Legal

Data Protection Policy

Risk Disclosure Notice

Terms & Conditions (Client Agreement)

Pillar III Disclosures policy

Remuneration Policy

Complaints Policy

Security Statement and Privacy Policy

KID Policy

Disclaimer

Note : VIBHS Financial are an FCA regulated, Execution only broker. We do not manage any funds nor do VIBHS Financial play any role in any portfolio management.

Data Protection Policy

VIBHS Financial Ltd hereinafter known as "the Company", "the Firm" or "we", is fully committed to compliance with the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679), which came into force on 25th May 2018.

The Firm is committed to protecting and respecting your privacy. This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed and stored by the Firm. Please read the following carefully to understand our views and practices regarding your personal data and how the Company will treat it. By using our website, you are agreeing to be bound by this Policy, however, you are free to withdraw your consent anytime by notifying us.

For the General Data Protection Regulation (Regulation (EU) 2016/679) ('GDPR'), the data controller is VIBHS Financial Ltd

Privacy

We know that you are concerned with how we deal with your personal information. This privacy statement sets out our current policies and demonstrates our commitment to your privacy. Our privacy policy may change at any time in the future for compliance purposes. You agree to revisit this page regularly and your continued access to or use of the Website will represent your consent to these changes.

Purpose of the Data processing

We are required to maintain certain personal data about individuals for the purposes of satisfying our operational and legal obligations (to open an account, client due diligence, money laundering prevention, transact business effectively and to safeguard your assets and your privacy). We recognise the importance of correct and lawful treatment of personal data as it helps to maintain confidence in our organisation and to ensure efficient and successful outcomes when using this data.

We only use personal information as legally appropriate to provide you with a high quality of service and security. We may use the personal data collected from you to verify your identity and contact information. We may also use this information to establish and set up your trading account, issue an account number and a secure password, maintain your account activity, and contact you with account information. This information helps us improve our services, satisfy financial regulation and inform you about new products, services or promotions that may be of interest to you.

Personal data may consist of data kept on paper, computer or other electronic media; all of which is protected under the GDPR.

Principles of the Data processing

All data is :

Personal Data We Collect

We may collect and process the following data about you:

The types of personal data that we may process, for instance, include information about current, past and prospective clients and customers, website visitors, etc. with whom we have dealings. This information includes information required to communicate with you, including your name, mailing address, telephone number, email address, date of birth, ID and your location information.

We may also ask you for information when you report a problem with the Site. If you contact us, we may keep a record of that correspondence. We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.

You have choices about the data we collect. When you are asked to provide personal data, you may decline. You are also entitled to have the Firm erase your personal data, cease further dissemination of the data and potentially have third parties halt processing of the data. The withdrawal of consent does not affect the lawfulness of processing based on consent before its withdrawal however, if you choose not to provide data that is necessary to provide a service or feature or to withdraw the data that is still relevant to original purposes of processing, you may not be able to use that service or feature.

The data we collect depends on the context of your interactions with the Company, the choices you make, including your privacy settings, and the service and features you use.

Use of Cookies

Cookies are small text files sent from the Web server to your computer. We use cookies to assist us in securing your trading activities and to enhance the performance of our Website. Cookies used by us do not contain any personal information, nor do they contain account or password information. They merely allow the site to recognise that a page request comes from someone who has already logged on.

We may share Website usage information about visitors to the Website with reputable advertising companies for targeting our Internet banner advertisements on this site and other sites. For this purpose, pixel tags (also called clear GIFs or web beacons), may be used to note the pages you've visited. The information collected by the advertising company using these pixel tags is not personally identifiable.

To administer and improve our Website, we may use a third party to track and analyse usage and statistical volume information including page requests, form requests, and click paths. The third party may use cookies to track behavior and may set cookies on behalf of us. These cookies do not contain any personally identifiable information.

Reasons We share Personal Data

We share your personal data with your consent or as necessary to complete any transaction or provide any service you have requested or authorised. We also share data with:

Our affiliates and partners.

We may share information with affiliates if the information is required to provide the product or service you have requested, or to provide you with the opportunity to participate in the products or services our affiliates offer. We may also forge partnerships and alliances, which may include joint marketing agreements, with other companies who offer high-quality products and services that might be of value to our Customers.

To ensure that these products and services meet your needs and are delivered in a manner that is useful and relevant, we may share some information with partners, affiliates and alliances. This allows them to better understand the offers that are most relevant and useful to yourself. The use of your personal information is limited to the purposes identified in our relationship with the partner or affiliate.

Non-affiliated third parties.

We do not sell, license, lease or otherwise disclose your personal information to any third party for any reason, except as described below.

We reserve the right to disclose your personal information to third parties when required to do so by law to regulatory, law enforcement or other government authorities. We may also disclose your information as necessary to credit reporting or collection agencies. We may also disclose your information to non-affiliated third parties if it is necessary to protect the Company's rights or property.

To help us improve our services to you, we may engage another business to help us to carry out certain internal functions such as account processing, fulfillment, client service, client satisfaction surveys or other data collection activities relevant to our business. We may also provide a party with Customer information from our database to help us to analyse and identify Customer needs and notify Customers of product and service offerings.

Use of the shared information is strictly limited to the performance of the task we request and for no other purpose. All third parties with which we share personal information are required to protect personal information in a manner similar to the way we protect personal information. We use a variety of legal mechanisms, including contracts, to help insure your rights and protections.

Restriction of responsibility

If at any time you choose to purchase a product or service offered by another company, any personal information you share with that company will no longer be controlled under our Privacy Policy. We are not responsible for the privacy policies or the content of sites we link to and have no control of the use or protection of information provided by you or collected by those sites.

Whenever you elect to link to a co-branded Web site or to a linked Web site, you may be asked to provide registration or other information. Please note that the information you are providing is going to a third party, and you should familiarise yourself with the privacy policy provided by that third party.

Access to Personal Data

All individuals who are the subject of personal data held by us are entitled to:

If you cannot access certain information and personal data collected by the Firm, you can always contact the Company at [email protected] We will respond to requests to access or delete your personal data within 30 days.

Breach of Personal Data

In the case of a personal data breach, the Company shall without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the supervisory authority- Information Commissioner's Office, UK (ICO)unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons. Where the notification to ICO is not made within 72 hours, it shall be accompanied by reasons for the delay according to the Article 33 of GDPR.

Where Personal Data is stores and processed

Personal data collected by the Company may be stored and processed in your region or in any other country where the Company or its affiliates, subsidiaries or service providers maintain facilities. Typically, the primary storage location is in the client's region or in the UK, often with a backup to a datacentre in another region.

The storage location(s) are chosen to operate efficiently, to improve performance, and to create redundancies to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect under this privacy statement is processed according to the provisions of this statement and the requirements of applicable law wherever the data is located.

We transfer personal data from the European Economic Area to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When we do, we use a variety of legal mechanisms, including contracts, to help ensure your rights and protections travel with your data.

Retention of Personal Data

The Company retains personal data for as long as necessary to provide the services, or for other essential purposes such as complying with our legal obligations, including as an authorised financial services provider, resolving disputes, and enforcing our agreements. Because these needs can vary for different data types in the context of various products, actual retention periods may vary significantly. The criteria used to determine the retention periods include, for example:

Changes to this Privacy Policy

From time to time, we may update this Privacy Policy. In the event we materially change this Privacy Policy, the revised Privacy Policy will promptly be posted to the websites and we will post a notice on our websites informing you of such changes.

You agree to accept posting of a revised Privacy Policy electronically on the Website as actual notice to you. Any dispute over our Privacy Policy is subject to this notice and our Customer Agreement.

We encourage you to periodically check and review this policy so that you will always know what information we collect, how we use it, and to whom we disclose it. If you have any questions that this statement does not address, please contact us via [email protected]

Contact

If you have a privacy concern, complaint or a question for the Data Protection Officer, please contact us via [email protected] We will respond to questions or concerns within 30 days.

Unless otherwise stated, the Firm is a data controller for personal data we collect through the services subject to this statement. The Company is a private limited company under Companies House number 08279988 The registered address 34 Westway, Caterham On the Hill, Surrey, England, CR3 5TP The Firm's Compliance Officer is also the person responsible for data protection as the Data Protection Officer. The address for correspondence is 11-12 Token House Yard, London, EC2R 7AS. Telephone: 020 7709 2038.


Risk disclosure notice

General

In this Risk Disclosure Notice, "we", "our" or "us" shall mean VIBHS Financial Ltd, a company registered in England and Wales under number 08279988, whose registered office is at 11-12 Tokenhouse Yard, London EC2R 7AS. We are authorised and regulated by the Financial Conduct Authority ("FCA") under Firm Reference Number 613381. In this Risk Disclosure Notice, "you" or "your" shall mean you as the client.

This Risk Disclosure Notice is provided to you, as a Retail Client, in compliance with the rules of the FCA. Retail Clients are afforded the most protections under these rules.

This notice cannot disclose all the risks and other significant aspects of products such as futures, options, interests in investments and contracts for differences. You should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position. Certain strategies, such as a 'spread' position or a 'straddle', may be as risky as a simple 'long' or 'short' position.

Although derivative instruments can be utilised for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the following points.

Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash.

They carry a high degree of risk. The 'gearing' or 'leverage' often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you.

Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements, which are set out in paragraph 7 below.

Options

There are many different types of options with different characteristics subject to the following conditions.

Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges however, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described in paragraphs 2 and 7.

If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (when the options will be known as 'covered call options') the risk is reduced. If you do not own the underlying asset ('uncovered call options') the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

Certain London Stock Exchange member firms under special exchange rules write a particular type of option called a 'traditional option'. These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to close out an open position or to affect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

Contracts for Differences

Futures and options contracts which are settled in cash can also be referred to as contracts for differences. These can be options and futures on the FTSE 100 index or any other index, as well as currency and interest rate swaps. However, unlike other commodity futures and options, these contracts can only be settled in cash.

Investing in a contract for differences carries the same risks as investing in a future or an option and you should be aware of these as set out in clauses 2 and 3 respectively.

Transactions in contracts for differences may also have a contingent liability and you should be aware of the implications of this as set out in clause 7.

Off-exchange Transactions in Derivatives

It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off-exchange derivative transaction. We should make it clear to you if you are entering into an off-exchange derivative transaction.

While some off-exchange markets are highly liquid, transactions in off-exchange or 'non-transferable' derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk.

Bid prices and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is.

Foreign Markets

Foreign markets may involve different risks from UK markets. In some cases the risks will be greater. On request, we should provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which we will accept liability for any default of a foreign firm through whom we deal.

The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

Contingent Liability Investment Transactions

Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately.

If you trade in futures contracts for differences or sell options, you may sustain a total loss of the margin you deposit with us to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit.

Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.

