Skupina Deutsche Börse
Informace pro konzultanty, kteří poskytují IT služby klientovi Deutsche Börse prostřednictvím společnosti INBRAIT, s.r.o.
Compliance with applicable laws, rules, regulations and professional standards constitutes a fundamental
principle of Deutsche Börse Group (DBG) corporate culture. Employees are responsible for knowing,
understanding and abiding by the requirements set forth in this Compliance Policy. They must also ensure that
they adhere to local requirements in the various jurisdictions in which DBG operates.
The respective chapters of this Compliance Policy summarize the applicable professional obligations in the
following areas, which have general applicability across DBG entities either as a matter of law or of DBG policy.
ß Prevention of Money Laundering and Terrorism Financing
ß Economic Sanctions & Embargoes
ß Prevention of Market Abuse (Insider Dealing and Market Manipulation)
ß Prevention of Other Criminal Offences (Fraud)
ß Management of Conflicts of Interest
ß Prevention of Corruption
ß Data Protection
ß Compliance & Regulatory Coordination (incl. MaRisk Compliance)
While it is expected that all employees have awarenessrelevant to their duties, Group Compliance takes a leading
role in ensuring consistency across DBG entities.
More detailed information on particular requirements is contained in corresponding chapters of the respective
Compliance guidelines. References to certain laws in various jurisdictions can be included but these references
are by no means exhaustive. (References to the important Compliance relevant laws with general applicability
can be found in the DBG intranet page under Group Compliance.)
1.1 Compliance Function
The DBG Compliance function has been established in accordance with the Compliance Charter. As stated
therein, the Compliance function – as a 2nd line of defense – aims to promote, monitor and control the adherence
to laws, regulations, internal rules and good business practices and mitigate the risks of negative impacts
(whether direct or indirect financial loss, regulatory sanction, or reputational damage) that may result from the
failure to comply with material applicable laws, regulations, and standards of good practice by the relevant
The primary focus and priority of the Group Compliance function is on the integrity and reputation of DBG’s
regulated entities. For certain topics of general applicability, Group Compliance has an oversight responsibility
that includes non-regulated entities (e.g. conflict of interest, insider dealing).
The Compliance function has been established by Executive Management as a function independent from any
business unit, central function or control function within the organization. It will ensure to draw up a Compliance
Charter as well as implement a risk-based continuous training program.
DBG has established a Compliance Committee bringing together the various stakeholders within the Group.
This Policy applies to
ß members of the Executive Boards1 of Group Entities having approved this Policy, and
ß Employees2 of Group Entities having approved this Policy.
In the following, these addressees of the Policy generally are referred to as “Employees”, unless certain
responsibilities apply to a designated group of Employees, which will be outlined separately.
Relevant requirements applicable to members of supervisory boards and external contractors will be
communicated to them separately.
Employees should be aware that regulatory requirements may flow not only from regulations that apply directly
to the activity being undertaken but on occasion from third country regulations that apply extra-territorially or
because DBG has entered into voluntary agreements with foreign supervisory or tax authorities.
1.3 Reporting obligations
Employees are obliged to report any suspected violation of the laws and regulations listed below or stricter
internal requirement to Compliance. This may also include a reporting to the line manager in the first place.
Certain potential violations may require a specific reporting procedure and/or the use ofstandardized escalation
Employees and external service providers have an obligation and are encouraged to report compliance risks to
their management or directly to the Compliance function.
Additionally, the Whistleblowing guidelines provide another means for employees and externalservice providers
of DBG to confidentially report tips orleads about perpetrated orsuspected cases of criminal conduct and related
violations of the compliance provisions that might adversely affect DBG, particularly any financial injuries
harming DBG. Potential or actual violations against supervisory regulations as well as possible criminal offences
within DBG can also be reported under the protective ambit of DBG’s Whistleblowing System. By creating an
environment of trust and protection for employees, DBG wants to encourage them to cooperate in full.
2 Prevention of Money Laundering and Terrorism Financing
This chapter summarizes the legal and regulatory requirements that apply with respect to the prevention of
money laundering and terrorism financing. A breach of these obligations could constitute a criminal offense.
More detailed requirements are described in the corresponding chapter of the Compliance guidelines.
Money laundering isthe processthrough which persons or entities attempt to use the financialsystem to conceal
the true origin and/or the true ownership of the monetary proceeds of activities considered by law to be criminal
(or predicate) offenses. Money laundering usually includes three distinct processes; Placement, Layering, and
Integration, although not always in this order and not always all together.
