ORDER EXECUTION POLICY OF THE INVESTMENT SERVICES UNIT

Transcription

1 On the basis f Article 163 f the Law n the Capital Market ("Official Gazette f RS", 31/2011) and Article 52 f the Rulebk n rules f cnduct fr investment firms when prviding investment services ("Official Gazette f RS", N. 89/2011 and 44/2012), and Article 15 f the Statute f Sciete Generale Banka Srbija AD, the Bard f Directrs f Sciete Generale Banka Srbija, Bulevard Zrana Djindjica 50a/b, Nvi Begrad n January 21 st, 2016 adpted the fllwing: ORDER EXECUTION POLICY OF THE INVESTMENT SERVICES UNIT 1. INTRODUCTION Sciete Generale Banka Srbija a.d. Belgrade, Investment Services Unit; Bulevard Zrana Đinđića 50 a/b, Begrad (hereafter referred t as the Authrized bank), as an rganizatinal unit f Sciete Generale Banka Srbija a.d. Belgrade (hereafter referred t as Credit Institutin) is required t establish and implement Order Executin Plicy s that its Clients are able t receive the best rder executin. 2. Basic terms The Client any natural r legal persn t whm the Authrized Bank prvides services in cnnectin with trading with financial instruments and ther investment services, and that was classified as small (retail) r prfessinal client. Authrized bank an rganizatinal unit f a credit institutin whse regular ccupatin r business is the prvisin f ne r mre investment services t third parties and/r the perfrmance f ne r mre investment activities n a prfessinal basis invlving ne r mre financial instruments; Credit institutin a legal entity that perfrming activities in accrdance with the law gverning banks. Order unilateral statement f the Client submitted t the Authrized bank that fr him, in his name and n his behalf, r in its wn name and n behalf f the Client perfrm a certain activity with a specific financial instrument, and which was accepted by the Authrized Bank. Authrized investment firm an entity that is based n the agreement cncluded with the Authrized bank, authrized t receives clients' rders in its premises in the name and fr the accunt f the Authrized bank. Anther persn / partner an entity t whm the Authrized Bank frwards the received trading rders t execute n dmestic r freign capital market, n which these financial instruments are traded, when the Authrized Bank is nt a member f that capital market, ie when this entity has direct r indirect access t this market. Durable medium paper r any instrument which enables retentin f infrmatin fr a perid f time stipulated by the relevant regulatins, in a digital frmat (CD, internet banking, under certain cnditins, etc.) in a way which enables access, data management and ensures their cmpleteness until the time prescribed by the relevant regulatins. Regulated Market (lcal r freign) is a unique infrmatin system fr trading with financial instruments managed by the market rganizer, which has the apprval f the cmpetent authrity fr the peratin, and which allws pairing f interests f third parties, cnclusin f cntracts n purchase and sale f financial instruments, in accrdance with pre-defined rules f business peratin. Multilateral trading platfrm (MTP) is a unique infrmatin system managed by an investment firm r anther rganizer, which allws pairing f supply and demand with financial instruments f mre interested parties. Pairing f supply and demand is taking place accrding t predefined rules and resulting in the cnclusin f agreements between the parties, in accrdance with the prvisins f the relevant legislatin. 1

2 Unregulated (OTC) market (lcal r freign) is every ther market n which are traded financial instruments, which may have n market peratr and n which trading system invlves negtiatin between buyers and sellers f financial instruments in rder t cnclude the transactin. 3. Scpe Order executin plicy applies t a receipt, transfer and executin f rders f the Authrized bank clients, n regulated and unregulated (OTC) equity markets r multilateral trading platfrm (MTP) where the Authrized Bank is a member, as well as n freign capital markets, n which the Authrized Bank is nt a member, in accrdance with the prvisins f the relevant legislatin. 4. Obligatins f the Authrized bank prir t the cnclusin f the cntract / prviding f investment services The Authrized bank is bliged, by its website, t prvide t its clients the infrmatin abut: the Authrized bank and its services; financial instruments with a general descriptin f the nature and risks, characteristic f the financial instruments; safeguarding f client financial instruments and funds; csts and charges, with a detailed specificatin f the current csts and charges related with the service, transactin r financial instrument that the client is bliged t pay thrugh an Authrized bank r independently, as well as all the pssible csts. The Authrized bank will use its website t infrm the Client f any significant change f infrmatin frm the previus paragraph, as well as f any significant change in