Scroll to Governance, Complaint Procedure, Remuneration Policy
GOVERNANCE
The Black Swan Capital management report to the board of directors. Black Swan Capital is 100% owned by Black Swan Capital (Europe) BV. The majority shareholder of Black Swan Capital (Europe) is Buchanan Capital Limited. The appointment of directors and chairman of Black Swan Capital and Black Swan Capital (Europe) are made via general meeting of shareholders.
The Board is responsible for the management of the Company, including the appointment of a Chief Executive Officer to assume the daily management of the Company. The board members shall discharge their duties in a loyal manner, attending to the interests of the Company, and ensure that its activities are organised in a prudent manner. The Board shall adopt plans, budgets and guidelines applicable to the activities of the Company. The Board shall keep itself informed of the financial position of the Company and has a duty to ensure that its corporate accounts and asset management are subject to satisfactory controls.
The Board initiates such investigations as it deems necessary to discharge its duties. The Board shall initiate such investigations if requested to do so by one or more board member.
The Board shall, inter alia, deliberate and decide on the following:
a) Such matters as required by statutory law, the Articles of Association, the Regulations under which BSC operates, these Rules in this document, or the resolutions of the General Meeting;
b) Matters outside the scope of the statutory responsibilities of the Chief Executive Officer;
c) Matters outside the scope of the general authority granted to the Chief Executive Officer;
d) The prudent organisation of the activities of the Company;
e) Satisfactory control of the ongoing activities of the Company;
f) Strategy and objectives;
g) Budget and financing plans for the Company and the Group;
h) Appointment/dismissal of the Chief Executive Officer, adoption of instructions for the Chief Executive Officer and determining of the remuneration policy for key employees;
i) Major changes in the business activities of the Company and organisational changes of substantial importance;
j) Safeguarding the financial statues and appropriate equity, including the Financial Policy of the Group;
k) Legal disputes of major importance;
l) Annual accounts and annual reports of the Company and the Group;
m) Acquisitions, investments and divestments;
n) Proposal for the allocation of profits or losses in accordance with the provisions of the Accounting Act;
o) Agreements between the Company and a member of the Board or the Chief Executive Officer or any agreement between the Company and a third party in which a member of the Board or the Chief Executive Officer has a distinct interest; and
p) Other matters that the Board consider of importance to decide upon.
COMPLAINT PROCEDURE
1. Introduction
Complaints received from clients are to be reviewed constructively and are received without prejudice.
A client can make a complaint by addressing BSC Complaints Manager [General Manager, Edward Mainwaring Burton] by phone or email.
Email Contact Details for Complaints: [[email protected]].
2. Processing of the complaint
All customer complaints must be dealt with in a timely, efficient and professional manner. BSC will address and acknowledge the complaint within 2 working days.
Employees must escalate all customer complaints in which they are involved, or which they receive, to the Compliance Officer and General Manager.
All complaints are registered and transferred to the Board of Directors. All complaints are to be resolved within ten business days unless further investigation is needed. The plaintiff will be informed accordingly.
The complaints manager keeps the client/plaintiff informed during the whole investigation until the case is solved.
3. Definitions
A complaint is any expression of dissatisfaction from a client, potential client or former client, or other counterparty whether oral or written and whether or not justified with regard to the provision of (investment) services by BSC.
A significant complaint is one which contains allegations that BSC, or a representative thereof, may have acted illegally, improperly or negligently or where the complainant alleges they have suffered or may suffer a material financial loss, material distress or material inconvenience, or involves a repetition or recurrence of a matter previously complained of whether significant or otherwise.
4. Initial Action
If an adverse comment made orally can be immediately resolved by an explanation (within 24-hours), which the other party finds satisfactory, no further action is required and this is not to be regarded as a complaint.
In all other cases, including all cases where the complaint, however minor, is made in writing, the recipient of the complaint must comply with the following procedures.
5. Telephone Complaints
The recipient of a telephone complaint must make a file note of the conversation including the date and time of the call, the name and address of the caller, the service or product details if relevant, the nature of the complaint, any other relevant details and any response given including agreed next steps.