Save as specifically provided by the FCA, we may only carry out margined or contingent liability transactions with or for you if they are traded on or under the rules of a recognized or designated investment exchange. Contingent liability investment transactions which are not so traded may expose you to substantially greater risks.

Limited Liability Transactions

Before entering into a limited liability transaction, you should obtain from us a formal written statement confirming that the extent of your loss liability on each transaction will be limited to an amount agreed by you before you enter into the transaction.

The amount you can lose in limited liability transactions will be less than in other margined transactions, which have no predetermined loss limit nevertheless, even though the extent of loss will be subject to the agreed limit, you may sustain the loss in a relatively short time. Your loss may be limited, but the risk of sustaining a total loss to the amount agreed is substantial.

Collateral

If you deposit collateral as security with us, the way in which it will be treated will vary according to the type of transaction, the type of client categorization you fall within, and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognized or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying, or trading off-exchange, and whether you are a Retail Client or otherwise (please see clause 2.2 of the Client Agreement for further information). Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken.

Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited, and may have to accept payment in cash. You should ascertain from us how your collateral will be dealt with before depositing collateral with us.

Commissions

Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.

Suspensions of Trading

Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

Clearing House Protections

On many exchanges, the performance of a transaction by us (or third party with whom we are dealing on your behalf) is 'guaranteed' by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the client, and may not protect you if we or another party defaults on its obligations to you. On request, we should explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments which are not traded under the rules of a recognized or designated investment exchange.

Insolvency

Our insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and you may have to accept any available payments in cash. On request, we should provide you with an explanation of the extent to which we will accept liability for any insolvency of, or default by, other firms involved with your transactions.

If after reading this document, you do not understand any of the risk warnings set out above, please contact us before continuing or seek advice from an independent financial services advisor.


Piller III Disclosures Policy

1) INTRODUCTION

Usage of this Pillar III Disclosures policy must be in conjunction with VIBHS Financial Limited's ("VIBHS") Compliance Manual and other company policies and procedures currently in effect and those yet to be introduced.

Reference to the Compliance Officer throughout this policy includes in their absence, their appointed deputy. For the benefit of clarity an appointed deputy will be defined as any one person from:

The Chief Executive Officer ("CEO"), being a Financial Conduct Authority ("FCA") Approved Person;

In the absence of (i) above, another Director of VIBHS, also being an FCA Approved Person and in association with (iii) below;

The Compliance Assistant (if required).

References to the masculine include the feminine. Items in italics have their essence defined in the FCA's Glossary. Refer to the Compliance department if you require further information. This Pillar III Disclosures policy must not be reproduced or provided to third parties without prior reference to the Compliance Officer and their subsequent approval.

1.1) Sponsor

This policy is sponsored by VIBHS' Executive Management and will be maintained by the company's Compliance Officer, therefore any queries and / or suggestions for change should be addressed to the firm's Compliance Officer.

1.2) VIBHS' regulated status

VIBHS is currently authorised and regulated by the FCA under Firm Reference Number ("FRN") 613381 and is a Limited License IFPRU €125k license firm.

2) IMPLIED PRACTICAL INTERPRETATION OF BIPRU CHAPTER 11 AND ITS IMPACT ON VIBHS

It is not the purpose of this policy to dilute the requirements embedded in chapter 11 of the FCA's Prudential Sourcebook for Banks, Building Societies and Investment Firms ("BIPRU"), where all Pillar III Disclosure Requirements are determined including the requirement upon VIBHS to establish, implement and maintain an effective Disclosures policy that is set out in writing (BIPRU 11.3.3R) however, it is reasonable for the firm when determining the required disclosures and the manner of their publication to appropriately consider the size and organisation of the firm and the nature, scale and complexity of its business.

3) PRACTICAL IMPLEMENTATION BY VIBHS TO SATISFY THE REQUIREMENTS OF BIPRU CHAPTER 11

A separate landing page will be set up on VIBHS' website called 'Pillar III Disclosures'. Within this area the firm's senior management will place the following information:

The most recent but abridged and therefore non-commercially sensitive version of VIBHS' Business Plan;

VIBHS' most up-to-date ICAAP Policy;

The most recent version of VIBHS' annual audited accounts;

The firm's most up-to-date other, relevant management information identified at the time of publication but nonetheless reviewed on a monthly basis;

The latest version of the firm's Remuneration Policy; and

The most up-to-date version of this PILLAR III DISCLOSURES POLICY.

Whilst chapters 4 - 9 of this policy outline the full disclosure requirements under BIPRU 11, VIBHS feel that the practical disclosure of items (i) to (vii) in the manner prescribed and in keeping with chapter 2 above, will satisfy the regulator and ensure the firm's ongoing compliance with BIPRU 11, in keeping with the size, nature and complexity of the firm and its business.

4) POLICY GOVERNING THE DISCLOSURE OF PILLAR III REQUIREMENTS

4.1) Application and Purpose

Under BIPRU 11.1.1R, this requirement applies to all BIPRU defined firms and its purpose is to implement Articles 68(3), 72, 145 and 149 as well as Annex XII of the Banking Consolidation Directive ("BCD") and Article 2 (in part), point 3 of Article 23 (in part) and Article 39 of the Capital Adequacy Directive.

5) BASIS OF DISCLOSURES

5.1) Disclosure on an Individual Basis

In compliance with BIPRU 11.2.1R, BIPRU 11.3 must be complied with on an individual basis if the firm is neither a parent undertaking nor a subsidiary undertaking, or if the firm is excluded from a UK consolidation group or non-EEA sub-group pursuant to BIPRU 8.5 or if it is part of a group which has been granted an investment firm consolidation waiver under BIPRU 8.4.

6) DISCLOSURES: INFORMATION TO BE DISCLOSED; FREQUENCY, MEDIA AND LOCATION OF DISCLOSURES; VERIFICATION

6.1) Information to be Disclosed

VIBHS must publicly disclose the information laid down in BIPRU 11.5 subject to the provisions laid down in BIPRU 11.3.5R to BIPRU 11.3.7R. Under BIPRU 11.3.2R, if the firm has an IRB permission it must publicly disclose the information laid down in BIPRU 11.6.1R to BIPRU 11.6.4R. Also, if VIBHS recognises credit risk mitigation in accordance with BIPRU 5, it must publicly disclose the information laid down in BIPRU 11.6.5R and if at any time the firm uses the advanced measurement approach for the calculation of its operational risk capital requirement, it must publicly disclose the information laid down in BIPRU 11.6.6R.

6.2) Disclosure Policy

In keeping with BIPRU 11.3.3R, VIBHS must adopt a formal policy to comply with the disclosure requirements laid down in BIPRU 11.3.1R and BIPRU 11.3.2R and have policies for assessing the appropriateness of its disclosures, including their verification and frequency.

The Directive of the European Parliament and the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (No 2006/48/EC).

The Directive of the European Parliament and the Council of 14 June 2006 on capital adequacy of investment firms and credit institutions (No 2006/49/EC).

Please refer to the FSA's glossary at http://fsahandbook.info/FSA/glossary-html/handbook/Glossary/I?definition=G2169

VIBHS must also have policies for assessing whether its disclosures convey its risk profile comprehensively to market participants. Where those disclosures do not convey its risk profile comprehensively to market participants, the firm must publicly disclose the information necessary in addition to that required according to BIPRU 11.3.3R(1). However, VIBHS may omit one or more items of information if those items are not, in the light of the criterion specified in BIPRU 11.4.1R, regarded as material or if those items are, in the light of the criteria specified in BIPRU 11.4.2R and BIPRU 11.4.3R, regarded as proprietary or confidential.

6.3) Exemption from Disclosure: Materiality

Under BIPRU 11.3.5R VIBHS may omit one or more of the disclosures listed in BIPRU 11.5 if the information provided by such disclosures can be defined by BIPRU 11.4.1R as material.

6.4) Exemption from Disclosure: Proprietary or Confidential Information

VIBHS may omit one or more items of information included in the disclosures listed in BIPRU 11.5 and BIPRU 11.6 if those items include information which can be regarded as proprietary or confidential under BIPRU 11.4.2R and BIPRU 11.4.3R.

In these exceptional cases referred to in BIPRU 11.3.6R, the firm must state in its disclosures the fact that the specific items of information are not disclosed and the reason(s) for non-disclosure. The firm should also publish more general information about the subject matter of the disclosure requirement, except where these are to be classified as secret or confidential under the same FCA regulations i.e., BIPRU 11.4.2R and BIPRU 11.4.3R.

6.5) Frequency of Publication

To remain compliant with BIPRU 11.3.8R, VIBHS must publish the disclosures required under BIPRU 11.3.1R to BIPRU 11.3.5R on an annual basis at a minimum and publish disclosures as soon as practicable. It must also determine whether more frequent publication than is provided for in BIPRU 11.3.8R is necessary in accordance with BIPRU 11.4.4R.

6.6) Media and Location of Publication

VIBHS may determine in keeping with BIPRU 11.3.10R, the appropriate medium, location and means of verification to comply effectively with the disclosure requirements laid down in BIPRU 11.3.1R to BIPRU 11.3.4R and where feasible, must provide all disclosures in one medium or location. It should also be noted that equivalent disclosures made by VIBHS under accounting, listing or other requirements may be deemed to constitute compliance with the aforementioned regulations but if disclosures are not included in the financial statements, the firm must indicate where they can be found.

7) TECHNICAL CRITERIA ON DISCLOSURE: GENERAL CRITERIA

7.1) Criterion for Materiality

Under BIPRU 11.4.1R, VIBHS must regard information as material in disclosures if its omission or misstatement could change or influence the assessment or decision of a user relying on that information for the purpose of making economic decisions.

7.2) Criteria: Proprietary and Confidential Information

VIBHS must regard information as proprietary information if sharing that information with the public would undermine its competitive position and may include information on products or systems which if shared with competitors, would render a firm's investments therein less valuable.

VIBHS must also regard information as confidential if there are obligations to customers or other counterparty relationships binding the firm to confidentiality.

7.3) Criteria: Frequency of Publication

In compliance with BIPRU 11.4.4R VIBHS must assess the need to publish some or all disclosures more frequently than annually in the light of the relevant characteristics of its business such as its:

Scale of operations;

Range of activities;

Presence in different countries;

Involvement in different financial sectors;

Participation in international financial markets; and

Participation in payment, settlement and clearing systems.

In making this assessment VIBHS must pay particular attention to the possible need for more frequent disclosure of:

Items of information laid down in BIPRU 11.5.3R(2) and BIPRU 11.5.3R(5), and BIPRU 11.5.4R(2) - BIPRU 11.5.4R(5); and

Information on risk exposure and other items prone to rapid change.

