Conflicts Policy
Approved by the Sole Administrator on 8 June 2026 · Version 1.0
PREAMBLE
European Equity Research Partners, S.L. (hereinafter, «EERP» or the «Company») is fully aware that the operating model of issuer-sponsored research rests upon a structural tension: the issuer analysed pays for the research whose economic and reputational function consists, precisely, in informing the investor on criteria of objectivity and independence that are immune to the interest of the paying issuer. The rigorous, transparent and verifiable management of this tension is the condition of viability of the model and the condition of credibility of EERP before investors, distributing investment firms, supervisory authorities and the market in general.
This Conflicts of Interest Policy (hereinafter, the «Policy») constitutes the dedicated, operational and exhaustive development of the conflicts of interest regime established in Title V of the EERP Code of Conduct (hereinafter, the «Code»).
The Policy is approved in compliance with:
- • Article 28 of the Articles of Association of EERP, which confers on the Sole Administrator the responsibility for approving and maintaining a Conflicts of Interest Policy;
- • Clause 1 of the European Union Code of Conduct for issuer-sponsored research (hereinafter, «EU Code»), established by the Delegated Regulation of the European Commission adopted pursuant to Article 24(3c) of Directive 2014/65/EU (hereinafter, «MiFID II»), as amended by Directive (EU) 2024/2811, those technical standards having been adopted by the European Commission by means of the Delegated Regulation of 21 May 2026 [document C(2026) 3226 final], not yet published in the Official Journal of the European Union nor in force;
- • Regulation (EU) No 596/2014 on market abuse (hereinafter, «MAR») and Delegated Regulation (EU) 2016/958 on the objective presentation of investment recommendations and the disclosure of conflicts of interest;
- • Law 6/2023, of 17 March, on the Securities Markets and Investment Services (hereinafter, «LMV») and implementing regulations to the extent applicable;
- • the Code and, on a supplementary basis, any other compliance rule applicable to EERP.
The Policy is hierarchically subordinate to the Code and develops in detail its Title V (Articles 27 to 31). In the event of apparent contradiction, the Code prevails. The Policy does not replace the Code in any matter; it deepens it in the specific matter of conflicts of interest.
EERP declares that this Policy is a living instrument. Its effectiveness is not measured by its formal existence but by its substantive application: effective identification of conflicts, effective management when they materialise, and effective disclosure to the reader of the research and to interested third parties. The mandatory annual review under Title IX and the annual reporting by the Compliance Officer to the management body are the institutional guarantees of this effectiveness.
TITLE I. GENERAL PROVISIONS
Article 1. Object and purpose of the Policy
1.1. The purpose of the Policy is to develop in detail, in accordance with Article 28 of the Articles of Association and Title V of the Code, the regime for the identification, prevention, management and disclosure of the conflicts of interest inherent in the activity of EERP.
1.2. The Policy seeks to:
- (a) Guarantee the editorial independence and objectivity of the research produced by EERP, even where such research is paid for in whole or in part by the issuer analysed;
- (b) Protect the interests of the investors to whom the research is addressed by preventing any conduct that may affect the integrity of the analysis;
- (c) Fully comply with Clause 1 of the EU Code, articulating an effective policy, an up-to-date register, an investigation of breaches with notification to the issuer and a systematic annual review;
- (d) Comply with the regime of mandatory disclosure of conflicts of interest in each piece of research in accordance with Delegated Regulation 2016/958 and the EU Code;
- (e) Enable distributing investment firms to verify EERP's compliance with the EU Code, in accordance with Clause 7 of the EU Code itself;
- (f) Document in a traceable and verifiable manner the decisions that EERP adopts in relation to each conflict, so that they are auditable both by independent third parties and by the supervisory authorities.
Article 2. Applicable regulatory framework
2.1. The Policy is governed by the following regulatory framework, cited without prejudice to any other applicable provision:
- (a) The Articles of Association of EERP, in particular Articles 27 and 28 thereof;
- (b) The EERP Code of Conduct, in particular its Title V (Articles 27 to 31), and the other Titles that may be applicable (especially Titles III, VI, VII, VIII and IX);
- (c) The EU Code for issuer-sponsored research, in particular its Clause 1 (conflicts of interest policy), Clause 2 (objectivity and independence), Clause 3 (mandatory information), Clause 7 (information to investment firms) and Clause 8 (records);
- (d) MAR and Delegated Regulation 2016/958, in particular Articles 5 and 6 thereof on the disclosure of conflicts in investment recommendations;
- (e) MiFID II and Spanish implementing regulations, to the extent applicable to EERP by reflection, notwithstanding that EERP is not an Investment Services Firm;
- (f) The LMV and other applicable Spanish regulations.
2.2. In the event of conflict between rules, the rule of higher rank shall prevail and, failing that, the more demanding rule from the standpoint of investor protection and market integrity.
Article 3. Specific definitions
3.1. For the purposes of this Policy, the definitions of Article 3 of the Code apply. In addition, the Policy incorporates the following specific definitions:
- (a) «Conflict of Interest»: any situation in which the interests of EERP, of a Subject Person, of a Connected Person, or of a third party related to the activity of EERP, may, actually or potentially, adversely affect the objectivity, independence or integrity of the analysis produced by EERP, or could reasonably be perceived as such by an informed observer.
- (b) «Potential Conflict»: a situation in which there exist circumstances that may give rise to a conflict but which has not yet materialised in a specific decision affecting the research.
- (c) «Actual Conflict» or «Materialised Conflict»: a situation in which the potential conflict has resulted in circumstances that effectively affect or may affect a specific analytical decision concerning a covered issuer.
- (d) «Crossover»: a situation in which a parallel activity of a Partner or Subject Person, a Connected Person, or an existing contractual relationship, intersects with an issuer covered or potentially covered by EERP.
- (e) «Disclosure»: the act of public or restricted disclosure of an identified conflict, on the terms required by the applicable regulations or by this Policy.
- (f) «Conflicts Register»: the electronic register maintained by the Compliance Officer in accordance with Clause 1(2) of the EU Code and Article 36 of this Policy.
- (g) «Conflicts Catalogue»: the closed and categorised enumeration of types of potential and actual conflicts identified by EERP, in accordance with Title III of this Policy.
- (h) «Informed Observer»: a professional person with reasonable knowledge of the securities markets and of equity research activity, whose judgement on the appearance of objectivity of EERP is used as a benchmark criterion to assess whether a situation constitutes a relevant conflict of interest.
Article 4. Scope of application (persons)
4.1. The Policy binds all Subject Persons in accordance with Article 4 of the Code, without exception.
4.2. The obligations of declaration, prevention, management and disclosure imposed by the Policy extend, to the extent applicable to them and in accordance with Article 4.3 of the Code, to the Connected Persons of the Subject Persons, on the terms of Article 17 of this Policy.
4.3. Where a Subject Person is a legal entity (in particular the domestic and foreign holding companies through which certain Partners hold an interest in the capital of EERP), the obligations of the Policy are governed by the specific regime of Article 4.2 of the Code, falling in civil-patrimonial terms upon the legal entity and, in their specific role, upon the natural persons who act on its behalf to the extent that directly applicable European regulations impose it personally.
Article 5. Scope of application (subject matter)
5.1. The Policy applies to all activity of EERP that may give rise to conflicts of interest, and in particular to:
- (a) The production, editing, review and publication of research in any form;
- (b) The negotiation, formalisation and execution of contracts with issuers;
- (c) Relations with distributing investment firms;
- (d) Alliances with Allied Exchanges and other market infrastructures;
- (e) The commercial activities of the Partners and of the commercial function in general;
- (f) The parallel activities of the Partners and of the natural persons who control the partner holding companies;
- (g) The personal transactions of the Subject Persons and of their Connected Persons;
- (h) Any other activity of EERP that may give rise to relevant conflicts.
Article 6. Binding character and publicity
6.1. The Policy is binding on all Subject Persons from its entry into force.
6.2. The Policy is published on the corporate website of EERP in a version accessible to the public, in accordance with Article 28 of the Articles of Association and Clause 1 of the EU Code. The published version is kept up to date at all times.