Order Executin Plicy The Authrized bank is bliged, befre signing the cntract / rder executin, t: acquaint the Client with the Order Executin Plicy, with the publicatin n the website f the Authrized bank and allwing insight int the same in the headquarter f the Authrized bank; t Retail client, at his request, delivere the Order Executin Plicy in a durable medium - handing ver the printed cpy; Obtain the Retail client`s written cnsent n the Order Executin Plicy, where such cnsent may be an integral part f the cntract with the Client; warn the Retail client f the pssibility, envisaged in the Order Executin Plicy, that rders can be executed utside the regulated market r MTP; Warn the Client whse rder frwards t anther persn / partner fr executin n the dmestic r internatinal capital market, n which the Authrized Bank is nt a member, that the execututin f the rder will be in accrdance with the relevant regulatins f anther persn / partner and the capital market. The Authrized bank shall prvide their clients with the infrmatin f the categry in which they are classified thrugh durable media. 5. Place and manner f receiving rders The Authrized bank may receive rders: a) at the Headquarters, b) thrugh subsidiary / branch f the Credit Institutin, c) in the premises f an Cntracted investment firm, The Authrized bank may enter int agreement fr rder acceptance with authrized investment firm defined in pint c) f a previus paragraph, if such rder acceptance: a) des nt increase the fees and ther expenses in relatin t the Client's fees and csts which he wuld have incurred had nt the cntract been cncluded, b) d nt unnecessary increase peratinal risk f Authrized bank, c) des nt significant threaten the quality f internal cntrl, d) allws Securities Cmmissin mnitring. When the Authrized bank accept rders via a branch f the Credit Institutin, is bliged t pre-warn the Client f: a) the branch f the Credit Institutin des nt have permissin t execute the rder, 2

3 b) the perid in which the rder is t arrive in the Authrized bank, c) the rder is cnsidered received upn receipt f the rder f the Authrized bank. The Authrized bank is bliged t act in the best interest f the Client when placing trading rders which implies: a) the best pssible effect fr the Client taking int accunt the factrs relevant t the executin and the criteria by which t determine the significance f these factrs, b) respect the pririties f instructins f the Client in relatin t the plicy f the Authrized bank executin f rders under the best cnditins. The Authrized bank has freseen the fllwing ways t accept Client s rders: a) directly, in writing, b) phne, fax, r electrnic way if this is agreed with the Client. Directly placing the rder in the premises f the Authrized bank, in Belgrade, Bulevar Zrana Đinđića 50 a/b, every wrking day between the hurs f 9.00h and 17.00h and directly submitting the rder t the Brker f the Authrized bank. Telephne rders are place exclusively by telephne, by calling the numbers: (+381) (0) (+381) (0) Telephne rders as all telephne cmmunicatins between the Client and the brker are recrded, a sund recrding are used as evidence f the cntents f the rder. Fr telephne issued rders frm the Client it is required that the fllwing cnditins be met: The Client must have a signed Cntract with an Authrized bank and Annex detailing the rights and bligatins when the telephne rder is being placed. A signed statement in which the Client has indicated passwrd/cde that will be identified (serve t) fr placing the phne rder. The client is bliged t keep the passwrd/cde a secret and nt disclse it r make it available t third parties. a phne number frm which rders will be issued t the brker f the Authrized bank Prfessinal clients withut bligatin f signing the cntract, in accrdance with Article 32 Rules f cnduct in the prvisin f investment services and activities Authrized banks, fr placing the rder by phne just need t sign the Statement under Sectin 2 f the previus paragraph. The Authrized bank identifies the Client slely n the basis f reprted passwrds and phne numbers.the Authrized bank des nt assume any liability fr damage which the Client culd eventually suffer as a result f unauthrized use f passwrds / cdes by third parties. The rder received by fax is cnsidered t be received n the day and time (hur and minute) when the brker receive if this way f receiving the rder is agreed with the Client. The rder received by electrnic mail shall be given thrugh an internet service f the Client. The rder may be placed nly by the Client, r a persn authrized t placing the rder, frm pre-defined address. address frm which the rder is placed, and the name f the persn authrized fr placing the rder are defined by the Client, by signing a separate annex t the agreement. An rder n behalf f and fr the accunt f the Client can be given by a third party based n the riginal Curt certified authrizatin fr dispsing f financial instruments (nt lder than 6 mnths). 6. Acceptance and rejectin f rder The Client may place an rder thrugh an Authrized bank fr the financial instruments that are listed n the regulated market r MPT market f the stck exchange, as well as n the ther OTC market n which the Authrized bank prvides financial intermediatin services. The Client may place an rder thrugh an Authrized bank fr the financial instruments that are traded n freign capital markets, where Authrized bank is nt a member. The Authrized bank will receive these rders and transferred t anther persn / partner with whm it has signed a cperatin 3