8) TECHNICAL CRITERIA ON DISCLOSURE: GENERAL REQUIREMENTS

8.1) Disclosure: Risk Management Objectives and Policies

Under BIPRU 11.5.1R VIBHS must disclose its risk management objectives and policies for each separate category of risk, including the risks referred to under BIPRU 11.5.1R to BIPRU 11.5.17R. These disclosures must include:

The strategies and processes to manage those risks;

The structure and organisation of the relevant risk management function or other appropriate arrangements;

The scope and nature of risk reporting and measurement systems; and

The policies for hedging and mitigating risk and the strategies and processes for monitoring the continuing effectiveness of hedges and mitigants.

8.2) Disclosure: Scope of Application of Directive Requirements

VIBHS must disclose the following information regarding the scope of application of the requirements of the BCD being:

The name of the firm which is the subject of the disclosures;

An outline of the differences in the basis of consolidation for accounting and prudential purposes, with a brief description of the entities that are:

Fully consolidated;

Proportionally consolidated;

Deducted from capital resources; and

Neither consolidated nor deducted;

Any current or foreseen material practical or legal impediment to the prompt transfer of capital resources or repayment of liabilities among the parent undertaking and its subsidiary undertakings;

The aggregate amount by which the actual capital resources are less than the required minimum in all subsidiary undertakings not included in the consolidation and the name or names of such subsidiary undertakings; and

If applicable, the circumstance of making use of the provisions laid down in BIPRU 2.1 - Solo consolidation waiver.

8.3) Disclosure: Capital Resources

To remain compliant with BIPRU 11.5.3R VIBHS must disclose the following information regarding its capital resources:

Summary information on the terms and conditions of the main features of all capital resources items and components thereof, including:

Hybrid capital;

Capital instruments which provide an incentive for the firm to redeem them; and

Capital instruments which the firm treats as tier one capital under GENPRU TP8A;

Tier one capital resources, with separate disclosure of:

All positive items and deductions;

The overall amount of hybrid capital, with specification of those instruments treated as tier one capital under GENPRU TP 8A.1; and

The overall amount of capital instruments that provide for an incentive to redeem them, with specification of those instruments treated as tier one capital under GENPRU TP 8A.1;

The total amount (for the purposes of (iii), the total amount must be stated gross of deductions) of:

Tier two capital resources plus any innovative tier one capital resources; and

Tier three capital resources;

Deductions from tier one capital resources and tier two capital resources, with separate disclosure of items referred to in GENPRU 2.2.236R; and

Total capital resources, net of deductions in GENPRU 2.2 and limits laid down in GENPRU 2.2.25R to GENPRU 2.2.30R and GENPRU 2.2.42R to GENPRU 2.2.50R.

8.4) Disclosure: Compliance with BIPRU 3, BIPRU 4, BIPRU 6, BIPRU 7, BIPRU 10 and the Overall Pillar II Rule

VIBHS must disclose the following information regarding compliance with BIPRU 3, BIPRU 4, BIPRU 6, BIPRU 7, BIPRU 10 and the overall Pillar 2 rule:

A summary of the firm's approach to assessing the adequacy of its internal capital to support current and future activities;

For a firm calculating risk weighted exposure amounts in accordance with the standardised approach to credit risk, 8% of the risk weighted exposure amounts for each of the standardised credit risk exposure classes;

For a firm calculating risk weighted exposure amounts in accordance with the IRB approach, 8% of the risk weighted exposure amounts for each of the IRB exposure classes;

The firm's minimum capital requirements for the following: In respect of its trading-book business, its:

Interest rate PRR;

Equity PRR;

Option PRR;

Collective investment schemes PRR;

Counterparty risk capital component;

Concentration risk capital component; and

In respect of all of its business activities, its:

Commodity PRR; and

Foreign currency PRR;

Its operational risk capital requirement calculated in accordance with the basic indicator approach, the standardised approach and the advanced measurement approach and disclosed separately.

For retail exposures, the requirement under 6.4(iii) above applies to each of the following categories:

Exposures to retail SMEs;

Retail exposures secured by real estate collateral;

Qualifying revolving retail exposures; and

Other retail exposures.

For equity exposures, the requirement under 6.4(iii) above applies to:

Each of the approaches ( the simple risk weight approach, the PD/LGD approach and the internal models approach) provided for in BIPRU 4.7.5R to BIPRU 4.7.6R, BIPRU 4.7.9R to BIPRU 4.7.11R, BIPRU 4.7.14R to BIPRU 4.7.16R, BIPRU 4.7.24R to BIPRU 4.7.25 R;

Exchange traded exposures, private equity exposures in sufficiently diversified portfolios and other exposures;

Exposures subject to supervisory transition regarding capital requirements; and

Exposures subject to grandfathering provisions regarding capital requirements.

Under BIPRU 11.5.7R VIBHS must disclose the following information regarding its exposure to counterparty credit risk:

A discussion of the methodology used to assign internal capital and credit limits for counterparty credit exposures;

A discussion of policies for securing collateral and establishing credit reserves;

A discussion of policies with respect to wrong-way risk exposures;

A discussion of the impact of the amount of collateral the firm would have to provide given a downgrade in its credit rating;

Gross positive fair value of contracts, netting benefits, netted current credit exposure, collateral held and 'net derivatives credit exposure', where 'net derivatives credit exposure' is the credit exposure on derivatives transactions after considering both the benefits from legally enforceable netting agreements and collateral arrangements;

Measures for exposure value under the CCR mark to market method, the CCR standardised method or the CCR internal model method, whichever is applicable;

The notional value of credit derivative hedges, and the distribution of current credit exposure by types of credit exposure;

Credit derivative transactions (notional), segregated between use for the firm's own credit portfolio, as well as in its intermediation activities, including the distribution of the credit derivatives products used, broken down further by protection bought and sold within each product group; and

The estimate of alpha (α) if the firm's CCR internal model method permission permits it to estimate α.

8.5) Disclosure: Credit and Dilution Risk

To remain compliant with BIPRU 11.5.8R VIBHS must disclose the following information regarding its exposure to credit risk and dilution risk:

The definitions for accounting purposes of past due and impaired;

A description of the approaches and methods adopted for determining value adjustments and provisions;

The total amount of exposures after accounting offsets and without taking into account the effects of credit risk mitigation and the average amount of the exposures over the period broken down by different types of exposure classes;

The geographic distribution of the exposures, broken down in significant areas by material exposure classes, and further detailed if appropriate;

The distribution of the exposures by industry or counterparty type, broken down by exposure classes, and further detailed if appropriate;

The residual maturity breakdown of all the exposures, broken down by exposure classes, and further detailed if appropriate;

By significant industry or counterparty type, the amount of:

Impaired exposures and past due exposures, provided separately;

Value adjustments and provisions; and

Charges for value adjustments during the period;

The amount of the impaired exposures and past due exposures, provided separately, broken down by the significant geographical areas including, if practical, the amounts of value adjustments and provisions related to each geographical area;

The reconciliation of changes in the value adjustments and provisions for impaired exposures, shown separately; and

Value adjustments and recoveries recorded directly to the income statement must be disclosed separately.

In accordance with BIPRU 11.5.9R the information to be disclosed under 6.5(ix) above must comprise:

A description of the type of value adjustments and provisions;

The opening balances;

The amounts taken against the provisions during the period;

The amounts set aside or reversed for estimated probable losses on exposures during the period, any other adjustments including those determined by exchange rate differences, business combinations, acquisitions and disposals of subsidiary undertakings, and transfers between provisions; and

The closing balances.

8.6) Disclosure: Firms Calculating Risk-Weighted Exposure Amounts in Accordance with the Standardised Approach.

Under BIPRU 11.5.10R for a firm calculating risk weighted exposure amounts in accordance with the standardised approach to credit risk, the following information must be disclosed for each of the standardised credit risk exposure classes;

The names of the nominated ECAIs and export credit agencies and the reasons for any changes;

The standardised credit risk exposure classes for which each ECAI or export credit agency is used;

A description of the process used to transfer the issuer and issue credit assessments onto items not included in the trading book;

The association of the external rating of each nominated ECAI or export credit agency with the credit quality steps prescribed in BIPRU 3, taking into account that this information need not be disclosed if the firm complies with the credit quality assessment scale; and

The exposure values and the exposure values after credit risk mitigation associated with each credit quality step prescribed in BIPRU 3, as well as those deducted from capital resources.

8.7) Disclosure: Firms Calculating Risk-Weighted Exposure Amounts Using the IRB Approach.

To remain compliant with BIPRU 11.5.11R a firm calculating risk weighted exposure amounts for specialised lending exposures in accordance with BIPRU 4.5.8R to BIPRU 4.5.10R or equity exposures in accordance with BIPRU 4.7.9R to BIPRU 4.7.10R (the simple risk weight approach) must disclose the exposures assigned:

To each category of the table in BIPRU 4.5.9R; or

To each risk weight mentioned in BIPRU 4.7.9R to BIPRU 4.7.10R.

8.8) Disclosure: Market Risk

As per BIPRU 11.5.12R VIBHS must disclose its capital resources requirements separately for each risk referred to in (i), (ii) and (iii):

In respect of its trading-book business, its:

Interest rate PRR;

Equity PRR;

Option PRR;

Collective investment schemes PRR;

Counterparty risk capital component; and

Concentration risk capital component; and

In respect of all of its business activities, its:

Commodity PRR; and

Foreign currency PRR; and

Its specific interest-rate risk of securitisation positions.

8.9) Disclosure: Use of a VaR Model for the Calculation of the Market Risk Capital Requirement.

BIPRU 11.5.13R dictates that the following information must be disclosed by a firm which calculates its market risk capital requirement using a VaR model:

For each sub-portfolio covered:

The characteristics of the models used;

A description of stress testing applied to the sub-portfolio;

A description of the approaches used for back-testing and validating the accuracy and consistency of the internal models and modelling processes;

For the capital charges calculated according to the incremental risk charge and the all price risk measure separately, the methodologies used and the risks measured through the use of an internal model, including a description of the approach used by the firm to determine liquidity horizons, the methodologies used to achieve a capital assessment that is consistent with the required soundness standard and the approaches used in the validation of the model;

The scope of the firm's VaR model permission;

A description of the extent and methodologies for compliance with the requirements set out in GENPRU 1.3.13R(2) and GENPRU 1.3.13R(3) and GENPRU 1.3.14R to GENPRU 1.3.34R;

The highest, the lowest and the mean of the following:

The daily VaR measures over the reporting period and the VaR measure as per the period end;

The stressed VaR measures over the reporting period and the stressed VaR measure as per the period end;

The capital charge according to the incremental risk charge over the reporting period and as per the period end;

The capital charge according to the all price risk measure over the reporting period and as per the period end;

The amount of capital according to the incremental risk charge and the amount of capital according to the all price risk measure shown separately, together with the weighted average liquidity horizon for each sub-portfolio covered; and

A comparison of the daily end-of-day VaR measures to the one-day changes of the portfolio's value by the end of the subsequent business day together with an analysis of any important overshooting during the reporting period.