6.3. Express reference to the Policy is included:
- (a) In the concise summary of each piece of issuer-sponsored research, in accordance with Article 30 of this Policy and Clause 3 of the EU Code;
- (b) In the framework contract with each issuer client;
- (c) In the contracts with distributing investment firms;
- (d) In the white-label agreements with Allied Exchanges;
- (e) In the contracts with External Analysts.
6.4. Material amendments to the Policy are published simultaneously with their approval, indicating the date of entry into force, in accordance with Title IX.
TITLE II. PRINCIPLES FOR THE MANAGEMENT OF CONFLICTS OF INTEREST
Article 7. Specific governing principles
The management of conflicts of interest at EERP is governed by the following specific principles, which complement the general principles of Title II of the Code:
7.1. Principle of substantive editorial independence. EERP guarantees that no analytical decision (recommendation, target price, content of the analysis, timing of publication) is affected by commercial considerations, by the interests of the paying issuer, by the interests of the Partners, by the interests of the Allied Exchanges, or by the interests of the distributing investment firms. Independence is measured not only formally but substantively: each decision must be defensible before an Informed Observer.
7.2. Principle of primacy of the interest of the addressee investor. Where the interests of the various parties connected to the activity of EERP come into tension, the interest of the investor to whom the research is addressed in receiving an objective, complete and comprehensible analysis that enables him to form his own judgement shall prevail.
7.3. Principle of active transparency. EERP discloses the circumstances required by the applicable regulations and may disclose, where it considers it appropriate, others that are relevant for assessing the objectivity of the analysis.
7.4. Principle of proportionality. The prevention and management measures adopted are proportionate to the nature, severity and likelihood of the conflict. Minor conflicts may be managed by disclosure; material conflicts may require the exclusion of the affected Partner, rotation of the Analyst or waiver of coverage.
7.5. Precautionary principle. Where there is doubt as to whether a situation constitutes a relevant conflict, EERP assumes that it does and applies the corresponding measures. The burden of proving that there is no conflict falls on the person maintaining that position, not on the person raising the doubt.
7.6. Principle of complete documentation. All decisions concerning the identification, classification, prevention, management and disclosure of conflicts are documented in the Conflicts Register, with express reasoning, date, responsible person and traceability. Documentation is the guarantee of auditability by third parties.
7.7. Principle of continuous and non-episodic management. Conflicts are not managed «once and for all». The Compliance Officer reviews the catalogue and the Register on a continuous basis, and the Internal Review Committee meets with whatever frequency is necessary to maintain active vigilance.
7.8. Principle of extension to Connected Persons. The conflicts regime is not limited to Subject Persons in the strict sense: it reaches their Connected Persons on the terms of Article 17 and in accordance with the broad definition of Article 3(n) of the Code. Circumvention through Connected Persons itself constitutes a breach.
Article 8. Hierarchy of solutions for conflicts
8.1. Where a potential or actual conflict of interest is identified, EERP applies the following hierarchy of solutions, in order of preference:
- (a) Prevention: organisational, procedural or structural measures that prevent the conflict from materialising (for example, not assigning to an External Analyst coverage of an issuer with which he has a relevant prior relationship);
- (b) Management: measures that, without eliminating the conflict, neutralise or mitigate it until it becomes manageable (for example, reinforced double editorial review, exclusion of the affected Partner from specific decisions, rotation of the Analyst);
- (c) Disclosure: public disclosure of the conflict in each relevant piece, together with the management measures adopted, so that the reader can assess it;
- (d) Abstention or waiver: where none of the foregoing solutions is sufficient to guarantee the integrity of the analysis, EERP waives coverage, does not sign the contract with the issuer, or abstains from the specific activity that would give rise to the conflict.
8.2. Disclosure can never replace prevention or management. That is: if a conflict can be effectively prevented or managed, it is not sufficient to disclose it; it must be prevented or managed in addition to being disclosed.
8.3. The decision as to which level of the hierarchy applies rests with the Compliance Officer, with the support of the Internal Review Committee where appropriate and, in cases of recusal of the Compliance Officer, with the external Compliance Adviser in accordance with Article 9.4 of the Code.
TITLE III. IDENTIFICATION OF CONFLICTS OF INTEREST
EERP maintains a closed and categorised Conflicts Catalogue, organised into the following categories. The enumeration within each category is not exhaustive: it identifies the typical types but the Compliance Officer may incorporate others that are identified in operations.
Article 9. Firm-level conflicts
9.1. Firm-level conflicts are those arising from the overall position of EERP as an entity, its joint contractual relationships and its business model. They comprise:
- (a) Conflict inherent in the issuer-paid model: the issuer analysed pays for the research whose economic function consists in informing the investor objectively. This tension is structural and cannot be eliminated; it is managed by means of the set of measures in this Policy and in Title V of the Code.
- (b) Revenue concentration: where one or a few issuers represent a significant part of EERP's consolidated revenue, especially in the early financial years. It is managed in accordance with Article 31 (the 5% regime) and Article 34 (active transparency).
- (c) Coexistence of research activities and financial communication or consultancy: if EERP carries out complementary activities falling within CNAE code 70.20 that generate commercial incentives in respect of the same covered issuers, there is a conflict. It is managed by means of internal functional separation.
- (d) Alliances with royalty-generating Allied Exchanges: if EERP receives a royalty from the Allied Exchange for attracting issuers listed on it, there is an incentive to attract and retain issuers of that Exchange. It is managed in accordance with Article 16 and Title XI of the Code.
- (e) Distribution agreements with investment firms: if an investment firm distributes EERP's research on a large scale, it may generate reciprocal commercial dependence. It is managed by means of channel diversification and disclosure of material contractual relationships.
- (f) Ancillary contractual relationships with any covered issuer (complementary services, consultancy, communication). It is managed by means of detailed recording in the Conflicts Register and express disclosure in each piece of research.
Article 10. Conflicts at the level of Partners and natural persons who control the holding companies
10.1. Partner-level conflicts are those arising from the personal or corporate position of the Partners of EERP (or of the natural persons who control the partner holding companies in the cases where this applies) in relation to the activity of the firm. They comprise:
- (a) Parallel business and professional activities: positions on boards of directors or as advisers of listed or listable issuers; consultancy mandates with issuers; relevant shareholdings in issuers; relationships with investment firms, exchanges or other market infrastructures. They are managed in accordance with Title VIII of the Code (Articles 47 to 50) and Article 22 of this Policy.
- (b) Specific crossovers between a Partner's parallel activities and an issuer covered or potentially covered. They are managed in accordance with Article 28 of this Policy.
- (c) Personal transactions and transactions of Connected Persons in Covered Securities. They are managed in accordance with Title IX of the Code and Article 21 of this Policy.
- (d) Commercial influence over the editorial decision: any attempt by a Partner to influence a recommendation, target price or analytical content is a very serious breach in accordance with Title XIV of the Code.
- (e) Family relationships between Partners and other Subject Persons: where family ties exist (for example, between Partners and the Sole Administrator), the recusal regime of Article 9.4 of the Code and the specific management procedures of Article 29 of this Policy apply.
- (f) Specific regime for the Partner who is Head of Research: where a Partner simultaneously performs the function of Head of Research, he is excluded from the commercial function in accordance with Article 51 of the Code and the reinforced regime of Article 12 of this Policy applies to him.
Article 11. Conflicts at the level of the Sole Administrator
11.1. The Sole Administrator of EERP simultaneously performs the corporate function of administration, the function of internal Compliance Officer (in accordance with Article 9 of the Code) and, where applicable, the status of Partner of the firm. This concentration of functions requires specific attention to the following aspects:
- (a) Conflict between the commercial function and the compliance function: in cases of tension between the firm's commercial interests and compliance requirements, the principle of primacy of compliance applies. The Sole Administrator, in his capacity as Compliance Officer, must prioritise the obligations of the regulatory regime over commercial considerations.
- (b) Personal corporate conflict: in his capacity as Partner, the Sole Administrator may have his own interests affected by compliance decisions. The recusal regime likewise applies.
