Corporate policy on conflicts of interest

valid since February 2025 

1. Purpose

This policy ensures the integrity, transparency, and compliance of SH Swiss Mortgages AG ("SH") by identifying, disclosing, and managing conflicts of interest. It safeguards the interests of clients, investors, employees, and third parties, and aligns with the regulatory requirements of FINMA, the EU, and the sustainability principles outlined at allswiss.com/sustainability.

 2. Scope

Applies to:

• All employees (permanent staff, temporary workers, executives, board members).

External parties acting on behalf of SH (consultants, intermediaries, distribution partners).

3. Definitions

Conflict of Interest: A situation where personal, financial, or professional interests could compromise the impartiality of SH or its employees.

Internal Conflicts: E.g., private investments in client projects, secondary employment.

External Conflicts: E.g., third-party compensation, interests of intermediaries. 

4. Regulatory Framework

FINMA: Particularly FINMA Circular 2017/1 "Market Conduct Rules," Art. 23–26 of the Swiss Banking Act (prohibition of fraud and conflicts of interest).

EU: MiFID II (Art. 23–25), GDPR (data protection), AIFM Directive (transparency toward investors).

Sustainability: Integration of ESG criteria per allswiss.com/sustainability (e.g., ethical resource management, climate risk mitigation).
 
5. Managing Internal Conflicts of Interest

5.1 Personal Financial Interests

Employees must not engage in private investments that compete with SH products or benefit from SH decisions (e.g., mortgages for personal projects).
Disclosure Requirement: Immediate reporting to the Compliance Office via Form A (Appendix 1).

5.2 Secondary Employment

Prior approval required for all external activities (including consulting, mandates) by supervisors and the Compliance Office.

5.3 Personal Relationships

Transactions involving close family members or partners require a Four-Eyes Review by an independent executive.
 
6. Managing External Conflicts of Interest

6.1 Third Parties (Intermediaries, Consultants)

Due Diligence: Written agreements with all external partners mandating disclosure of compensation and interests.

Compensation Transparency: No undisclosed or undocumented commissions.

6.2 Gifts and Benefits

Prohibition: Gifts/benefits exceeding 100 CHF per year per source (exception: trivial promotional items).

Approval Requirement: Invitations (e.g., events) must be pre-approved by the Compliance Office.

6.3 Investors vs. Borrowers

Prioritization: Client interests supersede profit maximization (per MiFID II "Best Execution").

Transparency: Clear disclosure of commission structures and product risks in contracts.
 
7. Integration of Sustainability and Compliance

ESG Criteria: Environmental risks (e.g., carbon footprint) must be assessed in lending decisions, aligned with FINMA climate guidelines.

Compliance Culture: Annual training on conflicts of interest and sustainability (including case studies from allswiss.com/sustainability).

Whistleblowing: Anonymous reporting of violations via [email protected].
 
8. Implementation and Monitoring

Compliance Officer: Responsible for risk assessments, documentation, and sanctions.

Annual Self-Declaration: All employees must confirm compliance via Form B (Appendix 2).
Audits: Quarterly random checks by external auditors.
 
9. Sanctions

Violations: Result in disciplinary action (warning, termination) and potential legal reporting.

Liability: Compensation for damages in cases of intent or gross negligence.
 
10. Policy Review

Annual updates by the Board of Directors, incorporating regulatory changes (e.g., EU Taxonomy) and employee feedback.
 
Approved by:
Pino Sergio, Chairman of the Board of Directors
Dr. Denis Gebhardt Chief Compliance Officer