8.10) Disclosure: Operational Risk

BIPRU 11.5.14R determines that the following information must be disclosed by a firm on operational risk:

The approaches for the assessment of the operational risk capital requirement that the firm qualifies for; and

if the firm uses the advanced measurement approach:

A description of the methodology used in the advanced measurement approach, including a discussion of relevant internal and external factors considered in the firm's measurement approach; and

In the case of partial use, the scope and coverage of the different methodologies used.

8.11) Disclosure: Non-Trading Book Exposures in Equities

To remain compliant with BIPRU 11.5.15R VIBHS must disclose the following information regarding the exposures in equities not included in the trading book:

The differentiation between exposures based on their objectives, including for capital gains relationship and strategic reasons, and an overview of the accounting techniques and valuation methodologies used, including key assumptions and practices affecting valuation and any significant changes in these practices;

The balance sheet value, the fair value and, for those exchange-traded, a comparison to the market price where it is materially different from the fair value;

The types, nature and amounts of exchange-traded exposures, private equity exposures in sufficiently diversified portfolios, and other exposures;

The cumulative realised gains or losses arising from sales and liquidations in the period; and

The total unrealised gains or losses, the total latent revaluation gains or losses, and any of these amounts included in tier one, tier two or tier three capital resources.

8.12) Disclosures: Exposures to Interest Rate Risk in the Non-Trading Book.

BIPRU 11.5.16R states that VIBHS must disclose the following information on its exposure to interest rate risk on positions not included in the trading book:

The nature of the interest rate risk and the key assumptions (including assumptions regarding loan prepayments and behaviour of non-maturity deposits), and frequency of measurement of the interest rate risk; and

The variation in earnings, economic value or other relevant measure used by the management for upward and downward rate shocks according to management's method for measuring the interest rate risk, broken down by currency.

8.13) Disclosures: Securitisation

BIPRU 11.5.17R is a complex rule governing where a firm calculating risk weighted exposure amounts in accordance with BIPRU 9 or capital resource requirements according to BIPRU 7.2.48AR to BIPRU 7.2.48KR must disclose the following information, where relevant separately for its trading book and non-trading book (note that the rule paragraph reference numbers have been retained for easier cross-referencing to the BIPRU Sourcebook):

(1) - A description of the firm's objectives in relation to securitisation activity;

(1A) - The nature of other risks, including liquidity risk inherent in securitised assets;

(1B) - The type of risks in terms of seniority of underlying securitisation positions and in terms of assets underlying these latter securitisation positions assumed and retained with resecuritisation activity;

(2) - The different roles played by the firm in the securitisation process;

(3) - An indication of the extent of the firm's involvement in each of them;

(3A) - A description of the processes in place to monitor changes in the credit and market risk of securitisation exposures, including how the behaviour of the underlying assets impacts securitisation positions and a description of how those processes differ for resecuritisation positions;

(3B) - A description of the firm's policy governing the use of hedging and unfunded protection to mitigate the risks of retained securitisation and resecuritisation positions, including identification of material hedge counterparties by relevant type of risk exposure;

(4) - The approaches to calculating risk weighted exposure amounts that the firm follows for its securitisation activities, including the types of securitisation exposures to which each approach applies;

(4A) - The types of SSPEs that the firm, as sponsor, uses to securitise third-party exposures, including whether, and in what form, and to what extent, the firm has exposures to these SSPEs, separately for on and off-balance sheet exposures, as well as a list of the entities that the firm manages, or advises, and that invest in either the securitisation positions that the firm has securitised or in SSPEs that the firm sponsors;

(5) - A summary of the firm's accounting policies for securitisation activities, including:

Whether the transactions are treated as sales or financings;

The recognition of gains on sales;

The methods, key assumptions, inputs and the changes from the previous period for valuing securitisation positions;

The treatment of synthetic securitisations if this is not covered by other accounting policies;

How assets awaiting securitisation are valued and whether they are recorded in the firm's non-trading book or trading book; and

Policies for recognising liabilities on the balance sheet for arrangements that could require the firm to provide financial support for securitised assets;

(6) - The names of the ECAIs used for securitisations and the types of exposure for which each agency is used;

(6A) - Where applicable, a description of the ABCP internal assessment approach as set out in BIPRU 9.12.20R including the structure of the internal assessment process and relation between internal assessment and external ratings, the use of internal assessment other than for ABCP internal assessment approach capital purposes, the control mechanisms for the internal assessment process (including discussion of independence, accountability, and internal assessment process review), the exposure types to which the internal assessment process is applied and the stress factors used for determining credit enhancement levels, by exposure type;

(6B) - An explanation of significant changes to any of the quantitative disclosures in (8) and (13) to (15) since the last reporting period;

(7) - Deleted from BIPRU;

(8) - For the non-trading book and for exposures securitised by the firm, the amount of impaired and past due exposures securitised, and the losses recognised by the firm during the current period, broken down by exposure type;

(9) - Deleted from BIPRU;

(10) - Deleted from BIPRU;

(11) - Deleted from BIPRU;

(12) - Deleted from BIPRU;

(13) - Separately for the trading book and the non-trading book, the following information broken down by exposure type:

The total outstanding amount of exposures securitised by the firm, separately for traditional securitisations and synthetic securitisations, and securitisations for which the firm acts only as sponsor;

The aggregate amount of on-balance sheet securitisation positions retained or purchased, and off-balance sheet securitisation exposures;

The aggregate amount of assets awaiting securitisation;

For securitised facilities subject to an early amortisation provision, the aggregate drawn-down exposures attributed to the originator's and investors' interests respectively, the aggregate capital resources requirement incurred by the firm against the originator's interest and the aggregate capital resources requirement incurred by the firm against the investors' shares of drawn balances and undrawn lines;

The amount of securitisation positions that have been risk weighted at 1250% or deducted; and

A summary of the securitisation activity of the current period, including the amount of exposures securitised and recognised gain or loss on sale;

(14) - Separately for the trading book and the non-trading book, the following information:

The aggregate amount of securitisation positions retained or purchased and the associated capital resources requirements, broken down by securitisation and resecuritisation exposures, and further broken down into a meaningful number of risk weight or capital resources requirement bands, for each capital resources requirement approach used; and

The aggregate amount of resecuritisation exposures retained or purchased, broken down according to the exposure before and after hedging or insurance, and the exposure to financial guarantors, broken down according to guarantor credit worthiness categories or guarantor name; and

(15) - For the trading book, the total outstanding exposures securitised by the firm and subject to a market risk capital requirement, broken down into traditional and synthetic, and by exposure type.

8.14) Disclosures: Remuneration

With regard to Remuneration and subject to BIPRU 11.5.18R VIBHS must disclose the following information, including regular, at least annual, updates, regarding its remuneration policy and practices for those categories of staff whose professional activities have a material impact on its risk profile:

Information concerning the decision-making process used for determining the remuneration policy, including if applicable, information about the composition and the mandate of a remuneration committee, the external consultant whose services have been used for the determination of the remuneration policy and the role of the relevant stakeholders;

Information on the link between pay and performance;

The most important design characteristics of the remuneration system, including information on the criteria used for performance measurement and risk adjustment, deferral policy and vesting criteria;

Information on the performance criteria on which the entitlement to shares, options or variable components of remuneration is based;

The main parameters and rationale for any variable component scheme and any other non-cash benefits;

Aggregate quantitative information on remuneration, broken down by business area;

Aggregate quantitative information on remuneration, broken down by senior management and members of staff whose actions have a material impact on the risk profile of the firm, indicating the following:

The amounts of remuneration for the financial year, split into fixed and variable remuneration, and the number of beneficiaries;

The amounts and forms of variable remuneration, split into cash, shares, share-linked instruments and other types;

The amounts of outstanding deferred remuneration, split into vested and unvested portions;

The amounts of deferred remuneration awarded during the financial year, paid out and reduced through performance adjustments;

New sign-on and severance payments made during the financial year, and the number of beneficiaries of those payments;

The amounts of severance payments awarded during the financial year, number of beneficiaries and highest such award to a single person.

Guidance determines that the FCA would normally consider the requirements to publish disclosures in accordance with BIPRU 11.3.8R and 11.3.9R in respect of BIPRU 11.5 as a whole to meet the requirement in paragraph 15 of Annex XII to the BCD to publish "regular, at least annual, updates" as implemented in BIPRU 11.5.18R.

BIPRU 11.5.2 0R instructs that:

A firm that is significant in terms of its size, internal organisation and the nature, scope and the complexity of its activities must also disclose the quantitative information referred to in BIPRU 11.5.18R at the level of senior personnel; and

Firms must comply with the requirements set out in BIPRU 11.5.18R in a manner that is appropriate to their size, internal organisation and the nature, scope and complexity of their activities and without prejudice to the UK or other national transposition of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

The FCA has given guidance for the purpose of providing a framework for complying with the disclosure requirements of BIPRU 11.5.18R in accordance with the proportionality test set out in BIPRU 11.5.2 0R(2). The guidance divides firms into four tiers and indicates which requirements should be complied with for each tier. It was published in the FCA's Policy Statement 10/21 - 'Implementing CRD requirements on the disclosure of remuneration: Feedback on CP10/27 and final rules.

In the FCA's view, the exemptions from disclosure provided for in BIPRU 11.3.5R - Materiality and BIPRU 11.3.6R - Proprietary or confidential information, are unlikely to apply to the disclosure required by BIPRU 11.5.18R - Having regard, amongst other things, to the fact that the requirements set out in BIPRU 11.5.18R are to be complied with in the manner described in BIPRU 11.5.2 0R(2)).


Remuneration Policy

1) PURPOSE

The aim of the Remuneration Code is to ensure that VIBHS Financial Limited ("VIBHS") has risk-focused remuneration policies which are consistent with and promote effective risk management and do not expose them to excessive risk. It expands upon the general organisational requirements in the Financial Conduct Authority's ("FCA") Senior Management Arrangements, Systems and Controls Sourcebook ("SYSC") chapter 4.

The Remuneration Code also fulfils the FCA's duty under section 139A of the Financial Services and Markets Act 2000 ("the Act") - General rules about remuneration, to have rules requiring certain firms to have and act in accordance with a remuneration policy which is consistent with the effective management of risks and with the Financial Stability Board's ("FSB") Compensation Standards.

2) NOTIFICATIONS TO THE FCA

The Remuneration Code does not contain specific notification requirements however general circumstances in which the FCA expects to be notified by firms of matters relating to their compliance with requirements under the regulatory system are set out in their Supervision Sourcebook ("SUP") chapter 15.3.