11.2. The recusal regime entails that the Sole Administrator, where he identifies a conflict in himself, refers the matter to the external Compliance Adviser, who assumes the function of ad hoc Compliance Officer for that matter, in accordance with Article 10 of the Code and Article 29 of this Policy. The recusal is expressly documented in the Conflicts Register, indicating: the nature of the conflict, the date of identification, the final decision adopted by the external Adviser and the reasoning.
Article 11 bis. Specific articulation regime where the Sole Administrator and the Compliance Officer coincide in the same natural person
11 bis.1. This Policy has been drafted with a view to permanence and under the general principle of functional separation between the Sole Administrator and the internal Compliance Officer. The obligations of reporting, escalation, review, communication or information that the Policy provides for between the one and the other presuppose, as a general rule, that both functions are held by different natural persons, which constitutes the governance architecture with the greatest guarantee of independent control and, therefore, the institutionally preferable option where the operational and governance circumstances of the Company so advise.
11 bis.2. Notwithstanding the foregoing, the Policy expressly recognises that, at the time of its initial approval and during the period in which the General Meeting of Partners has not resolved upon the separation, both functions are held by the same natural person, in accordance with Article 9 of the Code. In this case, the provisions of Article 9 bis of the Code apply on a preferential and substitutive basis with respect to the reciprocal obligations between the Sole Administrator and the Compliance Officer established in this Policy.
11 bis.3. In particular, in the scenario of concentration of functions referred to in the preceding paragraph:
- (a) The obligations of reporting, escalation, review and communication between the two functions are deemed fulfilled in accordance with the regime of Article 9 bis.3 of the Code, by means of reasoned written documentation of the corresponding decisions and reports, filed in the Conflicts Register or in the appropriate institutional archive; by means of full compliance with the regime of reporting to the General Meeting of Partners provided for in Article 16 of the Code and in Article 50 of this Policy; and by means of the substantive intervention of the external Compliance Adviser in accordance with Article 10 of the Code.
- (b) The function of independent validation and institutional counterweight which, in structures with separation, would correspond to the Sole Administrator with respect to the Compliance Officer is performed by the General Meeting of Partners and by the external Compliance Adviser, in accordance with Article 9 bis.4 of the Code, without prejudice to the specific functions of the Internal Review Committee and of the whistleblowing channel.
- (c) The decisions of the Compliance Officer that, in structures with separation, would be reviewable by the Sole Administrator are, in this scenario, reviewable by the external Compliance Adviser at the initiative of any affected Subject Person or on his own motion where appropriate, in accordance with Article 29 of this Policy and the general recusal regime.
11 bis.4. At the moment when the General Meeting of Partners or the competent body resolves upon the separation of the functions by appointing a professional Compliance Officer distinct from the Sole Administrator, the general provisions of this Policy on reciprocal obligations between the two functions shall apply fully and without need for any additional regulatory amendment. The separation is documented with reasoning and published simultaneously on the corporate website, indicating the effective date.
11 bis.5. The rule of this article is interpreted without prejudice to the full application of the recusal regime of Article 9.4 of the Code and of Article 29 of this Policy where, in any governance scenario, the Compliance Officer has a personal or family conflict in a matter submitted to his decision.
Article 12. Conflicts at the level of the Head of Research
12.1. The Head of Research, in his structural function in accordance with Title III of the Code, may give rise to specific conflicts:
- (a) Conflict by reason of his simultaneous status as Partner: where applicable. It is managed by means of total exclusion from the commercial function in accordance with Article 51 of the Code and the reinforced PA dealing regime of Article 53.3 of the Code.
- (b) Conflict by reason of prior professional relationships with covered issuers or sectors: the Head of Research declares these relationships to the Compliance Officer at the time of his appointment and on a continuous basis. They are managed by means of exclusion of his intervention in pieces relating to the affected issuers, or by means of express disclosure where exclusion is not possible.
- (c) Conflict by reason of his exceptional intervention as authoring Analyst in accordance with Article 13 of the Code: where the Head of Research signs a piece as author, he assumes the obligations of the Analyst under MAR and Delegated Regulation 2016/958, and the reinforced double-validation regime of Article 18.5 of the Code applies to him.
- (d) Conflict by reason of systematic access to the timing and content of every piece of research in preparation: it is managed by means of the permanent Restricted List regime of Article 53.3 of the Code.
- (e) Conflict in the allocation of coverage to External Analysts: the Head of Research allocates coverage and may have sectoral or personal preferences or preferences based on professional affinity with certain Analysts. It is managed by means of documented objective allocation criteria and review by the Compliance Officer.
Article 13. Conflicts at the level of External Analysts
13.1. The External Analysts engaged may give rise to specific conflicts arising from their nature as commercial professionals who maintain parallel activities. They comprise:
- (a) Prior or current professional or corporate relationships with the issuer or with covered sectors: declared in the External Analyst's initial declaration and continuously updated.
- (b) Personal holdings, or holdings of Connected Persons, in securities of the covered issuer: declared in the initial declaration and managed in accordance with the PA dealing regime of Title IX of the Code.
- (c) Personal relationships with relevant persons of the issuer: where the External Analyst has a close personal relationship with members of the board of directors, senior management or significant shareholders of the covered issuer. It is managed by means of exclusion or disclosure according to severity.
- (d) Simultaneous coverage of competitors of the issuer: acceptable as a general rule, managed by means of temporal separation and reinforced objectivity procedures.
- (e) Provision of analogous services to other research firms: acceptable in accordance with the partial exclusivity regime of Article 42.1(d) of the Code, managed by means of a prohibition on coverage of the same issuer for other firms during the engagement with EERP and the three months thereafter.
- (f) Weight of the revenue from the issuer (or from EERP's coverage of the issuer) in the consolidated gross revenue of the External Analyst: where it exceeds 5%, express disclosure is applied in each piece in accordance with Article 31 of this Policy and Clause 3(2)(f) of the EU Code.
- (g) Other professional mandates that may affect objectivity: declared and managed on a case-by-case basis by the Compliance Officer.
Article 14. Conflicts at the level of the issuer client
14.1. Issuer clients may give rise to specific conflicts arising from their business position. They comprise:
- (a) Membership of a corporate group together with other clients of EERP: it is managed by means of express disclosure of group membership and specific review of analytical objectivity.
- (b) Corporate transactions in progress (mergers, acquisitions, takeover bids, public offerings, capital increases, delisting): they are managed by means of intensification of the wall-crossing procedures of Title VI of the Code and, where appropriate, temporary suspension of coverage.
- (c) Contractual relationships of the issuer with Partners of EERP or with natural persons who control the partner holding companies: where identified, they trigger the crossover management procedure of Article 28 of this Policy.
- (d) Position of the issuer in markets with a presence of Allied Exchanges: it is managed in accordance with Article 16 and Title XI of the Code.
- (e) Material changes in the position of the issuer during the term of the contract (change of control, financial restructuring, regulatory problems): they are managed by means of re-assessment of the conflict and, where applicable, modification of the measures adopted.
Article 15. Conflicts at the level of distributing investment firms
15.1. The investment firms that distribute EERP's research to their clients may give rise to specific conflicts:
- (a) Own position of the investment firm vis-à-vis the covered issuer (investment banking, market making, proprietary position, etc.): EERP does not control the positions of the distributing investment firms but identifies them where they are public and discloses them where they are material.
- (b) Concentration of the distribution channel: if EERP is substantially dependent on a single distributing investment firm, it may generate an incentive to nurture that relationship. It is managed by means of active diversification of channels.
- (c) Material contractual relationships with the investment firm: if EERP enters into distribution agreements with a royalty or significant consideration, they are documented and, where they affect specific issuers, disclosed.
Article 16. Conflicts at the level of Allied Exchanges
16.1. The Allied Exchanges (stock exchanges, organised markets or other market infrastructures with which EERP has entered into a white-label licence agreement or strategic alliance) give rise to specific structural conflicts, in accordance with Title XI of the Code:
- (a) Royalty or economic consideration linked to issuers listed on the Allied Exchange: it generates an incentive to attract and retain issuers of that Exchange. It is managed by means of:
- — express disclosure in each piece of research on issuers listed on an Allied Exchange, indicating the existence of the alliance agreement, the nature of the consideration and the circumstance of listing on the Allied Exchange;
- — express preservation of analytical independence against pressure from the Allied Exchange;
- — specific review by the Internal Review Committee of the coverage of issuers on Allied Exchanges;
- — reservation of EERP's right to issue SELL recommendations on issuers listed on an Allied Exchange without this being capable of constituting grounds for termination of the alliance agreement.