Terrorism financing constitutes the gathering or supply of funds or proceeds intended for use in the commission
of terrorist acts or the activities of terrorist groups.
Specific procedures of internal control and communication must be put in place in order to mitigate the risk of
and attempt to prevent operations related to money laundering and terrorism financing. The main legal
requirements are contained in:
ß The German Money Laundering Act, the German Criminal Code, the German Banking Act, and BaFin
ß The Luxembourg Criminal Code, the Luxembourg law on the financial sector and the Luxembourg
law relating to the fight against money laundering and terrorism financing and CSSF circulars.
ß The Swiss Criminal Code, the Act on the prevention of money laundering and terrorism financing,
Ordinance of FINMA on the prevention of money laundering and terrorism financing, the Swiss
Federal Act on Stock Exchanges and Securities Trading, and the Swiss Federal Law on Banks and
ß The Singaporean Penal Code as well as AML-related Acts, Subsidiary Legislation Notices and
Directions on AML/CTF as well as further guidance issued by the Monetary Authority of Singapore.
ß Other relevant national regulations, e.g. UK, US, consistent with global regulatory- or industry
standards, e.g., defined by FATF.
In particular, the regulators have outlined some main categories of professional obligations to which regulated
DBG entities are required to adhere:
ß The obligation to establish effective risk management systems that are appropriate for the nature
and size of their business
ß To determine and evaluate the risks of money laundering and terrorist financing associated with the
business activities they engage in
ß The obligation to establish and document an annual Risk Analysis
ß The obligation to appoint a money laundering reporting officer and a deputy
ß The obligation to implement internal safeguards, including internal principles, procedures and
ß The obligation to establish a comprehensive and appropriate customer due diligence process
ß To furnish employees with initial and ongoing AML-/ CTF-Trainingsto foster understanding and raise
ß To establish measuresto prevent the abuse of new products and technologiesfor committing money
laundering and terrorism financing
ß The obligation to monitor customer transactions and to exercise professional judgement in
ß The obligation to cooperate with and in certain circumstances to report suspicious activity to the
As a matter of policy, DBG applies analogous diligence measures not only with respect to customers in the
traditional sense of an account relationship, but more generally applying a risk-based approach with respect to
broader parties with which business is conducted.
Relevant Line Managers (including board members) must ensure that all employees within their unit(s)
understand and apply the anti-money laundering and counter-terrorism financing requirements. They must
furthermore ensure that adequate procedures of internal control and communication are established within
their unit(s) in order to forestall and prevent activities related to money laundering and terrorism financing and ensure compliance with applicable regulations as well as the Compliance Policy. The Compliance function
provides practical guidance as to the implementation of adequate anti-money laundering and counterterrorism
financing procedures. The Compliance function shall help to ensure that DBG has rules that can be used as
Guidelines by the employees from different functions in the exercise of its day-to-day tasks. These rules shall be
properly reflected in the instructions, procedures and internal controls in areas where directly relevant to
Employees who suspect money laundering or terrorism financing shall follow the escalation process described in
the AML/CTF Guidelines.
3 Economic Sanctions & Embargoes
This chapter summarizes the legal and regulatory requirements that apply with respect to the prevention of the
violation of Economic Sanctions & Embargoes. Any breach of these obligations could triggersubstantial penalties
or constitute a criminal offense. More detailed requirements are described in the corresponding chapter of the
Economic Sanctions & Embargoes are restrictions on activity with targeted countries, governments, entities,
individuals or industries. Sanctions are in place to make sure that economic support is not provided to targeted
regimes (or countries), people or organizations known to be involved in activities which threaten global security
or otherwise serious organized illegal activities including terrorism.
Specific procedures, internal controls and means of communication must be put in place in order to forestall and
prevent operations related to sanctioned countries and sanctioned entities. The main legal requirements are
ß The Sanctions-related resolutions of the United Nations Security Council.
ß The Sanctions-related regulations or decisions of the European Union.
ß The requirements of the US Department of Treasury’s Office of Foreign Assets Control.
ß National and regional sanctions lists and authorities (including Deutsche Bundesbank, HM Treasury,
MAS, CSSF, SECO)
ß National Sanctions regulation which will apply to a DBG entity or its relevant agent or correspondent
located in that particular country. No business activity of DBG shall relate to a sanctioned country or a sanctioned entity, unless it is permissible
pursuant to the applicable Sanctions laws.