In particular, in relation to remuneration matters such circumstances should take into account unregulated activities as well as regulated activities and the activities of other members of a group and would include each of the following:

Significant breaches of the Remuneration Code, including any breach of a rule to which the detailed provisions on voiding and recovery in SYSC 19A Annex 1 apply;

Any proposed remuneration policies, procedures or practices which could:

Have a significant adverse impact on VIBHS' reputation; or

Affect the firm's ability to continue to provide adequate services to its customers and which could result in serious detriment to a customer of VIBHS; or

Result in serious financial consequences to the financial system or to other firms;

Any proposed changes to remuneration policies, practices or procedures which could have a significant impact on the firm's risk profile or resources;

Fraud, errors and other irregularities described in SUP 15.3.17R which may suggest weaknesses in, or be motivated by VIBHS' remuneration policies, procedures or practices.

Such notifications should be made immediately VIBHS becomes aware or has information which reasonably suggests such circumstances have occurred, may have occurred or may occur in the foreseeable future.

3) GENERAL REQUIREMENT - REMUNERATION POLICIES MUST PROMOTE EFFECTIVE RISK MANAGEMENT

VIBHS must establish, implement and maintain remuneration policies, procedures and practices that are consistent with and promote sound and effective risk management.

If the firm's remuneration policy is not aligned with effective risk management it is likely that employees will have incentives to act in ways that might undermine effective risk management.

The Remuneration Code covers all aspects of remuneration that could have a bearing on effective risk management including salaries, bonuses, long-term incentive plans, options, hiring bonuses, severance packages and pension arrangements. In applying the Remuneration Code, VIBHS should have regard to applicable good practice on remuneration and corporate governance, such as guidelines on executive contracts and severance produced by the Association of British Insurers ("ABI") and the National Association of Pension Funds ("NAPF"). In considering the risks arising from its remuneration policies the firm will also need to take into account its statutory duties in relation to equal pay and non-discrimination.

As with other aspects of VIBHS' systems and controls, in accordance with SYSC 4.1.2R remuneration policies, procedures and practices must be comprehensive and proportionate to the nature, scale and complexity of the common platform firm's activities. What VIBHS must do in order to comply with the Remuneration Code will therefore vary e.g., while the Remuneration Code refers to a firm's remuneration committee and risk management function, it may be appropriate for the governing body of a smaller firm to act as the remuneration committee and for the firm not to have a separate risk management function.

The principles in the Remuneration Code are used by the FCA to assess the quality of the firm's remuneration policies and whether they encourage excessive risk-taking by VIBHS' employees.

The FCA may also ask remuneration committees to provide the FCA with evidence of how well the firm's remuneration policies meet the Remuneration Code's principles, together with plans for improvement where there is a shortfall. The FCA also expects relevant firms to use the principles in assessing their exposure to risks arising from their remuneration policies as part of the internal capital adequacy assessment process ("ICAAP").

The Remuneration Code is principally concerned with the risks created by the way remuneration arrangements are structured, not with the absolute amount of remuneration, which is generally a matter for the firm's remuneration committee.

The specific remuneration requirements in this chapter may apply only in relation to certain categories of employee. But the FCA would expect firms, in complying with the Remuneration Code's general requirement, to apply certain principles on a firm-wide basis. In particular, the FCA considers that VIBHS should apply the principle relating to guaranteed variable remuneration on a firm-wide basis.

The FCA would also expect the firm to apply at least the following principles on a firm-wide basis:

Remuneration Principle 1 - Risk Management and Risk Tolerance;

Remuneration Principle 2 - Supporting Business Strategy, Objectives, Values and Long-term Interests of the Firm;

Remuneration Principle 3 -Avoiding Conflicts of Interest;

Remuneration Principle 4 - Governance;

Remuneration Principle 8 -Profit-based Measurement and Risk Adjustment;

Remuneration Principle 9 - Pension Policy;

Remuneration Principle 10 - Personal Investment Strategies;

Remuneration Principle 12(e) - Payments Related to Early Termination; and

Remuneration Principle 12(g) - Deferral.

4) RECORD KEEPING

In line with the record-keeping requirements in SYSC chapter 9, VIBHS should ensure that its remuneration policies, practices and procedures are clear and documented. Such policies, practices and procedures would include performance appraisal processes and decisions.

5) REMUNERATION PRINCIPLES FOR INVESTMENT FIRMS

5.1 Application: Groups

The firm must apply the requirements of this section at group, parent undertaking and subsidiary undertaking levels, including those subsidiaries established in a country or territory which is not an EEA State.

VIBHS must ensure that the risk management processes and internal control mechanisms at the level of any UK consolidation group or non-EEA sub-group of which it is a member comply with the obligations set out in this section on a consolidated or sub-consolidated basis.

5.2 Application: Categories of staff and proportionality

This section applies in relation to all Remuneration Code staff.

When establishing and applying the total remuneration policies for Remuneration Code staff, VIBHS must comply with this section in a way and to the extent that is appropriate to its size, internal organisation and the nature, scope and complexity of its activities in keeping with the Remuneration Principles Proportionality Rule.

Remuneration Code staff comprises categories of staff including senior management, risk-takers, staff engaged in control functions and any employee receiving total remuneration that takes them into the same remuneration bracket as senior management and risk-takers, whose professional activities have a material impact on the firm's risk profile.

VIBHS must:

Maintain a record of its Remuneration Code staff in accordance with the general record-keeping requirements in SYSC chapter 9; and

Take reasonable steps to ensure that its Remuneration Code staff understands the implications of their status including the potential for remuneration which does not comply with certain requirements of the Remuneration Code to be rendered void and recoverable by the firm.

In the FCA's view:

The firm's staff includes its employees;

Any person who performs a significant influence function for, or is a senior manager of VIBHS, would normally be expected to be part of the firm's Remuneration Code staff;

The table below provides a non-exhaustive list of examples of key positions that should subject to (d), be within the firm's definition of staff who are risk-takers;

VIBHS should consider how the examples in the table below apply in relation to their own organisational structure as the description of suggested business lines in the first row may be most appropriate to a firm which deals on its own account to a significant extent;

The firm should find it useful to set its own metrics to identify their risk-takers e.g., based on trading limits; and

VIBHS should treat a person as being Remuneration Code staff in relation to remuneration in respect of a given performance year if they were Remuneration Code staff for any part of that year.

High-level category Suggested business lines

Heads of significant business lines (including regional heads) and any individuals or groups within their control who have a material impact on the firm's risk profile. Fixed income Foreign exchange

Commodities

Securitisation

Sales areas

Investment banking (including M&A advisory)

Commercial banking

Equities

Structured finance; lending quality; trading areas

Research

Heads of support and control functions and other individuals within their control who have a material impact on the firms risk profile. Credit / market / operational risk Legal

Treasury controls

Human resources

Compliance

Money Laundering Prevention

Internal audit

6) PRINCIPLES APPLYING TO THE FIRM AS A WHOLE

6.1 Remuneration Principle 1 - Risk Management and Risk Tolerance

VIBHS must ensure that its remuneration policy is consistent with and promotes sound and effective risk management and does not encourage risk-taking that exceeds the level of tolerated risk of the firm.

6.2 Remuneration Principle 2 - Supporting Business Strategy, Objectives, Values and the Long-term Interests of the Firm

The firm must ensure that its remuneration policy is in line with the business strategy, objectives, values and long-term interests of the firm.

6.3 Remuneration Principle 3 - Avoiding Conflicts of Interest

VIBHS must ensure that its remuneration policy includes measures to avoid conflicts of interest.

6.4 Remuneration Principle 4 - Governance

The firm must ensure that its Board in its supervisory function adopts and periodically reviews the general principles of the remuneration policy and is responsible for its implementation and it must ensure that the implementation of the remuneration policy is at least annually, subject to central and independent internal review for compliance with policies and procedures for remuneration adopted by the Board in its supervisory function.

VIBHS should be able to demonstrate that its decisions are consistent with an assessment of its financial condition and future prospects. In particular, practices by which remuneration is paid for potential future revenues whose timing and likelihood remain uncertain should be evaluated carefully and the Board should work closely with the firm's risk function in evaluating the incentives created by its remuneration system.

The Board are responsible for ensuring that the firm's remuneration policy complies with the Remuneration Code and where relevant should take into account relevant guidance such as that issued by the Basel Committee on Banking Supervision, the International Association of Insurance Supervisors ("IAIS") and the International Organization of Securities Commissions ("IOSCO").

The periodic review of the implementation of the remuneration policy should assess compliance with the Remuneration Code.

Guidance on what the supervisory function might involve is set out in SYSC section 4.3.3G.

6.5 Remuneration Principle 8 - Profit-based Measurement and Risk Adjustment

VIBHS must ensure that any measurement of performance used to calculate variable remuneration components or pools of variable remuneration components:

Includes adjustments for all types of current and future risks and takes into account the cost and quantity of the capital and the liquidity required; and

Takes into account the need for consistency with the timing and likelihood of the firm receiving potential future revenues incorporated into current earnings.

The firm must ensure that the allocation of variable remuneration components within the firm also takes into account all types of current and future risks.

This Remuneration Principle stresses the importance of risk adjustment in measuring performance and the importance within that process of applying judgment and common sense. VIBHS should ask the risk management function to validate and assess risk-adjustment techniques and to attend a meeting of the Board for this purpose;

A number of risk-adjustment techniques and measures are available and the firm should choose those most appropriate to its circumstances. Common measures include those based on economic profit or economic capital. Whichever technique is chosen, the full range of future risks should be covered. The FCA expects a firm to be able to provide it with details of all adjustments that the firm has made under a formulaic approach;

The FCA expects that the firm will apply qualitative judgments and common sense in the final decision about the performance-related components of variable remuneration pools; and

VIBHS' Board should take the lead in determining the measures to be used. It should offer the appropriate checks and balances to prevent inappropriate manipulation of these measures. It should consult closely and frequently with the firm's risk management functions in particular those relating to operational, market, credit and liquidity risk.

Long-term incentive plans should be treated as pools of variable remuneration. Many common measures of performance for long-term incentive plans, such as earnings per share ("EPS") are not adjusted for longer-term risk factors. Total shareholder return ("TSR"), another common measure, includes in its measurement dividend distributions which can also be based on unadjusted earnings data. If incentive plans mature within a two to four year period and are based on EPS or TSR, strategies can be devised to boost EPS or TSR during the life of the plan, to the detriment of the true longer-term health of the firm e.g., increasing leverage is a technique which can be used to boost EPS and TSR. Firms should take account of these factors when developing risk-adjustment methods.

Firms that have long-term incentive plans should structure them subject to appropriate performance conditions and awareness to their duration. They may be included in the calculation of the deferred portion of variable remuneration only if upside incentives are adequately balanced by downside adjustments. The valuation of the award should be based on its value when the award is granted and determined using an appropriate technique.

Assessments of financial performance used to calculate variable remuneration components or pools of variable remuneration components must be based principally on profits:

Performance measures based primarily on revenues or turnover are unlikely to pay sufficient regard to the quality of business undertaken or services provided. Profits are a better measure provided they are adjusted for risk, including future risks not adequately captured by accounting profits; and

Management accounts should provide profit data at such levels within the firm's structure as to enable VIBHS to see as accurate a picture of contributions of relevant staff to the firm's performance as is reasonably practicable. If revenue or turnover is used as a component in performance assessment, processes should be in place to ensure that the quality of business undertaken or services provided and their appropriateness for clients are taken into account.