- (b) Comparison between issuers of different Exchanges: where a piece of research compares issuers listed on the Allied Exchange with issuers listed on other markets, methodological objectivity is maintained irrespective of the Exchange.
- (c) Distribution under a white-label brand: where the research is distributed under the brand of the Allied Exchange, EERP is clearly identified as the producer in accordance with Article 65 of the Code.
Article 17. Conflicts arising from Connected Persons
17.1. The Connected Persons of the Subject Persons, in accordance with the broad definition of Article 3(n) of the Code, may give rise to specific conflicts by extension, especially where they:
- (a) Hold financial instruments issued by issuers covered by EERP;
- (b) Have professional or contractual relationships with covered issuers;
- (c) Hold positions on the administrative or advisory bodies of covered issuers;
- (d) Are legal entities, trusts, civil partnerships or asset-holding vehicles whose management rests with the Subject Person or his close relatives, or that are controlled directly or indirectly by them.
17.2. Each Subject Person is responsible for ensuring that his Connected Persons do not act in contravention of the regime of this Policy, in accordance with Article 4.3 of the Code. This responsibility includes:
- (a) Informing the Connected Persons of the existence and scope of the applicable regime;
- (b) Securing their understanding and cooperation, especially that of the spouse or equivalent de facto partner and of dependent children;
- (c) Identifying the family companies, trusts and asset-holding vehicles that fall within the definition and declaring them to the Compliance Officer;
- (d) Notifying the Compliance Officer of any action by a Connected Person that may affect the regime.
17.3. The definition of Connected Person in Article 3(n) of the Code is interpreted with an expansive intent, in line with the purpose of the regime of avoiding circumvention through persons or entities close to the Subject Persons. Where there are reasonable indications that a natural or legal person may have the status of Connected Person in respect of a Subject Person, the Compliance Officer applies the corresponding regime on a precautionary basis and opens a file to clarify the classification, in which the parties involved may submit the evidence and information they consider relevant. In cases of reasonable doubt that cannot be resolved with the available information, the Compliance Officer provisionally resolves in favour of classification as a Connected Person and applies the corresponding measures, without prejudice to the right to review the classification if supervening evidence is submitted that justifies the modification. The provisional resolution is documented with reasoning in the Conflicts Register.
TITLE IV. PREVENTION OF CONFLICTS OF INTEREST
Article 18. Organisational measures
18.1. EERP maintains the following structural organisational measures to prevent conflicts of interest:
- (a) Effective functional separation between the commercial function (assumed by the Partners and, where applicable, by dedicated commercial staff, save for the Partner who is Head of Research, who is excluded in accordance with Article 51 of the Code) and the editorial function (assumed by the Head of Research, the External Analysts and the Compliance Officer);
- (b) Independent editorial function: the Head of Research has the guarantees of editorial independence of Article 14 of the Code and of the specific contractual regime of the individual contract of the Head of Research;
- (c) Independent compliance function: the Compliance Officer (Sole Administrator) exercises his function independently of the commercial function, with the recusal regime of Article 9.4 of the Code where a conflict arises;
- (d) External Compliance Adviser appointed in accordance with Article 10 of the Code, who acts as an institutional counterweight and assumes specific functions in cases of recusal or reinforced validations;
- (e) Internal Review Committee in accordance with Article 15 of the Code, which meets with whatever frequency is determined to review relevant conflicts and validate material decisions.
Article 19. Information barriers
19.1. EERP maintains effective information barriers in accordance with Title VI of the Code:
- (a) Watchlist: confidential internal list of issuers on which EERP has commenced preliminary analysis, is in contract negotiation, or in respect of which there is relevant non-public information. Managed by the Compliance Officer and accessible exclusively to him, to the Head of Research and, to the extent necessary, to the Sole Administrator;
- (b) Restricted List: internal list of issuers whose instruments are Covered Securities. It activates the prohibitions on personal dealing of Title IX of the Code and the disclosure obligations;
- (c) Information embargo: persons with access to inside information are subject to the embargo regime of Article 40 of the Code during the period in which the information is inside information;
- (d) Restrictions on communication between the commercial function and the editorial function: the commercial function receives only information on the scheduling of publications for coordination purposes, without access to analytical content, recommendations or target prices prior to publication.
Article 20. Declaration regime of the Subject Persons
20.1. Each Subject Person submits to the Compliance Officer the following declarations:
- (a) Complete initial declaration, at the time of joining as a Subject Person or of the entry into force of the Policy for pre-existing Subject Persons, containing:
- — a complete map of parallel business and professional activities in progress, in accordance with Article 48 of the Code and Article 22 of this Policy;
- — contractual relationships with listed or listable issuers, whether direct or through controlled entities;
- — positions on the administrative or advisory bodies of listed or listable issuers;
- — relevant shareholdings in listed or listable issuers;
- — consultancy, advisory or professional representation mandates with listed or listable issuers;
- — relationships with stock exchanges, organised markets, investment services firms or other market infrastructures;
- — personal portfolio of financial instruments and, to the extent known, that of Connected Persons;
- — personal relationships with relevant persons of issuers potentially covered by EERP;
- — any other circumstance relevant for the purposes of conflict identification.
- (b) Annual update declaration, on an annual basis, reflecting material changes with respect to the initial declaration or the most recent annual declaration.
- (c) Ad hoc declarations upon any material change between annual declarations (new parallel activity, new position, new mandate, new relevant shareholding, new crossover with a covered issuer, material change to the personal portfolio, etc.). They are submitted without undue delay from the change.
20.2. The declarations are submitted on the forms approved by the Compliance Officer. They are kept in the Conflicts Register by the Compliance Officer throughout the term of the Subject Person's connection with EERP and for a subsequent period of 5 years.
20.3. The declarations are truthful, complete and timely. Wilful omission or material inaccuracy constitutes a very serious breach in accordance with Title XIV of the Code.
Article 21. Personal account dealing regime
21.1. The Subject Persons and their Connected Persons are subject to the regime of Title IX of the Code, which prohibits personal transactions in Covered Securities on terms that contravene that Title.
21.2. The Compliance Officer keeps the Restricted List up to date and communicates it in a timely manner to the Subject Persons so that they know at all times which Securities are affected.
21.3. Requests for prior authorisation for transactions permitted subject to authorisation (Article 55 of the Code) are channelled on the form approved by the Compliance Officer and are decided by the Compliance Officer within a reasonable period.
21.4. The specifically reinforced regime of the Head of Research (Article 53.3 of the Code) entails that all Covered Securities are subject to the Restricted List regime for him and his Connected Persons at all times.
Article 22. Regime of parallel activities of the Partners
22.1. The Partners (and, where applicable, the natural persons who control the partner holding companies) comply with the regime of Title VIII of the Code (Articles 47 to 50). The Compliance Officer maintains an up-to-date map of parallel activities, accessible to the external Compliance Adviser and, to the extent necessary, to the Head of Research and to the management body.
22.2. Where a parallel activity gives rise or may give rise to a crossover with an issuer covered or potentially covered by EERP, the management procedure of Article 28 of this Policy applies.
22.3. The Partner who is Head of Research is additionally subject to the regime of total exclusion from the commercial function of Article 51 of the Code.
Article 23. Validation of External Analysts before the allocation of coverage
23.1. Before assigning to an External Analyst the coverage of a specific issuer, the Head of Research, with verification by the Compliance Officer, checks:
- (a) That the initial declaration and, where applicable, the ad hoc declaration of the External Analyst is up to date;
- (b) That the External Analyst submits a specific declaration on potential conflicts with the specific issuer to be covered, within a reasonable period before the allocation;
- (c) That there are no unmanageable conflicts between the External Analyst and the issuer;
- (d) That the allocation is consistent with the partial exclusivity regime of Article 42.1(d) of the Code (that is, the External Analyst does not cover the same issuer for another firm).