In evaluating sanctions-related risks, the Compliance function shall consider additionally risks of secondary
exposure or reputational and risk considerations for DBG entities and business counterparties. To the extent
practicable, DBG shall apply a Group-wide approach to avoid dealings with sanctioned entities.
DBG shall assess its Sanctions risk on a regular basis and establish risk-based measures to mitigate the risks
identified, such as:
ß Sanctions-related policies and procedures.
ß Sanctions screening of customers, relevant transactions, counterparties, business partners, service
providers and employees.
ß Sanctions training.
ß Communication of Sanctions-related information to DBG executive and senior management.
DBG shall cooperate with the authorities in charge of supervision of Sanctions compliance.
All employees are prohibited from engaging in any business activity related to sanctioned countries orsanctioned
individuals. The Compliance function is solely authorized to grant exceptions, in cases where the exception is
permissible pursuant to the applicable Sanctions laws. Any Sanctions-related matter must be reported to the
Compliance function including suspicions on sanctions violations.
The Executive Board of each entity of DBG has the ultimate responsibility for ensuring that their respective
business areas establish systems and controls to comply with the Sanctions requirements.
The Compliance function is the sole point of contact and advice regarding any matter concerning Sanctions.
The Compliance function is responsible for overseeing and maintaining procedures and controls established to
prevent violations of Sanctions.
4 Prevention of Market Abuse
The purpose of this chapter is to inform all employees of relevant laws and regulations related to the prevention
of Market Abuse, including Insider Dealing, Unlawful Disclosure of Inside Information or Market Manipulation,
and to ensure compliance with this legislation. More detailed requirements are described in the Market Abuse
Insider Dealing, Unlawful Disclosure of Inside Information and Market Manipulation are criminal offences, and
so is the Inciting, Aiding and Abetting and the attempt of any of these offences.
Inside Information means any information of a precise nature which has not been made public, relating, directly
or indirectly, to one or more issuers / financial instruments / commodity derivatives / emission allowances or
auctioned products based thereon / wholesale energy products, and which, if it were made public, would be
likely to have a significant effect on the price of those financial instruments or on the price of related derivative
financial instruments or on the price of those wholesale energy products. It would be likely to have a significant
effect on the prices of financial instruments or on the prices of the wholesale energy products, if a reasonable
investor would be likely to use it as part of the basis of his or her investment decisions.
Insider Dealing arises where a person:
· Has access to Inside Information and uses that information by acquiring or disposing of, for his or her
own account or for the account of a third party, directly or indirectly, financial instruments or wholesale
energy products to which that information relates; or
· Uses Inside Information by cancelling or amending an order concerning a financial instrument or
wholesale energy products to which the information relates where the order was placed before the
person concerned possessed the Inside Information. In relation to auctions of emission allowances or
other auctioned products based thereon that are held pursuant to Regulation (EU) No. 1031/2010, the
use of Inside Information shall also comprise submitting, modifying or withdrawing a bid by a person for
its own account or for the account of a third party.
Recommending that another person engagesin insider dealing, or inducing another person to engage in insider
dealing arises where the person possesses Inside Information and recommends, on the basis of that information,
that another person
· Acquire or dispose of financial instruments or wholesale energy products to which that information
relates, or induces that person to make such an acquisition or disposal; or
· Cancel or amend an order concerning a financial instrument or a wholesale energy product to which
that information relates or induces that person to make such a cancellation or amendment.
Unlawful disclosure of Inside Information arises where a person possesses inside information and discloses that
information to any other person, except where the disclosure is made in the normal exercise of an employment,
a profession or duties, including where the disclosure qualifies as a market sounding made in compliance with
the legal and regulatory requirements.
The onward disclosure of recommendations or inducement to engage in insider dealing amount to Unlawful
Disclosure of Inside Information, where the person disclosing the recommendation or inducement knows or
ought to know that it was based on Inside Information.
Market Manipulation can be defined as any and all actions which could influence unjustifiably the stock
exchange or market price of financial instruments or wholesale energy products, or to give false signals regarding
the supply of or demand for financial instruments or wholesale energy products. Irrespective of whether or not
the action actually affects the demand for, supply of or market price of financial instruments or wholesale energy products, the intention or suitability for manipulation will be the dispositive issue for purposes of determining
the existence of manipulation.