4 agreement, and which have direct r indirect access t these markets, acting in accrdance with the rules n the executin f rders. Requirements fr the acceptance f sales rder Befre the accepting/executin f the Client sales rder, the Authrized bank will check whether the client pssesses sufficient financial instruments which are ffered fr sale. The Authrized bank is bliged t ensure that n the day f settlement the Client's accunt has sufficient financial instruments fr settling transactins. Requirements fr the acceptance f purchase rder Befre accepting the Client's purchase rder, the Authrized bank will check whether the Client has n his special purpse accunt sufficient funds fr the settlement f bligatins arising frm the executin f rders fr the purchase f financial instruments. The Authrized bank is bliged t ensure that n the day f settlement the Client's special purpse accunt has sufficient funds fr settling transactins. The Authrized bank will refuse t accept an rder if n the financial instruments accunt Client des nt have sufficient financial instruments which are the subject f sales r n the special purpse accunt Client des nt have sufficient funds fr the settlement f bligatins arising frm the executin f the purchase rder. The client, immediately upn rejectin f the rder, and nt later than next wrking day, will receive a written ntice f the reasns fr rejectin r nn-acceptance f the rder by the Authrized bank. The Authrized bank is nt bligated t refuse t execute the rder if the rder can be finalized frm realized but nt settled Client transactins. The Client can realize submitted buy/sell trading rders, befre the settlement f the same, with s-called, Netting, by placing a new, ppsite trading rder, meaning: a) as a hlder f securities, a sell rder may place a sell rder fr the same securities, after realizatin, but befre settlement f the first (buying transactin), that is, befre the respective securities are transferred t the accunt f the Client. b) the future hlder f funds (mnies), may place and buy rder after the realizatin, but befre the settlement f the first (sales transactins), that is, befre the funds are transferred t the Client's cash accunt. The requirement that the Client uses this ptin, that is, t place rders fr which a cvered psitin exits in NETTING, is t have a signed Standing Order with Credit institutin, as the depsitr f funds. By signing a Standing Order, the Credit Institutin will autmatically transferred funds between the Clients special purpse accunts, that is, transferring funds fr the realized settlement t the special purpse accunt fr selling t the special purpse accunt fr buying. The Authrized bank will nt accept an rder if there is reasnable suspicin that the executin f such rder wuld: a) vilate prvisins f the Law n the Capital Market r the Law which regulates anti-mney laundering and terrrist financing, b) cmmitted ffense punishable by law as a criminal ffense, ecnmic ffense r vilatin. In making the decisin t refuse trading rder, the Authrized bank is entitled t rely n their wn infrmatin and infrmatin received frm its Clients r ptential Clients, unless it has knwledge r shuld have knwledge that such infrmatin is bviusly utdated inaccurate r incmplete. On rejectin f the rder the Authrized Bank will infrm the Client in accrdance with sectin 6.1. f this Plicy. 6.1 Certificate n acceptance / rejectin f the rder The Authrized bank will cnfirm t the Client receptin f rder, as well as mdificatin and withdrawal f accepted rder, by giving ntice f: a) the time and place f the receipt f the rder, mdificatin and its cancelatin; b) acceptance r rejectin f the rder, stating the reasns immediately upn rejectin f the rder, and nt later than next wrking day. Ntice f acceptance f the rder that is directly given at the premises f the Authrized bank, the Client will receive immediately upn the issuance f such rder frm the Brker. 4