23.2. If manageable conflicts are identified, they are documented in the Conflicts Register and the corresponding management measures are applied (reinforced disclosure, double editorial review, etc.).
23.3. If unmanageable conflicts are identified, coverage is not assigned to that External Analyst and an alternative is sought.
Article 24. Verification of issuers before signing the contract
24.1. Before signing an issuer-sponsored research contract with an issuer, EERP carries out, under the coordination of the Compliance Officer, the following verifications:
- (a) Identification of the issuer and its corporate group: shareholding structure, group companies, other contractual relationships of the issuer that may be relevant.
- (b) Verification of crossovers with the parallel activities of the Partners and with pre-existing contractual relationships of EERP. The map of Article 22 is consulted.
- (c) Verification of the absence of unmanageable crossovers. If any are identified, the measures of Article 28 are applied before proceeding to signature.
- (d) Verification of the suitability of the issuer: that it meets reasonable conditions of financial and corporate transparency that allow for objective analysis. EERP may refuse to sign a contract with issuers whose opacity or other circumstances do not allow for complete analysis.
- (e) Documentation of the verification in the Conflicts Register before signature.
24.2. Signing the contract without having completed the verification constitutes a breach of the internal regime on the part of the commercial officer responsible.
TITLE V. MANAGEMENT OF CONFLICTS THAT MATERIALISE
Article 25. Notification to the Compliance Officer
25.1. Any Subject Person who identifies a potential or actual conflict of interest, whether their own or another's, notifies it to the Compliance Officer without undue delay from the moment of its identification.
25.2. The notification is made in writing (including by email) and indicates:
- (a) The identity of the notifier;
- (b) The identity of the Subject Person or entity affected by the conflict;
- (c) A description of the facts that constitute the potential or actual conflict;
- (d) The covered or potentially covered issuer or issuers affected;
- (e) Available information on the material relevance of the conflict;
- (f) Any available supporting documentation.
25.3. If the notifier prefers to use the internal whistleblowing channel for reasons of confidentiality or fear of reprisals, he may do so in accordance with Article 76 of the Code. In that case the guarantees of Law 2/2023 apply in accordance with the voluntary assumption that EERP has made.
25.4. If the conflict affects the Compliance Officer himself, the recusal regime of Article 9.4 of the Code and Article 29 of this Policy applies. The notification is channelled directly to the external Adviser.
Article 26. Analysis of the conflict by the Compliance Officer
26.1. Upon receipt of a notification of conflict, the Compliance Officer opens an analysis file without undue delay from receipt.
26.2. The analysis file comprises:
- (a) Verification of the facts notified;
- (b) Classification of the conflict as potential or actual, minor, moderate or severe;
- (c) Identification of the rules of the Code, of this Policy and of the applicable regulations that are affected;
- (d) Consultation with the external Compliance Adviser where the complexity or severity so warrants;
- (e) A proposal of prevention, management or disclosure measures in accordance with the hierarchy of Article 8;
- (f) Complete documentation of the analysis in the Conflicts Register.
26.3. For material conflicts or those of significant complexity, the Compliance Officer refers the file to the Internal Review Committee for decision. For minor conflicts, the Compliance Officer may decide directly and refer the matter to the Committee solely for its information and incorporation into the quarterly reporting.
Article 27. Decision of the Internal Review Committee: catalogue of measures
27.1. The Internal Review Committee, when considering the file of a material conflict, may adopt any of the following measures, individually or in combination, according to the nature and severity of the conflict:
A. Reinforced prevention measures
- (a) Preventive exclusion of the affected Subject Person from the editorial process relating to the specific issuer;
- (b) Reallocation of coverage to another External Analyst without a conflict;
- (c) Deferral of the allocation of coverage until the conflict situation is resolved;
- (d) Waiver of the commencement of coverage of the issuer.
B. Management measures
- (e) Reinforced double editorial review by the Head of Research and by the Compliance Officer;
- (f) Additional validation by the external Compliance Adviser;
- (g) Periodic rotation of the assigned External Analyst;
- (h) Additional specific review by the Internal Committee with reinforced frequency (monthly or bimonthly instead of quarterly);
- (i) Specific limitation or restriction of the scope of the research on the issuer (for example, abstention from commenting on corporate transactions in progress).
C. Reinforced disclosure measures
- (j) Additional express disclosure in each piece concerning the affected issuer;
- (k) Inclusion of the conflict in the concise summary of the piece, in accordance with Article 30 of this Policy;
- (l) Specific communication to the distributing investment firms in accordance with Clause 7 of the EU Code.
D. Extreme measures
- (m) Waiver of coverage of the issuer during the period in which the conflict subsists;
- (n) Termination of the contract with the issuer where the conflict is unmanageable and is expected to be of indefinite duration;
- (o) Termination of the contract with the External Analyst where the conflict arises from a contractual breach by the Analyst himself;
- (p) Waiver of a white-label agreement with an Allied Exchange where the conflict is structurally unmanageable.
27.2. The decision of the Internal Committee is documented with reasoning in the Conflicts Register and, where appropriate, is notified to the affected issuer in accordance with Article 42 of this Policy.
27.3. The decision of the Internal Committee is reviewable by the Sole Administrator or, where applicable, by the General Meeting of Partners where the decision affects matters within its competence under the Articles of Association. The review does not suspend the effectiveness of the measure adopted unless there is an express decision to the contrary.
Article 28. Specific management regime where a Partner's parallel activity crosses over with a covered issuer
28.1. Where a crossover is identified in accordance with Article 50 of the Code, the following procedure applies:
- (a) Immediate declaration by the Partner (or by the natural person who controls the partner holding company) to the Compliance Officer of the crossover identified;
- (b) Analysis of the crossover by the Compliance Officer within a reasonable period, with the support of the external Adviser where necessary, to determine the nature of the conflict and its severity;
- (c) Decision of the Internal Review Committee on the measures to be applied in accordance with the catalogue of Article 27. In cases of material crossovers, the Committee considers in particular the possibility of:
- — exclusion of the affected Partner from the decision on the allocation of coverage, on editorial review or on any other matter connected to the issuer;
- — express disclosure of the crossover in each piece of research on the issuer;
- — waiver by the Partner of the conflicting parallel activity, where this is required under the Shareholders' Agreement;
- — waiver by EERP of coverage of the issuer where the conflict is unmanageable and cannot be resolved by the foregoing measures;
- (d) Complete documentation of the crossover and of the measures in the Conflicts Register.
28.2. The obligation to declare crossovers is continuous: it is not exhausted by the initial or annual declaration of Article 20 nor by the declaration of Article 48 of the Code. Any crossover that arises during operations must be declared without undue delay from its identification.
28.3. Failure to comply with the obligation to declare crossovers constitutes a very serious breach in accordance with Title XIV of the Code and may trigger the consequences provided for in the Shareholders' Agreement.
Article 29. Specific regime where the Compliance Officer has a conflict: recusal and referral
29.1. Where the Compliance Officer identifies a direct or indirect conflict of interest in a matter submitted to his decision —arising from his status as Partner, from his family connection to other Partners, or from any other personal circumstance—, he recuses himself on his own motion from his compliance function and refers the matter to the external Compliance Adviser, who assumes the function of ad hoc Compliance Officer for that matter.
29.2. The recusal is documented in the Conflicts Register before the decision is adopted, indicating:
- (a) The nature of the conflict that gives rise to the recusal;
- (b) The date of identification;
- (c) The communication to the external Adviser;
- (d) The final decision adopted by the external Adviser and the reasoning;
- (e) The notification to the affected Subject Persons.
29.3. The Subject Persons affected by a decision of the Compliance Officer may, on reasoned grounds, request the recusal of the Compliance Officer where they consider that a conflict exists. The request is channelled to the Compliance Officer himself and, if he rejects the recusal, to the external Adviser, who decides. The decision of the external Adviser on the recusal is binding.
29.4. The external Adviser, when he assumes the functions of ad hoc Compliance Officer, has the same powers as those of Article 9.2 of the Code in respect of the specific matter, and applies the criteria of this Policy and of the Code.