The main legal requirements derive from:
ß The European Directives and Regulations on Market Abuse
ß The German Securities Trading Act and BaFin circulars.
ß The Luxembourg law on Insider Dealing.
ß The UK Financial Services and Markets Act 2000, Proceeds of Crime Act 2002, Criminal Justice Act
1993 and Financial Services Act 2012
ß Singaporean Securities and Futures Act.
ß The Swiss Criminal Code, the Swiss Federal Act on Stock Exchanges and Securities Trading.
Further local regulations and requirements may also need to be considered, where applicable.
DBG is committed to creating an environment which promotes transparency and inhibits Market Abuse. DBG is
responsible for securing its own interests as well as providing a fair playing field for market participants. It must
therefore provide for proper internal control systems and effective mechanisms for reporting and acting on
reports of attempted or actual Insider Dealing or Market Manipulation.
In the course of working for DBG, compliance-relevant information – meaning sensitive or inside information –
may become known to employees. The misuse of such information is strictly prohibited. It can damage the
trusting relationship which DBG has with its market participants, issuers, investors, the financial sector and the
Thus, care should be taken, and appropriate measures be implemented,such asthrough Zones of Confidentiality,
information barriers and other practices with respect to sharing Compliance-Relevant Information on an
authorized and need-to-know basis within and across DBG entitiesto avoid even the appearance of unauthorized
use of information.
No employee shall acquire or dispose of or try to acquire or dispose of financial instruments on the basis of Inside
Information in relation to these instruments whether or not on behalf of DBG. This professional obligation applies
to all employees whether or not acting on behalf of a company in DBG.
DBG has implemented a Market Abuse Framework to ensure insider surveillance and in particular compliance
with the prohibition of insider dealing, including the attempt thereof. This includes the classification of
employees in Compliance Levels depending on their exposure to compliance-relevant information, entailing
various obligations, e.g. for personal account dealing. Depending on the individual Compliance level, measures under this Framework include the obligation to disclose
broker accounts and transactions, as well as trading restrictions with respect to the financial instruments issued
by DBAG or by DBGs clients, members, competitors or other issuers or companies of the financial industry.
It is strictly forbidden for any employee to attempt or engage in Insider Dealing, Recommending or Inducing to
Engage in Insider Dealing, Unlawful Disclosure of Inside Information and Market Manipulation. Employees must
furthermore adhere to local rules on the prevention of Market Abuse, where provided. Employees who are not
sure about legal circumstances should consult the Compliance function.
In order to prevent Market Abuse, all employees and external persons who are responsible for or who handle
the group’s external communication, or assist in doing so, must ensure that no false or misleading information
Relevant Line Managers must ensure that all employees working for DBG within their unit(s) understand and
apply the requirements with regards to preventing Market Abuse. They must furthermore ensure that adequate
procedures of internal control and communication are established within their unit(s).
Employees who suspect that an irregularity has occurred should either report this to directly to the Compliance
function. Notified concerns must be treated confidentially and must only be shared on an absolute need-to-know
Employees must also be familiar with their Compliance Level and the obligations and restrictions applicable to
them according to the Market Abuse Framework.
5 Prevention of Other Criminal Offences (Fraud)
This chapter sets out the professional obligations in relation to the prevention of fraud. A breach of these
obligations could constitute a criminal offense. More detailed requirements are described in the Anti-Fraud
For the purposes of this chapter, “fraud” is defined as any intentional act by one or more individuals among
management, the supervisory board, employees, or third parties, involving the use of deception to obtain an
unjust or illegal advantage.
The obligation to implement effective fraud prevention within the group is mainly based on:
ß The German Stock Company Act in conjunction with the German, Luxembourg, Singaporean Penal
Code and the Swiss Criminal Code.
ß The German Commercial Code.
Regarding DBG companies operating in other countries, the respective jurisdictions effectively require similar
fraud prevention measures. Where applicable, local legal requirements and regulations should always be
DBG is committed to creating an environment which inhibits fraud. DBG is responsible for securing its own
interests as well as those of its customers. It must, therefore, provide for proper internal control systems and
effective mechanisms for reporting and acting on reports of misconduct.
The primary responsibility for the prevention and detection of fraud rests with the executive management, which
must ensure that Line Managers establish an efficient control environment and maintain adequate procedures.
