1 SETUP GREEN GIRAFFE GROUP

Green Giraffe Group (GGG) aims to shape and accelerate the energy transition together with its client and partners. GGG allows its stakeholders to benefit from a wide offering via independent companies. GGG is organised as follows:

 

1. 1. Clear corporate infrastructure with segregation of functions
   2. Separate, independent, and autonomous management teams in each company
   3. Strict separation of data between each company and dealing with confidential information on a need-to-know basis
   4. Conflict of interest procedures within and across each company, and with our partner Daiwa
   5. Independent third-party integrity risk assessments

 

1.1 CORPORATE CHART

 

1.2 MANAGEMENT CHART

 

SUMMARY CONFLICTS OF INTEREST POLICY GREEN GIRAFFE GROUP

Meeting our contractual obligations towards clients and partners (collectively “stakeholders”) and ensuring compliance with applicable law and regulation are our highest priority. To that effect GGG operates in accordance with a strict conflicts of interest policy (“policy”).

This policy sets out the framework for identifying, preventing, mitigating, and managing potential conflicts of interest, whether actual, potential or perceived. The policy applies to all employees of GGG, contractors and consultants (“staff”) and the commitments to our stakeholders contained herein are fundamental considerations in all activities within GGG and the broader Daiwa Securities Group.

This document provides a summary of the conflicts of interest policy of GGG.

What is a conflict of interest?

In general, a conflict of interest refers to a situation where the interests of a stakeholder or potential stakeholder may be incompatible with those of another stakeholder, a counterparty, staff, with the Daiwa Group or with GGG.

GGG takes all appropriate steps to identify, prevent, mitigate or manage conflicts of interest between GGG and its stakeholders, between different stakeholders of GGG, and with its staff.

Identifying conflicts of interest

Staff are required to act reasonably and employ proper judgement in identifying and responding to potential situations of conflicts of interest as well as to recognise the need to raise them with an appropriate member of senior management and Compliance.

It is the responsibility of each company within GGG to understand its obligation to check whether a new or proposed activity may create a conflict with any existing or proposed activities or relationships within GGG.

Types of conflicts

There are various situations in which GGG, and in case of subsidiaries partly owned by the Daiwa Group (both referred to as “GGG” in this section), may be viewed as having a conflict of interest, including but not limited to:

 

• • Staff have competing interests that conflict with the interests of GGG, as the case may be, the Daiwa Group, or its stakeholders
  • GGG’s interests differ from the interests of a stakeholder or counterparty, e.g. GGG
    • • has confidential knowledge about its stakeholders in a way that is likely to advance its own or another stakeholder’s interests;
      • could fail to meet its stakeholder’s objectives or fiduciary obligations;
      • may make a financial gain or avoid a financial loss at the expense of a stakeholder or counterparty;
      • has the same competing business as a stakeholder; or
      • has an incentive to favour the interests of one stakeholder, or a group of stakeholders, over another stakeholder or another group of stakeholders.

 

Managing conflicts of interest

GGG has systems, controls, and measures in place to prevent and manage conflicts of interest. Each company within GGG is responsible for doing a compliance check in accordance with their respective conflicts clearance guidelines aligned to the types of activities they engage in. In case of subsidiaries partly owned by Daiwa, conflict checks are coordinated with the compliance and control systems of the Daiwa Group. Information sharing within GGG is based on the need-to-know principle and each company within GGG uses information barriers to control the flow of confidential information. These barriers are implemented through organisational structures (separation of functions), procedural controls, and physical separation. The GGG management team delivers a final ruling in case the separate entities within GGG are unable to resolve any actual, perceived or potential conflict of interest.

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