29.5. Regime applicable where the Compliance Officer and the Sole Administrator coincide in the same natural person. Where the situation of Article 11 bis arises and the natural person who performs both functions identifies a conflict of interest in relation to a matter that simultaneously affects his role as Compliance Officer and his role as Sole Administrator, the following two provisions apply in a coordinated manner:
- (a) In his function as Compliance Officer, he recuses himself in accordance with the preceding paragraphs of this article. The external Compliance Adviser assumes the function of ad hoc Compliance Officer for the matter, in accordance with Article 10 of the Code and Article 11 bis of this Policy.
- (b) In his function as Sole Administrator, he is governed by the regime of Articles 228 and 229 of the Capital Companies Act, with a duty to inform the General Meeting of Partners and a duty to abstain from the corresponding corporate decision. Where the corporate decision is inseparable from the matter that gives rise to the compliance recusal, the General Meeting of Partners assumes the corporate decision, with the prior opinion of the external Compliance Adviser in his role as ad hoc Compliance Officer.
29.6. In the case of the preceding paragraph, the affected natural person continues to exercise all the corporate functions of Sole Administrator in matters not affected by the conflict, without the specific recusal entailing a general vacancy of the office. The General Meeting of Partners assumes only the corporate decisions specifically affected by the conflict.
29.7. The decisions adopted in accordance with paragraph 29.5(b) are documented in the minutes of the General Meeting and, simultaneously, are transferred to the Conflicts Register in order to guarantee the cross-traceability of the two channels of articulation.
TITLE VI. DISCLOSURE OF CONFLICTS OF INTEREST
Article 30. Mandatory disclosures in each piece of research
30.1. Every piece of research published by EERP that constitutes an investment recommendation, in accordance with Article 21 of the Code, includes the following mandatory disclosures on conflicts of interest:
- (a) Identification of the producer:
- — the corporate name of EERP, registered office and contact details;
- — the competent supervisory authority (CNMV, notwithstanding that EERP is not an investment services firm);
- — express reference to compliance with Delegated Regulation 2016/958.
- (b) Identification of the authoring Analyst:
- — the name of the authoring Analyst (External Analyst or, exceptionally, Head of Research);
- — function;
- — a description of the professional qualification;
- — the personal interests of the Analyst in the covered issuer, where they exist (holdings of financial instruments, relevant prior or current professional or corporate relationships);
- — in the case of the External Analyst, a declaration as to whether the revenue from the issuer or from EERP's coverage of the issuer represents more than 5% of his consolidated gross revenue of the previous year, in accordance with Clause 3(2)(f) of the EU Code.
- (c) Nature of the research:
- — type: issuer-sponsored research or non-sponsored research;
- — in issuer-sponsored research, the words «issuer-sponsored research» and a reference to preparation in accordance with the EU Code on the cover and on every page;
- — in issuer-sponsored research, an indication of whether the issuer's payment is total or partial;
- — in fully paid issuer-sponsored research, an indication of free public access in accordance with Clause 5 of the EU Code.
- (d) Contractual and economic relationships:
- — the contractual relationship of EERP with the issuer over the last 12 months (including liquidity agreements, financial communication contracts, consultancy or any other);
- — the percentage of EERP's consolidated gross revenue of the previous year that the issuer represents, where it exceeds 5%, with identification of the management measures adopted;
- — the existence of an alliance with an Allied Exchange where the issuer is listed, where applicable, in accordance with Article 32 of this Policy;
- — any other material contractual or economic relationship between EERP and the issuer or related entities.
- (e) Relationships of the Partners and of the natural persons who control the partner holding companies:
- — positions on the administrative or advisory bodies of the issuer, where they exist;
- — a relevant shareholding in the issuer, where it exists;
- — consultancy or professional representation mandates with the issuer, where they exist;
- — any other relevant crossover identified in the map of parallel activities and managed in accordance with Article 28.
- (f) Nature of the recommendation:
- — a BUY/HOLD/SELL recommendation or equivalent in accordance with the Analytical Methodology Policy;
- — target price;
- — time horizon;
- — the date of the recommendation.
- (g) Changes of recommendation:
- — previous recommendation, new recommendation, the date of each.
- (h) Historical distribution of recommendations:
- — the aggregate percentage of BUY/HOLD/SELL in the last quarterly period;
- — the percentage broken down by contractual relationship with the issuer (that is, the specific distribution for issuer-sponsored research and for non-sponsored research).
- (i) Reference to the Policy:
- — an express mention of the availability of this Policy on the corporate website of EERP, with indication of the specific link;
- — a reference to the Code of Conduct in its version in force.
- (j) Specific disclosures by jurisdiction of distribution:
- — where appropriate in accordance with the International Distribution Policy, specific warnings on restrictions on distribution to US persons and other particularly sensitive jurisdictions.
30.2. The disclosures are included in the body of the piece in a visible and prominent manner. The most relevant disclosures (contractual relationship with the issuer, type of research, identification of the authoring Analyst) are included on the cover and in the executive summary. The remaining disclosures are included in a specific, clearly identified section at the end of the piece.
The final literal wording of the disclosures incorporated into each specific piece is set out in the separate Disclaimers document, approved by the Compliance Officer and periodically reviewed.
Article 31. The 5% threshold regime
31.1. In accordance with Article 3(2)(d) of the Delegated Regulation of the EU Code, where an issuer represents more than 5% of EERP's consolidated gross revenue of the previous year, the following specific regime applies:
- (a) Calculation of the threshold:
- — the consolidated gross revenue of the last closed financial year is computed, in accordance with EERP's annual accounts;
- — all revenue derived directly or indirectly from the issuer or from entities of its group is included in the computation, including issuer-sponsored research, complementary consultancy services, financial communication or any others;
- — the computation is carried out by the Compliance Officer at the close of the financial year and is updated upon material transactions that substantially alter the revenue from the issuer.
- (b) Borderline and special cases:
- — In EERP's first financial year of operation, in which there is no closed previous financial year, the additional active transparency regime of Article 34 of this Policy applies, the formal computation of the 5% not being required until the close of the first financial year.
- — As a general rule, the computation of the 5% threshold is carried out ex-post, on the revenue of the last closed financial year. During the current financial year, no systematic predictive re-assessment of the threshold is required.
- — Nevertheless, where during the current financial year circumstances arise that allow it reasonably to be foreseen that an issuer will materially exceed the threshold in the closed financial year (material exceedance being understood as the forecast that the issuer will exceed 10% of the consolidated gross revenue of the current financial year, not merely 5%), the Compliance Officer activates the regime of paragraph (c) in advance over the research of the affected issuer, without awaiting the close of the financial year. The early activation is documented with reasoning in the Conflicts Register.
- — Where an issuer belongs to the same corporate group as other issuer clients, the revenue is computed on an aggregate basis to verify exceedance of the threshold.
- (c) Management measures:
- — express disclosure of the percentage in each piece of research on that issuer, with standard wording: «The issuer represents [X]% of EERP's consolidated gross revenue of the previous financial year. EERP applies the following additional management measures: [enumeration of the specific measures adopted in this case]»;
- — double editorial review by the Head of Research and by the Compliance Officer;
- — possible rotation of the assigned External Analyst, at the discretion of the Head of Research, at reasonable intervals;
- — specific review by the Internal Review Committee on an annual basis.
- (d) Documentation:
- — computation of the threshold documented in the Conflicts Register at the start of each financial year;
- — updates documented upon material changes;
- — specific disclosures filed with each piece of research published.
31.2. The 5% regime applicable to the External Analyst. Where the revenue of the External Analyst from an issuer (directly or through EERP's coverage of that issuer) represents more than 5% of the External Analyst's consolidated gross revenue of the previous year, equivalent disclosure is applied in accordance with Clause 3(2)(f) of the EU Code. The verification of the threshold is carried out by the Compliance Officer by means of a declaration of the External Analyst at the time of the allocation of coverage and is updated annually.