5 Cnfirmatin f acceptance f an rder placed by telephne, Client will immediately receive during the telephne cnversatin in which the rder was placed s that the brker rally infrms that the rder is accepted and frwarded t the designated market Ntice f acceptance f rders by fax r by electrnic way, the Client will receive frm the brker via the same medium by which the rder was received, r by anther durable medium in accrdance with the agreement with the Client. The client may, by submitting a special written ntice t the brker, specify ther way fr receipt f cnfirmatin abut the acceptance / rejectin r executin f rder (at particular Internet address, by sending written ntice t the address f anther persn authrized by the Client). 7. Cntent f rder With ne rder it may be pssible t buy / sell nly ne type f financial instrument and at ne price bth n the regulated as well as n the MTP r the OTC capital market. Regardless f methds f placing, the rder must cntain the fllwing elements: a) type f transactin (buy / sell), b) date and time f placing the rder, c) name and adress f the client, d) indicatin f the financial instrument (name, type, class, series, CFI cde and ISIN number, r anther internatinally recgnized mark), e) quantity, f) price, In rder with limit price, the price at which the Authrized bank is required t execute the rder is determined as: the maximum price (fr the purchase) the minimum price (when selling) In rder with the market price, the client agrees that the rder is executed at the best cnditins that can be achieved in the market, and is ready t accept the executin f such rder at any cst, defined by the Rules f cnduct f the market rganizer n the day f trading. In case f primary purchase f state securities (via RS Treasury Auctin Platfrm) the Client buy rder can be placed as: Cmpetitive nn-cmpetitive rder. Cmpetitive rders fr state securities are rders which cntain data abut quantity and price which the Client wants t buy. Nn-cmpetitive rder nly cntain infrmatin abut the quantity f the securities which the Client wants t buy, withut giving the price. In, this case, the price at which the securities are purchases is equal t the cnfirmed price during the auctin phase. Additinal elements f rder can be defined by the relevant regulatins f the Authrized bank, anther persn / partner respnsible fr the executin f the rder r the market rganizer. The Client has the pprtunity t place trading rders, that is, s-called a grup f special rders in accrdance with the Operating Rules f the market rganizer which gverns the market segments and phases f trading methds during which its is allwed placing these types f rders. 8. Order validity The rder shall be terminated after the full executin, withdrawal r after the expiry f the time limit that has been placed. a) Daily rder - rder is valid nly fr the current trading day, b) An rder until the day - rder is valid until a specific date in the future (n the BSE fr n lnger than 90 days) c) An rder until recall - rder is valid until canceled by the Client (n the BSE fr n lnger than 90 days) After the expiry f the rder, if the rder is nt executed, the rder can nt be extended r renewed autmatically. It is necessary that a Client issues a new rder. Market rder is always a daily rder. 5

6 Client rders fr buying state securities n the primary market which is rganized and managed by the Treasury Management ffice can be nly valid fr ne day. Fr the rders that are executed n the market in the Republic f Serbia and n internatinal capital markets, where the Authrized bank is nt a member, shall apply the rules f anther persn / partner thrugh which rders are executed r the rules f the market rganizer where rders are executed. 9. Place f rder executin The Authrized bank shall, in the prvisin f services f executin and / r receptin and transmissin f rders in the name and fr the accunt f its Clients select the place that allws the executin under the best pssible cnditins. Authrized bank shall received clients' rders fr purchase r sale f the financial instrument which are traded n the dmestic market executes n ne f the fllwing places: a) regulated market (BSE) b) multilateral trading platfrm ( MTP) c) utside the regulated market r MTP (unregulated r OTC market) Authrized bank shall received clients' rders fr purchase r sale f the financial instruments, that are nt traded n the dmestic market, in accrdance with its capabilities, executes n freign markets that perfrm a functin similar t the abve: a) regulated market freign stck exchanges b) multilateral trading platfrm ( MTP) c) utside the regulated market r MTP`s (unregulated r OTC market) Orders fr the purchase and / r sale f financial instruments that are traded n the markets where the Authrized Bank is nt a member, Authrized bank will receive and transmit t anther persn / partner, with which it has signed cperatin agreements and which have direct r indirect access t these markets, acting in accrdance with the rules n the executin f rders. In this case the executin f the rder shall be cnducted in accrdance with the Rules f f executin f rders f the partner, which culd mean that in accrdance with these rules, the client's rder may be executed at ther market r n MTP r n the OTC market, as the rder under the mst favrable cnditins. The best places fr executin f rders will be presented t the Client at the given mment. Determinatin f the place fr executin is cnsidered t be explicitly defined in the rder, by which Authrized bank shall fulfilled its bligatin t achieve the best pssible result fr the Client. 