The recipient of the complaint call should inform the caller that their complaint will be forwarded to the Complaints Manager and the Compliance Officer and that it will be investigated promptly, but they are not, without proper authority, to admit any liability.
6. Written Complaints
Written complaints (and a file note of the telephone complaint) should be advised immediately upon receipt to the Complaints Manager, and the Compliance Officer for recording in the Complaints Register.
Depending upon the nature of the complaint, the Compliance Officer will immediately notify the CEO and Board of Directors.
All complaints must be promptly and thoroughly investigated by either the Complaints Manager or a Director that is independent of the complaint, or by the Compliance Officer.
The investigating manager is responsible for replying to the complaint in writing informing the complainant of the process to be followed and the expected timelines.
7. Significant Complaints
The CEO will be responsible for approving the firm’s response and will agree who will make the final sign-off.
The responsibility for any notification to Regulators, if a complaint qualifies as an incident (an act or absence of an action that might or is a severe threat to the integrity of BSC regardless of the persons involved), rests with the Board of Directors. The Compliance Officer will advise.
All internal processes continue as for all complaints.
8. Responses to Complaints Received
The manager investigating the complaint will arrange for a response to be drafted. The draft response will be reviewed by the Compliance Officer and approved or amended as necessary before being signed by either the Complaints Manager or CEO and sent to the complainant.
The agreed timetable for all complaints is for an acknowledgement of the complaint to be dispatched within two working days after the day of receipt. A constructive response should be sent out within ten working days. If this is not possible due to the degree of investigation required, the complainant should be sent a further interim communication.
Where a substantive response in relation to a complaint has been provided by BSC, unless and until BSC receives an indication from the complainant that they are not satisfied with our response, BSC will treat the complaint as settled and resolved after four weeks from the date of BSC’s response.
The Complaints Manager always verifies if the complainant is satisfied with the handling of his or her complaint. If a solution is not to the satisfactory of the complainant, he or she will be informed about the possibility to escalate to the Klachteninstituut Financiële dienstverlening (KIFID, the complaints institute financial services).
9. Follow-up Action
The Complaints Manager, and where required, CEO, will be responsible for initiating any follow-up action deemed necessary as a result of the complaint together with deciding if any disciplinary action is necessary and to arrange for the appropriate action to be taken.
10. Responsibilities
It is the responsibility of every manager, employee, financial adviser representative and anyone else affiliated with BSC to be cognizant of the complaints procedure and of their obligation to follow it.
This procedure is aimed to ensure that all complaints are treated effectively, fairly and properly.
Where the complaint has highlighted a weakness in any of the BSC procedures, it is the responsibility of the Board and Management to develop and implement revised procedures to minimise the chance of any repetition of the event leading to the complaint.
11. Records
The Compliance Officer will be responsible for keeping copies of all complaints and the responses in a Register.
These copies will be retained for at least three years after the complaint has been settled or resolved including all correspondence, file notes and actions taken pertaining to the complaint.
A computer spreadsheet showing all complaints received will be maintained by the Compliance Officer.
12. Board reporting of Complaints
The Board of Directors will receive and review a report of all complaints received as part of the Compliance Officer’s quarterly board report. This will include nil returns, details and status updates of any previous unresolved complaints, and a summary of each new complaint received including progress in resolving them.
It is important that nothing prejudicial is recorded either in the complaints Register or in written reports in Board Minutes, nor should any full client names be mentioned in any Board documentation or minutes (i.e. acronyms or abbreviations should be used). The Board should be updated verbally to the extent that it wishes to have details of the merits or demerits of a complaint and the minutes should not contain any prejudicial information relating to the complaint but only factual information.
The Board of Directors and the Compliance Officer will evaluate complaints at least yearly to assess if complaints are structural due to the manner of performing activities.
Once every six months (at last at February 8 and August 8) the AFM will be informed using the AFM template (https://www.afm.nl/nl-nl/nieuws/2017/dec/klachtenrapportage-mifid). This will be provided by the Board; the Compliance Officer will validate transmission of the list.