VIBHS must ensure that its total variable remuneration is generally considerably contracted where subdued or negative financial performance of the firm occurs, taking into account both current remuneration and reductions in pay outs of amounts previously earned.

Where the firm makes a loss the FCA would generally expect no variable remuneration to be awarded. Variable remuneration may nevertheless be justified e.g., to incentivise employees involved in new business ventures which could be loss-making in their early stages.

6.6 Remuneration Principle 9 - Pension Policy

VIBHS must ensure that:

Its pension policy is in line with its business strategy, objectives, values and long-term interests;

When an employee leaves the firm before retirement, any discretionary pension benefits are held by the firm for a period of five years in the form of instruments referred to in SYSC section 19A.3.47R(1); and

In the case of an employee reaching retirement, discretionary pension benefits are paid to the employee in the form of instruments referred to in SYSC section 19A.3.47R(1) and subject to a five-year retention period.

6.7 Remuneration Principle 10 - Personal Investment Strategies

The firm must ensure that its employees undertake not to use personal hedging strategies or remuneration, or liability-related contracts of insurance to undermine the risk alignment effects embedded in their remuneration arrangements.

VIBHS must maintain effective arrangements designed to ensure that employees comply with their undertaking. In the FCA's view, circumstances in which a person will be using a personal hedging strategy include entering into an arrangement with a third party under which the third party will make payments directly or indirectly, to that person that are linked to or commensurate with the amounts by which the person's remuneration is subject to reductions.

6.8 Remuneration Principle 12(c) - Remuneration Structures: Guaranteed Variable Remuneration

VIBHS firm must not award, pay or provide guaranteed variable remuneration unless it:

Is exceptional;

Occurs in the context of hiring new Remuneration Code staff; and

Is limited to the first year of service.

The firm should not award, pay or provide guaranteed variable remuneration in the context of hiring new Remuneration Code staff ('X') unless:

It has taken reasonable steps to ensure that the remuneration is not more generous in either its amount or terms including any deferral or retention periods, than the variable remuneration awarded or offered by X's previous employer; and

It is subject to appropriate performance adjustment requirements.

Contravention of the above may be relied on as tending to establish contravention of the rule on guaranteed variable remuneration being SYSC 19A.3.40R.

In the FCA's view, variable remuneration can be awarded to Remuneration Code staff in the form of retention awards where it is compatible with the Remuneration Code general requirement to do so. The FCA considers this is likely to be the case only where the firm is undergoing a major restructuring and a good case can be made for retention of particular key staff members on prudential grounds. Proposals to give retention awards should form part of any notice of the restructuring proposals required in accordance with the FCA's Principle 11 - Relations with Regulators and the general notification requirements in SUP section 15.3.

6.9 Remuneration Principle 12(d) - Remuneration Structures: Ratios between Fixed and Variable Components of Total Remuneration

VIBHS must set appropriate ratios between the fixed and variable components of total remuneration and ensure that:

Fixed and variable components of total remuneration are appropriately balanced; and

The fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components including the possibility to pay no variable remuneration component.

6.10 Remuneration Principle 12(e) - Remuneration Structures: Payments Related to Early Termination

The firm must ensure that payments related to the early termination of a contract reflect performance achieved over time and are designed in a way that does not reward failure.

VIBHS should review existing contractual payments related to termination of employment with a view to ensuring that these are payable only where there is a clear basis for concluding that they are consistent with the Remuneration Code general requirement.

6.11 Remuneration Principle 12(h) - Remuneration Structures: Performance Adjustment

The firm must ensure that any variable remuneration including a deferred portion, is paid or vests only if it is sustainable according to the financial situation of the firm as a whole and justified according to the performance of the firm, the business unit and the individual concerned.

VIBHS should reduce unvested deferred variable remuneration when, as a minimum:

There is reasonable evidence of employee misbehaviour or material error; or

The firm or the relevant business unit suffers a material downturn in its financial performance; or

VIBHS or the relevant business unit suffers a material failure of risk management.

For performance adjustment purposes, awards of deferred variable remuneration made in shares or other non-cash instruments should provide the ability for the firm to reduce the number of shares or other non-cash instruments.

Contravention of this clause may be relied on as tending to establish contravention of the FCA's rule on performance adjustment being SYSC 19A.3.51R.

Variable remuneration may be justified for example, to incentivise employees involved in new business ventures which could be loss-making in their early stages.

The Board should approve performance adjustment policies including the triggers under which adjustment would take place. The FCA may ask firms to provide a copy of their policies and expects firms to make adequate records of material decisions to operate the adjustments.

7 EFFECT OF BREACHES OF THE REMUNERATION PRINCIPLES

The detailed provisions on voiding and recovery in SYSC 19A Annex 1 apply in relation to the prohibitions on Remuneration Code staff being remunerated in the ways specified in:

SYSC 19A.3.40R - Guaranteed Variable Remuneration;

SYSC 19A.3.49R - Non-deferred Variable Remuneration; and

SYSC 19A Annex 1.7R - Replacing Payments Recovered or Property Transferred.

This rule does not apply in relation to the prohibition on Remuneration Code staff being remunerated in the way specified in SYSC 19A.3.40R - Guaranteed Variable Remuneration, if both the conditions in paragraphs (2) and (3) of that rule are met.

This rule does not apply in relation to Remuneration Code staff (X) in respect of whom both the following conditions are satisfied:

Condition 1 is that X's variable remuneration is no more than 33% of total remuneration; and

Condition 2 is that X's total remuneration is no more than £500,000.

In relation to the paragraph immediately above:

References to remuneration are to remuneration awarded or paid in respect of the relevant performance year;

The amount of any remuneration is:

If it is money, its amount when awarded;

Otherwise, whichever of the following is greatest: Its value to the recipient when awarded or its market value when awarded and the cost of providing it;

Where remuneration is when awarded, subject to any condition, restriction or other similar provision which causes the amount of the remuneration to be less than it otherwise would be, that condition, restriction or provision is to be ignored in arriving at its value; and

It is to be assumed that the member of Remuneration Code staff will remain so for the duration of the relevant performance year.

Section 139A(9) of the Act enables the FCA to make rules that render void any provision of an agreement that contravenes specified prohibitions in the Remuneration Code and that provide for the recovery of any payment made or other property transferred, in pursuance of such a provision. SYSC 19A.3.54R together with SYSC 19A Annex 1, is such a rule and renders void provisions of an agreement that contravene the specified prohibitions on guaranteed variable remuneration, non-deferred variable remuneration and replacing payments recovered or property transferred. This is an exception to the general position set out in section 151(2) of the Act that a contravention of a rule does not make any transaction void or unenforceable.

8) PRINCIPLES APPLYING TO 'CODE' STAFF

8.1 Remuneration Principle 5 - Control Functions

VIBHS must ensure that employees engaged in control functions:
Are independent from the business units they oversee;
Have appropriate authority; and
Are remunerated:
Adequately to attract qualified and experienced staff; and

In accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control.

The firm's Risk Management and Compliance functions should have appropriate input into setting the remuneration policy for other business areas. The procedures for setting remuneration should allow Risk and Compliance functions to have significant input into the setting of individual remuneration awards where those functions have concerns about the behaviour of the individuals concerned or the riskiness of the business undertaken. Contravention of this may be relied on as tending to establish contravention of the rule on employees engaged in control functions having appropriate authority.

VIBHS must ensure that the remuneration of the senior officers in Risk Management and Compliance functions is directly overseen by the Board in its supervisory function and that:

This Remuneration Principle is designed to manage the conflicts of interest which might arise if other business areas had undue influence over the remuneration of employees within control functions. Conflicts of interest can easily arise when employees are involved in the determination of remuneration for their own business area. Where these could arise they need to be managed by having in place independent roles for control functions including notably, Risk Management, Compliance and Human Resources. It is good practice to seek input from the firm's Human Resources function when setting remuneration for other business areas.

The need to avoid undue influence is particularly important where employees from the control functions are embedded in other business areas. This Remuneration Principle does not prevent the views of other business areas being sought as an appropriate part of the assessment process.

The FCA would generally expect the ratio of the potential variable component of remuneration to the fixed component of remuneration to be significantly lower for employees in Risk Management and Compliance functions than for employees in other business areas whose potential bonus is a significant proportion of their remuneration. Firms should nevertheless ensure that the total remuneration package offered to those employees is sufficient to attract and retain staff with the skills, knowledge and expertise to discharge those functions. The requirement that the method of determining the remuneration of relevant persons involved in the Compliance function must not compromise their objectivity or be likely to do so is also applicable.

8.2 Remuneration Principle 6 - Remuneration and Capital

VIBHS must ensure that total variable remuneration does not limit the firm's ability to strengthen its capital base.

This Remuneration Principle underlines the link between the firm's variable remuneration costs and the need to manage its capital base including forward-looking capital planning measures. Where VIBHS needs to strengthen its capital base, its variable remuneration arrangements should be sufficiently flexible to allow it to direct the necessary resources towards capital building.

8.3 Remuneration Principle 7 - Exceptional Government Intervention

If the firm benefits from exceptional government intervention must ensure that:

Variable remuneration is strictly limited as a percentage of net revenues when it is inconsistent with the maintenance of a sound capital base and timely exit from government support;

It restructures remuneration in a manner aligned with sound risk management and long-term growth including when appropriate establishing limits to the remuneration of senior personnel; and

No variable remuneration is paid to its senior personnel unless this is justified.

The FCA would normally expect it to be appropriate for the ban on paying variable remuneration to senior personnel of a firm that benefits from exceptional government intervention to apply only in relation to senior personnel who were in office at the time that the intervention was required.

This clause is unlikely to apply to VIBHS and its operations now or going forward but is included for information purposes.

8.4 Remuneration Principle 11 - Avoidance of the Remuneration Code

VIBHS must ensure that variable remuneration is not paid through vehicles or methods that facilitate the avoidance of the Remuneration Code.

8.5 Remuneration Principle 12 - Remuneration Structures: Introduction

Remuneration Principle 12 consists of a series of rules, evidential provisions and guidance relating to remuneration structures.

Taking account of the Remuneration Principles Proportionality rule, the FCA does not generally consider it necessary for a firm to apply the rules referred to in the paragraph immediately below where in relation to an individual ("X"), both the following conditions are satisfied:

Condition 1 is that X's variable remuneration is no more than 33% of total remuneration; and

Condition 2 is that X's total remuneration is no more than £500,000.

The rules referred to in the above paragraph are those relating to:

Guaranteed Variable Remuneration - SYSC 19A.3.40R;

Retained Shares or Other Instruments - SYSC 19A.3.47R;

Deferral - SYSC 19A.3.49R; and

Performance Adjustment - SYSC 19A.3.51R.