10. Time and manner f rder executin The Authrized bank will execute rders in accrdance with its cntent and accrding t the time pririty accrding t which it was received. The Authrized bank will frward the rder t the regulated market, that is the MTP r OTC market, in accrdance with the prvisins f the Cde f cnduct f investment cmpanies in prviding f investment services. In executing Client rders, the Authrized bank will take all necessary measures fr the fair and efficient executin f Client rders in relatin t the accunts f ther Clients r the Authrized bank. The Authrized bank will in executing rders n behalf f the Client t take care f the fllwing: a) infrmatin cntained in the rder will prmptly and accurately enter it in the rder bk, b) immediately execute similar rders fr Clients in accrdance with the time f receipt, except: if this is nt pssible due t prevailing market cnditins, it is nt pssible due t the characteristics f the rder, it the Client's interests require different treatment c) immediately and accurately srt rders executed n behalf f a Client, d) take all necessary actins in rder fr cmpletin f settlement bligatins fr the executin f the rder, financial instruments, that is, funds are t be timely and prperly transferred t the apprpriate Client accunt, e) infrm the Client f any significant difficulties in relatin t executin f an rder, as sn as they learned. 6

7 The Authrized bank shall, when executing Client rders take all actins s as fr the executed rder be finalized with the best pssible utcme fr the Client with respect t the fllwing factrs: a) price f financial instruments, b) cst, speed and likelihd t execute, c) cst, speed and likelihd f settlement, d) size, type and nature f rders, and e) all ther circumstances relevant fr the executin. When a Client issues special instructins regarding the executin f rders, the Authrized bank is required t: a) relevant factrs fr the executin f rders listed in this Plicy respect t the extent that will enable t cmply fully with the Client's instructins, b) warn retail Clients that the rder will be executed in accrdance with his instructins, and nt in accrdance with the adpted plicy f the Authrized bank in relatin t enfrcement rders. When the Authrized bank t executes accrding t the expressed request/instructin f the Client, it is cnsidered that the bligatin t btain the best utcme fr the Client was met by the Authrized bank, which is nt required t execute an rder in accrdance with its wn plicies and measures f rder executin. When it is executed the rder f a Retail Client, achieving the best pssible result is determined in relatin t the ttal cst f the transactin. Ttal transactin csts include the cst f a financial instrument and all the csts directly assciated with the executin f rders t be paid by the Client, which includes: a) fees f the Authrized bank, b) fees f the market rganizer, c) clearing and settling transactins, d) all ther fees paid t third parties wh are invlved in the executin f the rder. The Authrized bank will act in the best interest f the Client when giving rders t anther persn / partner t execute based n a previusly signed agreement. In such as case, the Authrized bank well especially take care f the fllwing: a) factrs relevant t executin and the criteria by which t determine the significance f these factrs. b) cmpliance with Client instructins in relatin t the plicy f the Authrized bank in relatin t the executin f rders under the best pssible cnditins. When the Authrized bank frwards the received rder fr executin t anther persn / partner, is bliged t: a) ntify the Client that Authrized bank is nt a member f the capital market and that the rder will be frwarded t anther persn / partner fr executin, which have a direct r indirect access t this market, b) transfer the rder f the Client accrding t the time and the receptin rder and issue the rder t anther persn / partner in accrdance with the technical and peratinal capabilities, unless therwise is nt explicitly defined by the Client, c) ntify the Client that the rder will be executed in accrdance with the rules n the executin f anther persn / partner and the rules f the market rganizer. The Authrized bank is required, when selecting a freign depsitry n whse accunts will hld financial instruments f its clients, t cmply with Clause Article 73 f the Cde f Cnduct when prviding investment services and activities The executin f Client limit rders The Authrized bank shall take necessary measures fr the executin f rders received as sn as pssible. Authrized bank shall immediately upn receipt f an rder, publicize it and make it easily accessible t ther market participants, including: 7

