INTRODUCTION

The directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution (hereinafter “IDD”) was transposed into the Luxembourg law of 7 December 2015 (“the Law”). Together with the Delegated Regulation (EU) 2017/2359 of 21 September 2017 with regard to information requirements and conduct rules applicable to the distribution of IBIPs, IDD establishes specific requirements on insurance distributor regarding conflicts of interest.

For the purposes of Article 27 of IDD and article 295-17 of the Luxembourg Law dated December 7^th 2015 on the insurance sector, Firstance Luxembourg S.A. Luxembourg and its controlled companies (hereinafter “FALU”) establishes, implements and maintains an effective conflicts of interest policy (hereinafter “the Policy”).

The Policy is accessible to FALU employees, sub-brokers, co-brokers and to clients/prospective clients via our website www.firstance.com or upon request by email at compliance@firstance.com

Regarding FALU employees and Board members, a “Code of conduct” imposes to comply with conflicts of interest declaration through a yearly “Conflict of interest personal statement”.

The Policy describes the principles:

• To identify the circumstances which constitute or may give rise to a conflict of interest entailing a risk of damage to the interests of one or more customers, in the context of insurance distribution activities carried out,
• For operational procedures to be followed and measures to be adopted in order to manage such conflicts and prevent them from damaging the interests of the customer

I.              Principles

1.     Conflicts of interest

As an insurance intermediary, FALU must take all appropriate measures to detect conflicts of interest between itself, including its directors and employees, or any person directly or indirectly linked to it by a controlling relationship, and its customers or between two customers, when carrying out insurance distribution activities.

The Policy focuses on situations likely to generate a conflict of interest involving a risk of harming the client’s interests.

As manufacturers of insurance products must communicate any relevant information on the products offered by distributors, including any situation likely to generate a conflict of interest harming the client’s interest, FALU makes sure to obtain such information before offering any product to its clients (cf. PDA Policy).

2.     Assessment and monitoring methodology

i.     Conflicts of interests risk mapping

In order to assess the risk of conflicts of interest, FALU has designed a conflicts of interest risk mapping.

After identifying a potential conflict of interest situation, Legal & Compliance evaluates the impact of the situation in the event it occurs and the frequency the situation might occur.

The impact of the situation is assessed according to three dimensions: financial, reputational and compliance.

Given the level of criticality of the impact and frequency, the situation is classified as low, moderate, high or critical risk.

 ii.     Conflicts of interest Register

In order to monitor the situations in which a conflict of interests entailing a risk of damage to the interests of a client has arisen or may arise, FALU keeps and updates a Conflicts of Interest Register.

The Register is an exhaustive/comprehensive list of situations that exist, occurred or may occur. It also describes the situations in details, the risk associated to every situation listed, the measures taken to mitigate the risk and the disclosure, if any, made to the client affected by the situation.

II.              Process

1.     Prevention

As investment-based insurance products (IBIP) distributor, FALU maintains and applies effective organisational and administrative arrangements to prevent conflicts of interest from affecting the interests of its clients.

As a principle, FALU’s strategic decisions including commercial decisions or pricing of the services are made collectively to avoid the inappropriate influence of one person.

FALU employees’ remuneration policy is not only based on quantitative criteria but also includes qualitative standards.

2.     Identification

 i.     Conflicts of interests between FALU and a client

FALU assesses whether it, a relevant person or any person directly or indirectly linked to it by control, have an interest in the outcome of the insurance distribution activities, which meets the following criteria:

• it is distinct from the customer’s or potential customer’s interest in the outcome of the insurance distribution activities;
• it has the potential to influence the outcome of the distribution activities to the detriment of the customer.

ii.     Conflicts of interests between two clients

FALU provides advice to its clients on an independent basis. Therefore, FALU assesses the risk of conflicts of interest between two clients as low.

iii.     Indicators monitored by FALU

FALU considers, by way of minimum criteria, the following situations:

• FALU as a legal entity, a relevant person or any person directly or indirectly linked to it by control is likely to make a financial gain, or avoid a financial loss, to the potential detriment of the customer;
• FALU, a relevant person or any person directly or indirectly linked to it by control has a financial or other incentive to favour the interest of another customer or group of customers over the interest of the customer;
• FALU, a relevant person or any person directly or indirectly linked to it by control is substantially involved in the management or development of IBIPs, in particular where such a person has an influence on the pricing of those products or their distribution costs.

