person associated with Estateguru:
a.  seeks to avoid a (potential) financial loss at the expense of a lender and/or a crowdfunding project owner (for example, by using information not available to other lenders or crowdfunding project owners to exit an investment early); or
b.  has an interest in the result of the rendered service or in the result of a transaction concluded at the expense of the lender and/or crowdfunding project owner that is or may be incongruous with the role of crowdfunding service provider based on the applicable law; or
c.  receives or will receive from a person (either a lender, a crowdfunding project owner, or any other third person) an inducement in relation to a service provided to the lender and/or crowdfunding project owner, in the form of money, goods or services, other than a standard commission or fee for that service; or
d.  is motivated financially to favour any lender or crowdfunding project owner to the interests of Estateguru or the interests of other project owners or lenders; or
e.  has interests in the results of the service provided or transaction conducted that otherwise differ from the interests of the lenders or a project owner.

To avoid or mitigate these conflict-of-interest situations, the following restrictions have been introduced:
a.  persons associated with Estateguru are not accepted as crowdfunding project owners on Estateguru’s platform; and
b.  persons associated with Estateguru are not permitted to use the secondary market functionality of Estateguru’s platform if they use platform services as lenders; and
c.  there are restrictions in place for the persons associated with Estateguru in relation to accepting inducement from project owners or potential project owners.
Other mitigative measures are described below.

6.  MITIGATION OF CONFLICTS OF INTEREST

Where a conflict-of-interest situation cannot be avoided, Estateguru has in place procedures to mitigate any such conflicts of interest.

Estateguru takes all necessary measures to ensure that the actions taken by Estateguru will be exclusively based on the best interest of the lenders and/or crowdfunding project owners. We value transparency within our organisation as well as in communication with our clients. For that purpose, we have in place different measures which help us to proactively deal with conflicts of interest and reactive measures which help us to solve any situations where conflict of interest has been detected.

In the following situations, Estateguru is potentially in a conflict-of-interest situation:
a.   loan securitization transactions or other transactions where the loans are prematurely repaid (and in some of these cases, Estateguru assists the borrower in finding refinancing options). These transactions are only executed provided that the premature repayment is permitted under the loan terms and has been communicated to the lenders.
b.  permitting the use of SPVs in loan structuring. Only permitted if permitted under the Crowdfunding Regulation and provided that lenders have been provided with sufficient information about the corporate structure of the borrower.
c.  not publishing on the platform all loan applications received from project owners for all lenders to invest in. Some loans are wholly or partially funded with Auto Invest and some loans are funded by institutional investors only. Sometimes, a loan maybe partially published on the platform with the other part of the project only available to institutional investors outside of the platform.
d.  full or partial lender instant exit or secondary market scenarios. For the sake of clarity, persons associated with Estateguru are prohibited from using these functionalities to limit potential conflict of interest situations.

Proactive measures.
a.  Procedures. Estateguru has in place procedures to ensure that lenders and/or crowdfunding project owners are treated in a non-biased and objective manner. Estateguru does not favour any single (potential) project owner to another or any single lender to other lenders. All persons associated with Estateguru, to the extent they can use the services of Estateguru, can use them under the same terms and conditions as are applicable to all other users.
b.  Separation of functions. Certain key functions must always be performed by separate persons. For example, a person receiving remuneration for a task should not be the one to approve or accept the outcome of the task.
c.  Four eye principle. Decisions which are potentially sensitive or entail a high conflict of interest risk shall be taken separately by two persons.
d.  Training. To ensure all persons associated with Estateguru are aware of their rights and obligations as well as any limitations or restrictions, there are periodic trainings.
e.  Informing obligation. Persons associated with Estateguru are required to notify Estateguru of all persons under their control who must be deemed as persons indirectly associated with Estateguru, so that Estateguru would be able to enforce the limitations.
f.  Limitations to persons associated with Estateguru. Persons associated with Estateguru may participate in crowdfunding projects as lenders, this will also be communicated to other lenders. Persons associated with Estateguru cannot use the services of Estateguru as project owners. Those persons do not enjoy any preferential treatment or privileged access to information.
g.  Access to information. All information which is relevant for making an investment decision will be made available to all lenders in the key investment information sheet, as amended from time to time, or in loan performance reports. To ensure that persons associated with Estateguru cannot use insider information for their transactions on the platform, persons associated with Estateguru are (i) only permitted to invest into new loans, but only under the same terms and conditions as other lenders, (ii) not permitted to make use of the secondary market to ensure that they cannot sell any claims of which they have any information which is not made public yet to other lenders.
h.  Remuneration. Estateguru’s principles for remuneration and separation of functions prevent the persons deciding whether or not to permit publishing of a crowdfunding project to receive any bonuses in relation to that.
i.  Monitoring. Estateguru takes steps to identify new potential conflicts of interest and supplement its procedures, as necessary.

Reactive measures.
a. Specific mitigative measures for common conflict of interest situations. In the performance of their functions, all persons associated with Estateguru must ascertain whether there is any conflict of interest in their actions, and take measures foreseen for mitigating the conflicts of interest they have detected or withdraw if that is not possible. An example: the most conflicting positions are those who are directly involved in the onboarding or servicing of a project owner, so their tasks generally require application of four-eye-principle to ensure that no decisions are made or actions are taken (solely) by persons in a conflict of interest situation.
b.  Informing obligation. Where a person has acted or is about to act in a conflict-of interest situation due to their position in or role or tasks in Estateguru, the person is obliged to inform their direct manager of it. The person shall be substituted in performing the role or task in the respective situation.
c.  No action without consent. In some instances, where it is reasonable and the risks related to the (potential) conflict of interest are low, the person in conflict with Estateguru or any lender or project owner may continue to perform their tasks if all persons involved in the conflict of interest situation provide their explicit consents. If a conflict of interest or a potential conflict of interest arises which concerns a crowdfunding project, the person (potentially) in conflict may only proceed with their tasks if the relevant lender and/or crowdfunding project owner is notified, and they clearly express their informed consent concerning the provision of crowdfunding services regardless of the actual or potential conflict of interest. This consent shall be recorded and retained by Estateguru.
d.  Incident reporting. Where a conflict of interest has occurred, there are channels for incident reporting and operational risk team to deal with solving the issues.