Article 32. Specific disclosures where the issuer is listed on an Allied Exchange
32.1. Where a piece of research relates to an issuer listed on an Allied Exchange of EERP, the piece includes additional express disclosure, in accordance with Article 64 of the Code:
- (a) The existence of the alliance agreement with the Allied Exchange;
- (b) The nature of the consideration agreed with the Allied Exchange (royalty, fixed fee, variable commission, etc.);
- (c) The circumstance of the issuer's listing on the Allied Exchange;
- (d) The express reservation of EERP's analytical independence with respect to the Allied Exchange;
- (e) The express reservation of EERP's right to issue unfavourable recommendations (HOLD or SELL) without this resulting in pressure on the part of the Allied Exchange.
32.2. The specific disclosure is included in the concise summary of the piece and in the full disclosures section.
Article 33. Disclosures relating to contractual relationships over the last 12 months
33.1. Each piece of research expressly declares the nature of the contractual relationships that EERP has maintained with the covered issuer during the last 12 months, including:
- (a) Issuer-sponsored research (with indication of the contract start date and current status);
- (b) Complementary financial communication or investor relations services;
- (c) Strategic or financial consultancy services under CNAE code 70.20;
- (d) Any other remunerated or non-remunerated services;
- (e) The absence of contractual relationships, where applicable (in non-sponsored research).
33.2. Contractual relationships that generate material revenue are identified qualitatively, without the need to disclose specific amounts subject to confidentiality, except where the 5% threshold of Article 31 is exceeded.
Article 34. Additional active transparency regime on portfolio composition
34.1. During the early financial years of EERP's operation, in which the portfolio may be concentrated in a small number of clients, EERP may publish on its website information on the qualitative composition of the portfolio of issuer clients, in accordance with Article 30.2 of the Code.
34.2. The information published includes, without disclosing individual identities subject to contractual confidentiality:
- (a) The total number of issuer clients under issuer-sponsored research;
- (b) Aggregate sectoral distribution;
- (c) Aggregate geographic distribution;
- (d) Distribution by capitalisation (small cap, mid cap, large cap, in aggregate);
- (e) Qualitative identification of issuers that exceed the 5% threshold in accordance with Article 31, with the mention in specific disclosures in each piece relating to those issuers;
- (f) Any other qualitative data that the Compliance Officer considers relevant for transparency.
34.3. The information is updated at least annually and, where appropriate, upon material changes in the composition of the portfolio.
34.4. The additional active transparency regime persists during the early financial years and may be modulated or reduced when the portfolio attains sufficient diversification, by decision of the Sole Administrator following analysis by the Compliance Officer.
Article 35. Information to distributing investment firms
35.1. In accordance with Clause 7 of the EU Code, EERP makes available to the distributing investment firms, upon their request, the following information:
- (a) A summary of the issuer-sponsored research agreement with each covered issuer, in terms that respect the agreed confidentiality;
- (b) This Conflicts of Interest Policy in its version in force;
- (c) The Code of Conduct in its version in force;
- (d) The management steps adopted in respect of specific conflicts relevant to the distributed piece;
- (e) Information on the applicable organisational, information barrier and personal account dealing measures;
- (f) The historical distribution of recommendations (BUY/HOLD/SELL), aggregated and broken down;
- (g) Any other relevant information reasonably required.
35.2. The information is provided diligently and, where it is of a confidential nature, under an appropriate confidentiality agreement.
35.3. EERP may, on its own initiative, commission from an independent external auditor an opinion on compliance with the EU Code, in accordance with Article 2(3)(a) of the Delegated Regulation of the EU Code, which is made available to the distributing investment firms in order to reduce the friction of verification.
TITLE VII. CONFLICTS OF INTEREST REGISTER
Article 36. Nature, format and medium of the Register
36.1. The Conflicts of Interest Register is the central operational document of this Policy. It is maintained in electronic format, managed by the Compliance Officer, in accordance with Clause 1(2) of the EU Code.
36.2. The technical medium of the Register allows for:
- (a) Restricted access in accordance with Article 38;
- (b) Search by Subject Person, by issuer, by type of conflict and by date;
- (c) Historical traceability of each entry (modifications, authorships, dates);
- (d) Complete and non-modifiable preservation of closed entries;
- (e) Export to accessible formats for presentation to supervisory authorities or to distributing investment firms.
Article 37. Content of the Register
37.1. The Register records, for each identified conflict, the following minimum information:
- (a) Identification: unique identifier, date of identification, identifying person, source of identification (initial declaration, annual declaration, ad hoc declaration, notification to the whistleblowing channel, direct detection by the Compliance Officer, etc.);
- (b) Categorisation: category of the Catalogue of Title III (firm, Partner, Administrator, Head of Research, External Analyst, issuer, investment firm, Allied Exchange, Connected Person);
- (c) Classification: potential or actual; minor, moderate or severe;
- (d) Persons or entities involved: detailed identification;
- (e) Facts: a description of the facts that constitute the conflict;
- (f) Analysis of the Compliance Officer: reasoning, applicable rules, assessment;
- (g) Decision adopted: prevention, management or disclosure measures, identification of the deciding body (Compliance Officer, Internal Committee, external Adviser, management body);
- (h) Disclosures made: where applicable, in which pieces, with what wording;
- (i) Notification to the issuer: where applicable, with date and content;
- (j) Current status: open, under management, closed;
- (k) Date of closure and reasoning, where applicable;
- (l) Supporting documentation: declarations, communications, opinions, minutes of the Internal Committee, etc.
37.2. The Register is updated by the Compliance Officer at each relevant milestone. Modifications are documented with date and authorship, without overwriting the historical information.
Article 38. Access to the Register
38.1. The Register is accessible:
- (a) To the Compliance Officer, at all times;
- (b) To the external Compliance Adviser, where relevant to his functions, especially in cases of recusal under Article 29;
- (c) To the Head of Research, in relation to conflicts affecting pieces of research in preparation or published;
- (d) To the Sole Administrator, in his corporate capacity, where appropriate;
- (e) To the members of the Internal Review Committee, in relation to files of which they take cognisance;
- (f) To the competent supervisory authorities, in accordance with the applicable regulations;
- (g) To the distributing investment firms, as regards the information that is appropriate in accordance with Article 35;
- (h) To the external auditors engaged, where appropriate;
- (i) To the Partners, on the terms established by the Articles of Association and the Shareholders' Agreement.
38.2. Access is documented indicating person, date and scope, and is kept as part of the traceability of the Register.
Article 39. Preservation and historical traceability
39.1. The Register is kept for at least 5 years from the date of closure of each entry, in accordance with Clause 8 of the EU Code and Title XIII of the Code.
39.2. Historical entries are consultable and traceable. Modified versions preserve the original information in full.
39.3. In the event of a change of Compliance Officer (by replacement of the Sole Administrator or for any other cause), the integrity of the Register is transferred to the successor, with verification of operational continuity.
TITLE VIII. INVESTIGATION OF BREACHES AND NOTIFICATION TO THE ISSUER
Article 40. Detection of possible breaches
40.1. A breach of this Policy or of the regime of Title V of the Code is deemed identified where there are circumstances that reasonably suggest that:
- (a) A Subject Person has failed to comply with obligations of the declaration, prevention, management or disclosure regime;
- (b) There has been undue influence by the issuer, by a Partner, by an investment firm, by an Allied Exchange or by a third party over an analytical decision;
- (c) A piece of research has been published without the mandatory disclosures or with incorrect or incomplete disclosures;
- (d) There has been personal dealing, or dealing by a Connected Person, in contravention of the regime of Title IX of the Code;
- (e) The Connected Persons regime has been circumvented by means of interposition or simulated structures;
- (f) Any other material breach of the Policy, the Code or the applicable regulations.
40.2. Detection may come from any of the sources of Article 75.1 of the Code (direct detection by the Compliance Officer, whistleblowing channel, communication from a Subject Person, external communication from an issuer, distributing investment firm, supervisory authority or third party).
Article 41. Internal investigation procedure
41.1. Once the possibility of a breach is identified, the Compliance Officer opens an investigation file without undue delay from becoming aware of it, in accordance with Article 31.1 of the Code.