Employees who suspect that an irregularity has occurred should either report this to their Line Manager, who
will in turn notify the Compliance function if the concerns are justified, or directly to the Compliance function.
Concerns brought to the attention of line management or Compliance must be treated confidentially.
6 Management of Conflicts of Interest
This chapter summarizes the requirements in relation to the management of conflicts of interest. Any breach of
these obligations could constitute a criminal offense. These requirements are outlined in detail particularly in
the Group Policy on Conflicts of Interest.
Based on DBG experience, conflicts of interest may arise in situations, in which the interests of one party of the
conflict interferes with (or appears to interfere with) the interests of another party to the conflict impairing its
ability to act fairly and ethically, e.g.
ß Interests of DBG or one of its legal entities interfere with the interests of Third Parties (Customers,
ß Interests of one client of DBG or one of its legal entities interfere with interests of another client of
DBG or one of its legal entities.
ß An employee’s own interests, which originate from a source beyond his or her professional
obligations (self-interests), interfere with his or her objectivity to make decisions or to participate in
decision making processes, which he or she has to make in the course of his or her professional
obligations in the interest of DBG or its Customers (professional decision).
The main legal requirements in relation to conflicts of interest are contained in:
ß Regulatory requirements on European level deriving e.g. from the directive on markets in financial
instruments (MiFID), the regulation on OTC derivatives, central counterparties and trade
repositories (EMIR), the regulation on improving securities settlement in the European Union and
on central securities depositories (CSDR), the benchmark regulation, and provisions related to these
ß Local regulatory requirements deriving from e.g. the German Securities Trading Act, the Luxembourg
law on the financial sector, the Swiss Federal Law on Unfair Competition
Where applicable, other local legal requirements and regulations might also be considered.
DBG makes necessary effortsto avoid and, where necessary, mitigate conflicts of interest which may arise among
customers, between customers and DBG itself, between customers and employees of DBG, and within DBG and
its entities or divisions.
A conflict of interest is not, in itself, evidence of wrongdoing. However, a conflict of interest can become a serious
legal, regulatory or reputational issue, if not identified and managed effectively.
6.3.1 Potential Sources of Conflicts of Interest
Taking into consideration past personal or professional relationships and outside business interests that may
(still) have an impact on current professional behaviour or decisions, situations possibly entailing personal
conflicts of interest may include personal, professional or economic relationships with other persons such as
ß secondary employment/external mandates (remunerated or not),
ß further internal mandates and role(s) within DBG,
ß financial interests (i.e. participation of at least 5% in a third party (e.g. a shareholder or competitor
of DBG or a group entity), loans or investment club memberships),
interests of persons closely associated, i.e. family members.
Furthermore, corporate conflicts of interest may arise in the context of ß relationships between different DBG areas/DBG entities following different mandates and
ß fee arrangements with respect to services provided by one DBG entity to another (e.g., in the context
of outsourcing arrangements), or to a customer,
ß services to customers, in which DBG takes up different roles,
ß new business relationships (business strategies, services, products) DBG enters into.
6.3.2 Management of Conflicts of Interest
When identifying a situation where a (potential) conflict of interest cannot be avoided, appropriate actions to
manage, document and, as applicable, report this situation shall be taken, such as
ß Notification to Group Compliance, and – for members of a board or committee – to the respective
body, ensuring transparency
ß Segregation of duties and business functions
ß Recusal by or exclusion of the conflicted person or termination of the constellation, e.g. by
terminating a contract
ß Controls and monitoring
ß As a measure of last resort, disclosure to customers
6.3.3 Documentation and Reporting
All information, i.e. notifications and assessments of conflicts of interest and respective mitigating measures
defined, is documented and archived in a web-based IT application in accordance with respective data
This database serves for employees to view and process their information, for Group Compliance to document
its assessments and monitoring, and is the source for (regular and ad hoc) reporting to management bodies of
DBG as well as to national competent authorities in accordance with regulatory requirements. Such reporting
may take the form of conflict registers as required e.g. for central counterparties, central securities
depositories and benchmark administrators.
Employees shall contribute to identify, appropriately manage and document (potential) conflicts of interest.
Furthermore, employees shall in particular abstain from activities that compete with activities of DBG, from
grasping any business opportunities to the detriment of DBG, as well as from any kind of misuse of inside
information or other sensitive, non-public information obtained in the course of their professional
responsibilities, or of their professional position for personal gain.
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