8.6 Remuneration Principle 12(a) - Remuneration Structures: General Requirement

VIBHS must ensure that the structure of an employee's remuneration is consistent with and promotes effective risk management.

8.7 Remuneration Principle 12(b) - Remuneration Structures: Assessment of Performance

The firm must ensure that where remuneration is performance related:

The total amount of remuneration is based on a combination of the assessment of the performance of:

The individual;

The business unit concerned; and

The overall results of the firm; and

When assessing individual performance, financial as well as non-financial criteria are taken into account.

Non-financial performance metrics should form a significant part of the performance assessment process and should include adherence to effective risk management and compliance with the regulatory system and with relevant overseas regulatory requirements. Poor performance as assessed by non-financial metrics such as poor risk management or other behaviours contrary to firm values can pose significant risks for VIBHS and should as appropriate, override metrics of financial performance. The performance assessment process and the importance of non-financial assessment factors in the process should be clearly explained to relevant employees and implemented.

The firm must ensure that the assessment of performance is set in a multi-year framework in order to ensure that the assessment process is based on longer-term performance and that the actual payment of performance based components of remuneration is spread over a period which takes account of the underlying business cycle of the firm and its business risks.

The requirement for assessment of performance to be in a multi-year framework reflects the fact that profits from VIBHS' activities can be volatile and subject to cycles. The financial performance of firms and individual employees can be exaggerated as a result. Performance assessment on a moving average of results can be a good way of meeting this requirement however, other techniques such as good quality risk adjustment and deferral of a sufficiently large proportion of remuneration may also be useful.


Complaints Policy

1) Introduction

Usage of this Complaints policy must be in conjunction with VIBHS Financial Limited's ("VIBHS") Compliance Regulations Manual and other company policies and procedures currently in effect and those yet to be introduced.

Reference to the Compliance Officer throughout this policy includes in his absence, his appointed deputy. For the benefit of clarity an appointed deputy will be defined as any one person from:

The Chief Executive Officer ("CEO"), being a Financial Conduct Authority ("FCA") Approved Person;

In the absence of (i) above, another Director of VIBHS, also being an FCA Approved Person and in association with (iii) below;

The Compliance Assistant (if required).

References to the masculine include the feminine. Items in italics have their essence defined in the FCA's Glossary. Refer to the Compliance department if you require further information. This Complaints policy must not be reproduced or provided to third parties without prior reference to the Compliance Officer and their subsequent approval.

1.1 Sponsor

This policy is sponsored by VIBHS' Executive Management and will be maintained by the company's Compliance Officer, therefore any queries and / or suggestions for change should be addressed to the firm's Compliance Officer.

1.2 VIBHS' regulated status

VIBHS is currently authorised and regulated by the FCA under Firm Reference Number ("FRN") 613381.

2) Policy Governing The Receipt Of Written Complaints

2.1 What constitutes a complaint?

A complaint for the purpose of this policy is defined as any oral or written expression of dissatisfaction whether justified or not, from or on behalf of a person about the provision of, or failure to provide, a financial service or a redress determination which:

Alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience; and

Relates to an activity of that respondent or of any other respondent with whom that respondent has some connection in marketing or providing financial services or products which comes under the jurisdiction of the Financial Ombudsman Service ("FOS").

It should also be noted that under the FCA's Dispute Resolution ("DISP") Sourcebook Rule DISP 1.1.10R In relation to VIBHS' obligations under this chapter, references to a complaint also include an expression of dissatisfaction which is capable of becoming a relevant new complaint being a complaint referred to FOS after commencement which relates to an act or omission occurring before commencement if:

The act or omission is that of a person who was immediately before commencement, subject to a former scheme;

The act or omission occurred in the carrying on by that person of an activity to which that former scheme applied; and

The complainant is eligible and wishes to have the complaint dealt with under the new scheme. (Where the complainant is not eligible in accordance with DISP 2 (Jurisdiction of the Financial Ombudsman Service), an Ombudsman may if they consider it appropriate, treat the complainant as eligible if they would have been entitled to refer an equivalent complaint to the former scheme in question immediately before commencement.

2.2 Treating Complainants Fairly

2.2.1 Consumer Awareness Rules

2.2.1.1 Publishing and providing summary details

Under DISP 1.2.1R to aid consumer awareness of the protections offered by the provisions in this chapter VIBHS must:

Publish appropriate information regarding their internal procedures for the reasonable and prompt handling of complaints;

Refer eligible complainants to the availability of this information;

Provide such information in writing and free of charge to eligible complainants:

On request; and

When acknowledging a complaint

These summary details should cover at least how VIBHS fulfils its obligation to handle and seek to resolve relevant complaints and that if the complaint is not resolved, the complainant may be entitled to refer it to FOS.

2.2.2 Eligible complainant

A complaint may only be dealt with under FOS if it is brought by or on behalf of an eligible complainant. A complaint may also be brought on behalf of an eligible complainant (or a deceased person who would have been an eligible complainant) by a person authorised by the eligible complainant or authorised by law. It is immaterial whether the person authorised to act on behalf of an eligible complainant is themselves an eligible complainant.

2.2.2.1 Eligible complainants

Under DISP 2.7.3R an eligible complainant must be a person that is:

A consumer;

A micro-enterprise;

A charity which has an annual income of less than £1 million at the time the complainant refers the complaint to VIBHS; or

A trustee of a trust which has a net asset value of less than £1 million at the time the complainant refers the complaint to the firm.

In determining whether an enterprise meets the tests for being a micro-enterprise, account should be taken of the enterprise's 'partner enterprises' or 'linked enterprises' e.g., where a parent company holds a majority shareholding in a complainant, if the parent company does not meet the tests for being a micro-enterprise then neither will the complainant.

If VIBHS is in doubt about the eligibility of a business, charity or trust, it should treat the complainant as if it were eligible. If the complaint is referred to FOS, the Ombudsman will determine eligibility by reference to appropriate evidence, such as audited accounts or VAT returns.

To be an eligible complainant a person must also have a complaint which arises from matters relevant to one or more of the following relationships with VIBHS:

The complainant is (or was) a customer of VIBHS; or

The complainant is (or was) a potential customer of VIBHS

2.2.2.2 Exceptions

Under DISP 2.7.9R the following are not eligible complainants:

A firm whose complaint relates in any way to an activity which the firm itself has permission to carry on;

A complainant who is / was:

A professional client; or

An eligible counterparty; in relation to the firm and activity in question at the time of the act or omission which is the subject of the complaint; and

In the Consumer Credit Jurisdiction:

A body corporate;

A partnership consisting of more than three persons;

A partnership all of whose members are bodies corporate; or

An unincorporated body which consists entirely of bodies corporate.

The regulation therefore allows that for an individual, business, charity or trustee who was a professional customer of VIBHS at the time of the act or omission and in respect of the activity which is the subject of the complaint, VIBHS need not classify them as an Eligible Complainant.

Nonetheless, VIBHS must adopt a 'best practice' philosophy of investigating any complaint that whilst not resulting in the firm making any form of redress, may indicate an underlying operational weakness that may require remedial action, particularly if the situation is repeated.

2.3 Procedure

All staff must immediately forward all incoming documentation whether hand-written or by email relating to a complaint or an expression of dissatisfaction as defined in section 2.1 to the Compliance Officer. The Compliance Officer will record the complaint in the "Complaints Log" and issue the complaint with a unique "Complaint reference number". The Compliance Officer will acknowledge the receipt of the complaint to the complainant in writing confirming amongst other detail required by DISP:

The complaint's unique reference number;

The name and / or job title of the individual handling the complaint for VIBHS; and

Details of VIBHS' internal complaint handling procedures.

To comply with DISP 1.4.1R, once a complaint has been received by VIBHS, it must:

Investigate the complaint competently, diligently and impartially, obtaining additional information as required;

Assess fairly, consistently and promptly:

The subject matter of the complaint;

Whether the complaint should be upheld;

What remedial action and / or redress may be appropriate;

If appropriate, whether it has reasonable grounds to be satisfied that another respondent may be solely or jointly responsible for the matter alleged in the complaint; taking into account all relevant factors;

Offer redress or remedial action when it decides this is appropriate;

Explain to the complainant promptly and in a way that is fair, clear and not misleading, its assessment of the complaint, its decision on it and any offer of remedial action or redress; and

Comply promptly with any offer of remedial action or redress accepted by the complainant.

Factors that may be relevant in the assessment of a complaint under DISP 1.4.1R may include the following:

All the evidence available and the particular circumstances of the complaint;

Similarities with other complaints received by VIBHS;

Relevant guidance published by the FCA, other relevant regulators, FOS or former schemes; and

Appropriate analysis of decisions by FOS concerning similar complaints received by VIBHS.

VIBHS must aim to resolve complaints at the earliest opportunity thus minimising the number of unresolved complaints which may need to be referred to FOS. Accordingly, where a complaint against VIBHS is referred to FOS, the firm must cooperate fully with FOS and comply promptly with any settlements or awards made by it under DISP 1.4.4R.

2.3.1 Complaints resolved by close of the next business day

DISP 1.5.1R provides that the following rules do not apply to a complaint that is resolved by VIBHS by close of business on the business day following its receipt:

The Complaints Time Limit rules;

The Complaints Forwarding rules;

The Complaints Reporting rules;

The Complaints Record rule; and

The Complaints Data Publication rules.

It should be noted that complaints falling within this section are still subject to the Complaint Resolution rules and for the purposes of this section:

A complaint received on any day other than a business day or after close of business on a business day, may be treated as received on the next business day; and

A complaint is resolved where the complainant has indicated acceptance of a response from VIBHS with neither the response nor acceptance having to be in writing.

2.3.2 Complaints time limit rules

2.3.2.1 Keeping the complainant informed

On receipt of a complaint VIBHS must:

Send the complainant a prompt written acknowledgement providing early reassurance that it has received the complaint and is dealing with it; and

Ensure the complainant is kept informed thereafter of the progress of the measures being taken for the complaint's resolution.

2.3.2.2 Final or other response within eight weeks

To comply with DISP 1.6.2R VIBHS must, by the end of eight weeks after its receipt of the complaint, send the complainant:

A 'final response', being a written response from the firm which:

Accepts the complaint and where appropriate offers redress or remedial action; or

Offers redress or remedial action without accepting the complaint; or

Rejects the complaint and gives reasons for doing so and which (a) encloses a copy of FOS' standard explanatory leaflet and (b) informs the complainant that if they remain dissatisfied with VIBHS' response, they may refer their complaint to FOS and must do so within six months; or

A written response which:

Explains why it is not in a position to make a final response and indicates when it expects to be able to provide one;

Informs the complainant that they may refer the complaint to FOS; and

Encloses a copy of FOS' standard explanatory leaflet.

