Best Execution Policy

1. Introduction

T.M. Financials (hereafter “the Company”) is an Investment Dealer (Full Service Dealer, Excluding Underwriting) operating as an Investment Dealer. The Company is incorporated in the Republic of Mauritius and is authorized and regulated by the Financial Services Commission (“FSC”) with License Number GB21026474.

The Company’s registered address is:
C/o Alexander Management Services Limited
3 Emerald Park, Trianon, Quatres Bornes, 72257
Republic of Mauritius

2. Purpose

The Company is required to establish, implement, and maintain a policy on conflicts of interest and provide information regarding the adequate management of any conflicts of interest between:

• the Company (including its managers, employees, tied agents, or other relevant persons, and any person directly or indirectly linked to them by control) and its clients, or
• one client and another,

that may arise in the course of providing investment and ancillary services.

This conflicts of interest policy applies to all clients, including retail clients, professional clients, and eligible counterparties.

3. Identification of Potential Conflicts of Interest

When identifying potential conflicts of interest that may arise during the provision of investment and ancillary services (or a combination thereof) and that could damage client interests, the Company considers, at a minimum, whether the Company or a relevant person (or a person directly/indirectly linked by control to the Company) is in any of the following situations:

1. Likely to make a financial gain, or avoid a financial loss, at the expense of the client.
2. Has an interest in the outcome of a service provided to the client, or of a transaction carried out on behalf of the client, which differs from the client’s own interest.
3. Has a financial or other incentive to favour the interest of one client or group of clients over another.
4. Carries on the same business as the client.
5. Receives, or will receive, from a third party an inducement in relation to a service provided to the client (in the form of monetary or non-monetary benefits or services).

Relevant person in relation to the Company includes:

• a director, partner, equivalent, manager, or tied agent of the Company;
• a director, partner, equivalent, or manager of any tied agent of the Company;
• an employee of the Company or of a tied agent, or any other natural person whose services are placed at the disposal and under the control of the Company or its tied agent, and who is involved in the provision of investment services and activities;
• a natural person directly involved in providing services to the Company or its tied agent under an outsourcing arrangement for the purpose of delivering investment services and activities.

Conflicts of interest may arise between:

1. A client and the Company.
2. Two clients of the Company.
3. The Company and a relevant person of the Company.
4. A client of the Company and a relevant person of the Company.
5. Different departments of the Company.

4. Reporting Conflicts of Interest

When a possible conflict of interest is identified, the staff member must:

• Refer the matter to their immediate supervisor for assessment of material risk of damage.
• Inform the Compliance Department with full details to allow regulatory scrutiny, including:
  1. Corrective and preventive actions;
  2. Explanation of why these actions were considered appropriate;
  3. Any conditions imposed; and
  4. Whether ongoing conflicts remain, and how they are managed and disclosed to the client.

5. Procedures and Measures for the Management of Conflicts of Interest

The Company maintains an independent Compliance Department, responsible for monitoring the Company’s Conflicts of Interest Policy and practices, ensuring compliance, and managing conflicts. Internal procedures to minimize potential conflicts of interest include:

(A) Independence

Measures to ensure the appropriate degree of independence include:

1. Information Barriers (Chinese Walls):
   • Adequate Chinese Walls established between departments.
   • Clear lines of responsibility to prevent misuse of information.
   • Physical barriers restricting information flow, limited access to documentation, and restricted communication between certain employees.
2. Separate Supervision: Relevant persons representing different or potentially conflicting client interests are supervised separately.
3. Segregation of Duties: Proper division of responsibilities and communication procedures between business units.
4. No Direct Remuneration Links:
   • Remuneration of relevant persons in one activity is not linked to remuneration or revenue of other conflicting activities.
   • Dealing room employees’ remuneration is not tied to clients’ performance.
5. Controls on Inducements: Proper controls to prevent or disclose any improper inducements.
6. Prevention of Undue Influence: Measures to prevent individuals from exercising inappropriate influence over how relevant persons perform investment or ancillary services.
7. Role Restrictions: Measures to prevent simultaneous or sequential involvement of a relevant person in conflicting tasks (e.g., order transmission vs. portfolio decision-making).
8. Further Segregation of Duties: Ensuring no individual carries out tasks that could give rise to conflicts of interest.

(B) Disclosure of Conflicts of Interest

• When measures to manage conflicts are insufficient, the Company shall disclose the conflict of interest to the client.
• Disclosure must be made in a durable medium and in sufficient detail, considering:
  • Nature of the client;
  • Source of the conflict;
  • Risks to the client.
• Disclosure must allow the client to make an informed decision regarding the investment or service.
• If disclosure is not sufficient to manage a conflict, the Company may refuse to proceed with the transaction.
• Clients shall be given the opportunity to continue or terminate the relationship without unreasonable obstacles.

(C) Record Keeping

• The Company keeps and regularly updates records of investment and ancillary services or activities in which conflicts of interest may arise, or have arisen, involving a material risk of damage to client interests.

(D) Responsibilities

• The Chief Executive Officer and Compliance Officer are responsible for allocating responsibility and delegating authority to accountable individuals.
• Employees must identify and report new conflicts of interest to line management.
• The Compliance Officer is responsible for the day-to-day management and implementation of this Policy.

6. Amendment/Review

• The Company reserves the right to amend this Policy at its discretion, at any time it deems suitable and appropriate.
• The Policy shall be reviewed at least annually.