3.     Risk assessment and management of the conflicts of interest

i.               Risk assessment

Once a situation is identified, Legal & Compliance assesses the risk associated to the situation of conflicts of interest according to the method described in I.2.i-.

ii.              Management of the conflicts of interest

In order to mitigate the risk of conflicts of interests, FALU has put in place the following measures:

(a) effective procedures to prevent or control the exchange of information between relevant persons engaged in activities involving a risk of conflict of interest where the exchange of that information may damage the interests of one or more customers;

(b) measures to prevent or limit any person from exercising inappropriate influence over the way in which insurance distribution activities are carried out by FALU or its managers or employees or any person directly or indirectly linked to it by control;

(c) measures to prevent or control the simultaneous or sequential involvement of a relevant person in separate insurance distribution activities where such involvement may impair the proper management of conflicts of interests;

(d)  a gifts and benefits policy which determines clearly under which conditions gifts and benefits can be accepted or granted and which steps are to be taken when accepting and granting gifts and benefits.

4.     Information or Disclosure to the client

i.               Generic pre-contractual information

Before the conclusion of any insurance contract, FALU must inform the potential client about any potential conflicts of interests following the provisions of the Law. This information is provided to every potential client through FALU General Terms and Conditions or through a specific conflict of interest statement.

ii.              Specific information

FALU only uses the disclosure of conflicts of interests to clients as a last resort measure.

When informing the client of the conflict of interests, FALU, through the conflict of interests statement:

• provides, through a durable medium, a specific description of the conflict of interest in question;
• explains the general nature and sources of the conflict of interest;
• explains the risks to the client that arise as a result of the conflict of interest and the steps undertaken to mitigate those risks;
• clearly states that the organisational and administrative arrangements established by FALU to prevent or manage the conflict of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the customer will be prevented.

III.            Update of the Conflicts of interest Register

Legal & Compliance records any situation of conflicts of interest identified in the Conflicts of interests Register. It also records the risk associate to every situation, documents all the actions undertaken to mitigate the risk and any disclosure made to a client.

IV.            Assessment of inducements and inducements schemes

To assess whether an inducement or inducement scheme has a detrimental impact on the quality of the service provided to the customer, FALU has performed an overall analysis considering all relevant factors which may increase or decrease the risk of detrimental impact on the customer, and any organisational measures taken to prevent the risk of detrimental impact.

FALU identifies two factors that may decrease the risk of detrimental impact on the customer: the quality of the service and the added value to the customer.

In principle, FALU assesses the inducement or inducement scheme before putting it in application and reviews it on an annual basis.

FALU has identified inducements in its remuneration mapping.

FALU considers the following criteria:

• whether the inducement or inducement scheme could provide an incentive to FALU to offer or recommend a particular insurance despite the fact that FALU would be able to offer a different insurance product which would better meet the customer’s needs;
• whether the inducement or inducement scheme is solely or predominantly based on quantitative commercial criteria or whether it considers appropriate qualitative criteria, reflecting compliance with applicable regulations, the quality of services provided to customers and customer satisfaction;
• the value of the inducement paid or received in relation to the value of the product and the services provided;
• whether the inducement is entirely or mainly paid at the moment of the conclusion of the insurance contract or extends over the whole term of that contract;
• the existence of any form of variable or contingent threshold or any other kind of value accelerator which is unlocked by attaining a target based on volume or value of sales.

V.              Review/Control framework & Record keeping

Legal & Compliance assesses and reviews annually the Policy and takes all appropriate measures to address any deficiencies.

Legal & Compliance regularly updates the Conflicts of Interest Register to record every new situation in which a conflict of interest entailing a risk of damage to the interests of a customer has arisen or, in the case of an ongoing service or activity, may arise.

The Board of Directors receives and endorses annually a written report on the new situations identified.

v. CI _2019_11_28