8 a) Frward the limit rder t the regulated market r MTP that has a trading system based n the rder bk, b) Publicize the rder immediately upn receipt and execute it as sn as market cnditins permit, which includes undertaking the measures: Necessary t ensure the reliability f the infrmatin being publicized, nging supervisin f the publicized infrmatin s as t be able t timely ntice and crrect eventual errrs, Which allws the cnslidatin f infrmatin with the same infrmatin frm ther surces, Which allws public access t infrmatin under the same cnditins n a cmmercial basis at reasnable fees. The Authrized bank has n bligatin t publish limit rders, if the rder exceeds the nrmal size market, as determined by the rules f the regulated market r MTP Aggregatin and allcatin f Clients rders and Dealers rders Aggregatin f rders When deciding n aggregates an rder and giving the an aggregated rder the Authrized bank accunts will primarily take int accunt the fact that jining the aggregated rder des nt harm the interests f any client whse rder is cmbined, and that it is unlikely that the aggregated rder will reduce the pssibility f realizatin f the cmbined rder r its realizatin under less favrable cnditins than as individual rder. The Authrized bank can jin its dealer rders with the clients' rders. Aggregatin f rders is pssible nly if the fllwing cnditins are cumulatively met: a) Orders have the same ISIN number, r ther designatin f the financial instrument; b) Orders has the same price per financial instrument; c) Orders have the identical duratin. All cmbined rders make an aggregated rder. Allcatin f rders In implementing the plicy f aggregatin and classificatin f client rders the Authrized bank will prvide the fllwing: a) apprval f the Client t execute his rder by jining rders f ther clients, which is cntained in the cntract with the client r in the client's rder fr each transactin; b) aggregatin f client rder fr the purchase r sale f financial instruments f the same issuer with the same cnditins (type f rder, price), s that the Authrized bank enter the rders t the market as a single rder (aggregated rder) c) aggregatin f client rder in a aggregated rder des nt reduce the pssibility f executing the rder, d) classificatin f partial executed aggregated rder is prprtinal, prprtinal t the amunt f their financial instruments in the aggregated rder. The Authrized Bank may prprtinately srt the Dealer s rder nly if it prves that withut cmbining with the Dealer rders, the accepted Client rder: a) it wuld nt have been able t carry ut the rder n such advantageus terms; b) r it wuld nt have been able t carry ut the client rder at all. 11. Reprting bligatins f the Authrized bank in respect f executin f rders The Authrized bank is bliged t: a) where the Authrized bank have carried ut an rder, n behalf f a client, they shall prvide the Retail client in a durable medium with a ntice cnfirming executin f the rder as sn as pssible and nt later than: the first business day fllwing executin, n the first business day fllwing the receipt f the cnfirmatin, if the cnfirmatin is received by the Authrized bank frm anther persn / partner. 8

9 b) send at least nce a year, t each client fr whm they hld financial instruments, a statement in a durable medium f thse financial instruments. The Authrized bank shall nt be required t send the statement if such a statement has been prvided in any ther peridic statement. c) T submit t the Client infrmatin n ttal expenses and fees that the Client is bliged t pay. The Authrized bank is bliged t infrm the Client n the price f each individual tranche if the transactin perfrmed in tranches. Infrmatin abut the maximum fees charged by the Authrized bank in prviding investment and additinal services are included in the Tariff Rulebk f the Authrized bank, which is published n the website and available in printed versin at the headquarters f the Authrized bank. 12. Final prvisins Befre prviding services t new Client, the Authrized bank shall submit t the Client the cntractual dcuments, including this Plicy, fr reviewing and signing. By signing the cntractual dcumentatin, the Client cnfirms that is timely infrmed and agrees with the cntent f the Plicy, in terms f the executin f all transactins. The Authrized Bank will mnitr the effectiveness f Order Executin Plicy, in rder t identify the time and eliminate any deficiencies. The Authrized bank shall infrm its clients f any significant changes in its Order Executin Plicy thrugh website f Sciete Generale Banka Srbija: The Order Executin Plicy shall be published n the website f the Sciete Generale bank: next wrking day after receiving the Apprval frm the Securities Exchange Cmmissin t the Authrized bank`s Cde f Cnduct whse this Plicy is an integral part, and will be applied after a perid f eight days frm the date f its publicatin n the website. President f the Bard f Directrs Gran Pitic 9