41.2. The investigation comprises:
- (a) Gathering of facts and documentary evidence;
- (b) Hearing of the persons involved, with a reasonable period for submissions;
- (c) Taking of the relevant evidence;
- (d) Consultation with the external Compliance Adviser where the complexity or severity so warrants;
- (e) In cases of conflict of the Compliance Officer, recusal and referral to the external Adviser in accordance with Article 29;
- (f) A reasoned written resolution;
- (g) Complete documentation of the file in the Conflicts Register.
41.3. The investigation guarantees the principle of presumption of innocence and the rights of defence of the persons involved.
Article 42. Notification to the issuer without undue delay
42.1. Where the Compliance Officer identifies a breach that may affect a piece of research, whether published or in progress, relating to a specific issuer, he informs the affected issuer without undue delay, in accordance with Clause 1(3) of the EU Code.
42.2. The notification to the issuer:
- (a) Is made without undue delay from confirmation of the breach, unless exceptional and duly reasoned circumstances justify a different period. The exceptional circumstances justifying a longer period are documented in the Conflicts Register;
- (b) Identifies the breach, its nature and scope;
- (c) Identifies the corrective measures adopted or envisaged;
- (d) Indicates whether modification, correction, withdrawal or replacement of the affected piece of research is appropriate;
- (e) Where relevant, indicates whether it is appropriate to change the label from issuer-sponsored research to marketing communication, in accordance with Clause 6 of the EU Code;
- (f) Is documented in full in the Conflicts Register.
42.3. Where the breach affects multiple issuers or the published research generally, all affected issuers are notified.
Article 43. Corrective and disciplinary measures
43.1. Following confirmation of a breach, the Compliance Officer adopts or proposes, according to the severity:
- (a) Corrective measures on the affected piece or pieces of research: correction, updating, withdrawal of the issuer-sponsored research label and replacement by marketing communication where appropriate, total withdrawal of the piece in extreme cases;
- (b) Corrective measures on procedures: reinforcement of prevention measures, modification of protocols, additional training;
- (c) Disciplinary measures against the Subject Persons responsible for the breach, in accordance with Title XIV of the Code;
- (d) Notifications to the distributing investment firms and, where appropriate, to the CNMV.
Article 44. Articulation with the disciplinary regime of the Code
44.1. The internal disciplinary consequences of the breach are governed by Title XIV of the Code (Articles 73 to 76), applicable according to the seriousness of the breach (minor, serious, very serious).
44.2. The conflicts investigation file may be integrated with the disciplinary file where both concur, in all cases maintaining the procedural guarantees of Article 75 of the Code.
44.3. The effective application of sanctions depends on the specific provision in the individual contract, in the framework contract with External Analysts or in the Shareholders' Agreement, in accordance with Article 74.2 of the Code.
TITLE IX. GOVERNANCE OF THE POLICY ITSELF
Article 45. Initial approval and amendment
45.1. This Policy is approved by the Sole Administrator in accordance with Article 28 of the Articles of Association and enters into force on the date indicated in its approval.
45.2. Material amendments to the Policy are approved by the Sole Administrator, unless they affect matters reserved by the Articles of Association to the General Meeting of Partners.
45.3. Amendments are documented with date of approval, scope, reasoning and, where applicable, transitional provisions.
Article 46. Mandatory annual review
46.1. In accordance with Clause 1 of the EU Code, the Policy is reviewed on a mandatory annual basis. The review is carried out by the Compliance Officer with the support of the external Adviser and of the Internal Review Committee.
46.2. The annual review assesses:
- (a) The adequacy of the Conflicts Catalogue to the operational reality of the year elapsed;
- (b) The effectiveness of the prevention and management measures applied;
- (c) The adequacy of the disclosures made;
- (d) The status of the Conflicts Register;
- (e) The sufficiency of the resources allocated to compliance with the Policy;
- (f) The need for amendments arising from regulatory changes or from operational changes at EERP;
- (g) The recommendations of the external Adviser;
- (h) The recommendations of the distributing investment firms or of external auditors, where applicable.
46.3. The annual review culminates in a reasoned report by the Compliance Officer to the Sole Administrator and to the General Meeting of Partners, integrated into the annual reporting of Article 16 of the Code.
Article 47. Review upon material changes
47.1. In addition to the annual review, the Policy is reviewed whenever the following occur:
- (a) Material changes in the applicable regulations (amendments to MAR, to Delegated Regulation 2016/958, to the EU Code, to MiFID II, to the LMV or to any other relevant rule);
- (b) Material changes in the structure, activity or organisation of EERP (incorporation of new partners, geographic expansion, new distribution channels, new alliances with Allied Exchanges, etc.);
- (c) Identification of gaps or inadequacies in practical application;
- (d) Recommendations of the external Compliance Adviser, of the Internal Committee or of external auditors;
- (e) Communications, guidelines or requirements of the CNMV, of ESMA or of other supervisory authorities;
- (f) Relevant judicial decisions or administrative rulings affecting the matter.
47.2. Interim reviews between annual reviews are documented with the same diligence as the annual review.
Article 48. Publication on the website
48.1. The version of the Policy in force is published on the corporate website of EERP in a section accessible to the public, in accordance with Article 28 of the Articles of Association.
48.2. The website indicates:
- (a) The version in force and date of approval;
- (b) Previous versions, with their dates of effect, kept accessible for public traceability;
- (c) A summary of the principal amendments between versions, where appropriate;
- (d) The contact details of the Compliance Officer for queries on the Policy.
Article 49. Specific training on the Policy
49.1. Every Subject Person receives specific training on the Policy, integrated into the training of Article 77 of the Code:
- (a) Mandatory initial training at the time of joining, with specific content on conflict identification, declaration obligations, notification procedures and the disciplinary regime;
- (b) Ongoing annual training with updates arising from the annual review of the Policy.
49.2. The training is documented and kept in the personal file of the Subject Person.
Article 50. Annual reporting by the Compliance Officer
50.1. The Compliance Officer submits to the Sole Administrator and to the General Meeting of Partners, on an annual basis, a specific report on the Policy, integrated into the general reporting of Article 16 of the Code, which includes:
- (a) The status of compliance with the Policy during the financial year;
- (b) Conflicts identified during the financial year, grouped by categories of the Catalogue;
- (c) The prevention, management and disclosure measures adopted;
- (d) The status of the Conflicts Register: number of entries, distribution by categories, open entries, closed entries;
- (e) Breaches investigated and resolutions adopted;
- (f) Notifications to issuers made;
- (g) Communications with supervisory authorities or with distributing investment firms in matters of conflicts;
- (h) The results of the annual review of Article 46;
- (i) Proposals for amendment of the Policy;
- (j) The specific training plan for the following financial year.
FINAL PROVISIONS
First Final Provision. Interpretation
1. The interpretation of the Policy rests, in the first instance, with the Compliance Officer, with the support of the external Adviser where necessary.
2. Interpretative doubts are resolved in the light of the Code (Title V), of the governing principles of this Policy (Title II) and of the applicable regulations, in favour of the option most protective of the investor and of market integrity.
Second Final Provision. Conflicts between the Policy, the Code and the applicable regulations
1. In the event of conflict between the Policy and the Code, the Code prevails.
2. In the event of conflict between the Policy and a rule of higher rank, the rule prevails.
3. If a provision of the Policy proves incompatible with supervening regulations, that provision shall be deemed amended or repealed to the extent necessary, without this affecting the remainder of the Policy.
Third Final Provision. Language
1. The official version of the Policy is the Spanish version.
2. EERP may prepare translations into other languages, in which case the Spanish version shall prevail in the event of discrepancy.
Fourth Final Provision. Operational support materials
The declaration forms, the disclosure templates, the format of the Conflicts Register and any other operational support materials necessary for the application of this Policy are approved and updated by the Compliance Officer where he deems it appropriate. Their preparation does not constitute a condition of the validity or application of the Policy.
Fifth Final Provision. Transitional regime
1. This Policy applies directly from its entry into force, filling operational gaps by means of interpretation in accordance with its governing principles and with the Code.
2. The Compliance Officer approves the necessary operational support materials within a reasonable period, without their absence impeding the full application of the Policy.