BSC is a participant of the Klachteninstituut Financiële dienstverlening (KIFID, complaints institute financial services).
REMUNERATION POLICY SUMMARY
Black Swan Capital is bound by, and adheres to, the Dutch stipulations concerning remuneration.
Regulatory stipulations:
- Art. 27 Delegated Regulation 2017/565
- FSA art. 1:114-1:125, 4:14 and 3:7
- ESMA guidelines
- Regeling Beheerst beloningsbeleid 2017 (Regulation on Sound Remuneration Policies (RBB) 2017)
This Remuneration Policy reflects the legal principles set out in the above regulations and governs all types of remuneration that BSC grants to its employees.
The remuneration policy of Black Swan Capital is in keeping with the company’s strategy, risk profile and risk appetite. The recruitment policy is aimed at recruiting and retaining qualified and knowledgeable individuals that adhere to the same principles of client service.
This Remuneration Policy contributes to a sound and effective risk management by BSC and, more specifically aims to avoid excessive risk-taking behaviour. The Remuneration Policy always will have the spirit of BSC’s core values i.e. our clients come first. Therefore, the Remuneration Policy aims at aligning the personal objectives of employees with the long-term interests of BSC and its clients and may never lead to conflicts of interest towards our clients.
This Remuneration Policy has been set up by the Board of Directors of BSC and has been approved by its shareholders. The Board of Directors is responsible for the implementation of and compliance with the policy.
Remuneration of non-identified staff
Non–identified staff are governed by the stipulations of Chapter 1.7 of the FSA and not the Regeling Beheerst Beloningsbeleid 2017.
Remuneration of identified staff
Identified staff are governed by the stipulations of Chapter 1.7 of the FSA and also the Regeling Beheerst Beloningsbeleid 2017.
BSC has identified the Chairman, Chief Executive Officer, and General Manager as Identified Staff. The Identified Staff are governed by the stipulations of Chapter 1.7 of the FSA and the Regeling Beheerst Beloningsbeleid 2017.
General provisions
There are currently no variable components to remuneration for any employees or management (including managing board). The board at their discretion may consider a bonus pool policy in the future based on company performance, profitability, adequate reserves, and other compliance and quality features, or may continue to defer it for a given period of time. If the Board of Directors decides to introduce variable remuneration, the Remuneration Policy will be reviewed and amended in accordance the legal principles set out in regulatory stipulations listed above.
Remuneration policy Managing Board
The remuneration policy for the Board of directors is set at the commencement of each financial year and is a fixed salary reflective of the seniority and input of the directors. Decisions on remuneration of the Board members of BSC will be made by the full board in collaboration with the shareholder.
Remuneration policy for Employees
The remuneration policy for employees is straightforward and clear. The policy applies to all employees (including identified staff) regardless of position and level. There is no variable component to salaries of any employees. A written and signed employment agreement will be in place for each employee. The fixed remuneration of the employee reflects the relevant work experience and organizational responsibility of the employee. This applies to all employees at all levels.
All employees, including directors need approval from their immediate senior before incurring any expenses on behalf of the organization. Any pre-approved expenses may be reimbursed monthly.
SFDR Policy
The remuneration policy of Black Swan Capital aims to prevent potential rewards resulting in the unfair treatment of clients, or the taking of extraordinary risks causing a negative impact on any investment advice provided, to Black Swan Capital as a financial organization and/or to the financial industry as a whole.
The Board of Directors is of the opinion that the remuneration policy should be structured in such a manner that the relevant professional will focus on the long-term interest of clients and avoid any extraordinary risks causing a negative impact on any investment advice provided, to Black Swan Capital as a financial organization and/or to the financial industry as a whole.
Governance and Review of the Remuneration Policy
The shareholder(s) of BSC will approve of each version of the Remuneration Policy.
BSC will not contribute to, propose or implement structures, proposals, contracts or vehicles that would facilitate or serve the purpose of circumvention of the Remuneration Policy.
