Procedure for (potentially) conflicting situations

Within our group we perform both the functions of mediator and authorized agent. Our business operations are structured in such a way that the business processes of our brokerage and proxy activities are separated from each other. Our brokerage and proxy activities are organized in different legal entities, with separate annual accounts.

Although the business processes and responsibilities are clearly separated, there is no clear separation of duties between our brokerage and proxy activities, which would harm the efficiency advantage we are aiming for. The business processes and responsibilities are described in our electronic knowledge portal.

Despite the measures we have taken, a conflicting situation may arise between our position as authorized representative and our position as intermediary. We have formulated the following policy for this:

• The general director is ultimately responsible for the proxy policy;
• If the procedures, work instructions and others mentioned in our electronic Knowledge Portal documents do not clarify how in a particular situation (with regard to the
  granted powers of attorney) must be acted upon, the general manager decides;
• Decisions to deviate from the procedures stated in the electronic Knowledge Portal, instructions and other documents are taken:
  • Within the powers of the powers of attorney granted after (written) permission
    of the general manager;
  • Contrary to the powers of the powers of attorney granted with (written)
    permission from the general manager and the principal.
• The decision or consent of the general manager and, if necessary, the consent of the principal is recorded and archived.