DISP 1.6.2R does not apply if the complainant has already indicated in writing acceptance of a response by VIBHS provided that the response:

Informed the complainant how to pursue their complaint with VIBHS if they remains dissatisfied; and

Referred to the ultimate availability of FOS if they remain dissatisfied with VIBHS' response.

It is expected that within eight weeks of their receipt, almost all complaints to VIBHS will be addressed by it through a final response or response as described in DISP 1.6.4R. VIBHS should note that when assessing its response to a complaint, the FCA may have regard to a number of factors including the quality of response weighted against the Complaints Resolution rules, as well as the speed with which it was made.

2.3.3 Complaints forwarding rules

If under DISP 1.7.1R VIBHS has reasonable grounds to be satisfied that another respondent may be solely or jointly responsible for the matter alleged in a complaint, it may forward the complaint or the relevant part of it, in writing to that other respondent provided it:

Does so promptly;

Informs the complainant promptly in a final response of why the complaint has been forwarded by it to the other respondent and of the other respondent's contact details; and

Where jointly responsible for the fault alleged in the complaint, it complies with its own obligations under this chapter in respect of that part of the complaint it has not forwarded.

DISP 1.7.2R determines that when a respondent receives a complaint that has been forwarded to it under DISP 1.7.1R, the complaint is treated for the purposes of DISP as if made directly to that respondent, and as if received by it when the forwarded complaint was received. On receiving a forwarded complaint, the standard time limits will apply from the date on which the respondent receives the forwarded complaint.

All "hard copy" documentation generated by the complaint must be retained in a "Complaints" file and held in accordance with the FCA's record keeping requirements regarding complaints - Refer to Section 4

All electronic documentation or communications generated by the complaint e.g., email, must be maintained in a secure, dedicated "Complaints" directory with separate sub-folders for each complainant and held in accordance with the FCA's record keeping requirements regarding complaints - Refer to Section 4.

Once all the information in respect of a complaint has been recorded, the Compliance Officer will inform the CEO of the complaint details and any initial findings. The Compliance Officer will subsequently provide the CEO with regular updates until the complaint is resolved to the mutual satisfaction of all parties.

3 Policy Governing The Receipt Of Verbal Complaints

Definitions of "Complaint" and "Eligible Complainant" remain as per sections 2.1 and 2.2.2.

3.1 Procedure

All staff must immediately forward all incoming verbal complaints or expressions of dissatisfaction defined in Section 2.1 to the Compliance Officer. The Compliance Officer will write down all the key aspects of the complaint and verbally inform the complainant;

That the telephone conversation is being recorded;

Of the complaint's unique reference number;

Of the complainant's right of access to FOS along with their full contact details; and

That they will acknowledge receipt to the complaint in writing.

After the call, the Compliance Officer will record the complaint in the "Complaints Log" and then acknowledge the receipt of the verbal complaint in writing to the complainant reiterating:

The complaint's unique reference number;

The complainant's right of access to FOS along with their full contact details;

The name and / or job title of the individual handling the complaint for VIBHS;

Details of VIBHS' internal complaint handling procedures.

With the exception of 3.1 above, the complaint is to be handled in precisely the same manner as detailed in section 2.3 above.

4 COMPLAINTS - RECORD KEEPING AND REPORTING

4.1 Making and retaining records of complaints

In compliance with DISP 1.9.1R, VIBHS must make and retain records of complaints relating to MiFID business for a minimum period of five years and for all other business for a minimum of three years from the date of its receipt of the complaint. These records are required for the purposes of monitoring by the FCA and also to ensure that the firm is able to co-operate with FOS. They should include:

The name of the complainant;

The substance of the complaint; and

Any correspondence between VIBHS and the complainant including details of any redress offered by VIBHS.

4.2 Reporting complaints to the FCA

Under DISP 1.10, VIBHS must provide to the FCA twice a year by electronic submission via the FCA's 'GABRIEL' system, with a report which contains for the relevant reporting period, information about:

The total number of complaints received by VIBHS; and

The total number of complaints closed by the firm:

Within four weeks or less of receipt;

Within four to eight weeks of receipt;

More than eight weeks after receipt; and

The total number of complaints:

Upheld by the firm in the reporting period;

Outstanding at the beginning of the reporting period; and

The total amount of redress paid in respect of complaints during the reporting period.

Where a complaint could fall into more than one category the complaint should be recorded in the category that VIBHS considers to form the main part of the complaint.

The relevant reporting periods are six-monthly from 1 January to 30 June and 1 July to 31 December each year and reports must to be submitted to the FCA within one month of the end of the relevant reporting period.

4.3 Reporting - When is a complaint closed?

In accordance with DISP 1.10.7R a closed complaint is a complaint:

Where VIBHS has sent a final response; or

Where the complainant has indicated in writing acceptance of VIBHS' earlier response under DISP 1.6.4R.

4.4 Method of submission of reports

Electronic submission via their 'GABRIEL' system to which VIBHS' Compliance Officer will have access is the FCA's preferred method of Complaints reporting. In the absence of the functionality to submit reports electronically to the FCA a report under this section must be delivered in the way set out in the FCA's Supervision Sourcebook ("SUP") sections 16.3.6R to 16.3.16G - "General provisions on reporting".

4.4.1 Failure of electronic submission

If VIBHS is unable to submit a report in electronic format because of a systems failure of any kind the firm must:
Submit its report through one of the alternative methods of submission detailed in SUP 16.3.9R; and
Notify the FCA in writing and without delay of that systems failure.

4.5 Notification of contact point for complainants

For the purpose of inclusion in the public record maintained by the FCA, VIBHS must:

Provide the FCA at the time of its authorisation, with details of a single contact point within VIBHS for complainants; and

Notify the FCA of any subsequent change in those details when convenient and at the latest, in VIBHS' next report.

The contact point can be by name or job title and may include for example, a helpline telephone number. However, it is recommended in order to remain consistent with this policy, that the Compliance Officer is the nominated contact point at VIBHS for complainants.

5 Cooperation With The Financial Ombudsman Service

VIBHS must cooperate fully with FOS in the same manner as it would with the FCA i.e., in an open and honest manner pertaining to the handling of complaints against it. Cooperation with FOS includes but is not limited to, producing requested documents, adhering to any specified time limits, attending hearings when requested to do so and complying promptly with any settlements or awards.

6 Management And Employee Declaration

This declaration is to confirm that I have received a copy of VIBHS Financial Limited's Complaints procedure and I have read and understood its content. Any areas of uncertainty I have raised and will endeavour to raise in the future with the firm's Compliance department. I also confirm that I will undertake to remain compliant with its contents at all times.


Security Statement and Privacy Policy

VIBHS Financial Ltd hereinafter known as "the Company", "the Firm" or "we", is fully committed to compliance with the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679), which came into force on 25th May 2018.

The Firm is committed to protecting and respecting your privacy. This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed and stored by the Firm. Please read the following carefully to understand our views and practices regarding your personal data and how the Company will treat it. By using our website, you are agreeing to be bound by this Policy, however, you are free to withdraw your consent anytime by notifying us.

For the General Data Protection Regulation (Regulation (EU) 2016/679) ('GDPR'), the data controller is VIBHS Financial Ltd

Privacy

We know that you are concerned with how we deal with your personal information. This privacy statement sets out our current policies and demonstrates our commitment to your privacy. Our privacy policy may change at any time in the future for compliance purposes. You agree to revisit this page regularly and your continued access to or use of the Website will represent your consent to these changes.

Purpose of the Data processing

We are required to maintain certain personal data about individuals for the purposes of satisfying our operational and legal obligations (to open an account, client due diligence, money laundering prevention, transact business effectively and to safeguard your assets and your privacy). We recognise the importance of correct and lawful treatment of personal data as it helps to maintain confidence in our organisation and to ensure efficient and successful outcomes when using this data.

We only use personal information as legally appropriate to provide you with a high quality of service and security. We may use the personal data collected from you to verify your identity and contact information. We may also use this information to establish and set up your trading account, issue an account number and a secure password, maintain your account activity, and contact you with account information. This information helps us improve our services, satisfy financial regulation and inform you about new products, services or promotions that may be of interest to you.

Personal data may consist of data kept on paper, computer or other electronic media; all of which is protected under the GDPR.

Principles of the Data processing

All data is :

Personal Data We Collect

We may collect and process the following data about you:

The types of personal data that we may process, for instance, include information about current, past and prospective clients and customers, website visitors, etc. with whom we have dealings. This information includes information required to communicate with you, including your name, mailing address, telephone number, email address, date of birth, ID and your location information.

We may also ask you for information when you report a problem with the Site. If you contact us, we may keep a record of that correspondence. We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.

You have choices about the data we collect. When you are asked to provide personal data, you may decline. You are also entitled to have the Firm erase your personal data, cease further dissemination of the data and potentially have third parties halt processing of the data. The withdrawal of consent does not affect the lawfulness of processing based on consent before its withdrawal however, if you choose not to provide data that is necessary to provide a service or feature or to withdraw the data that is still relevant to original purposes of processing, you may not be able to use that service or feature.

The data we collect depends on the context of your interactions with the Company, the choices you make, including your privacy settings, and the service and features you use.

Use of Cookies

Cookies are small text files sent from the Web server to your computer. We use cookies to assist us in securing your trading activities and to enhance the performance of our Website. Cookies used by us do not contain any personal information, nor do they contain account or password information. They merely allow the site to recognise that a page request comes from someone who has already logged on.

We may share Website usage information about visitors to the Website with reputable advertising companies for targeting our Internet banner advertisements on this site and other sites. For this purpose, pixel tags (also called clear GIFs or web beacons), may be used to note the pages you've visited. The information collected by the advertising company using these pixel tags is not personally identifiable.

To administer and improve our Website, we may use a third party to track and analyse usage and statistical volume information including page requests, form requests, and click paths. The third party may use cookies to track behavior and may set cookies on behalf of us. These cookies do not contain any personally identifiable information.

Reasons We share Personal Data

We share your personal data with your consent or as necessary to complete any transaction or provide any service you have requested or authorised. We also share data with:

Our affiliates and partners.

We may share information with affiliates if the information is required to provide the product or service you have requested, or to provide you with the opportunity to participate in the products or services our affiliates offer. We may also forge partnerships and alliances, which may include joint marketing agreements, with other companies who offer high-quality products and services that might be of value to our Customers.

To ensure that these products and services meet your needs and are delivered in a manner that is useful and relevant, we may share some information with partners, affiliates and alliances. This allows them to better understand the offers that are most relevant and useful to yourself. The use of your personal information is limited to the purposes identified in our relationship with the partner or affiliate.

Non-affiliated third parties.

We do not sell, license, lease or otherwise disclose your personal information to any third party for any reason, except as described below.

We reserve the right to disclose your personal information to third parties when required to do so by law to regulatory, law enforcement or other government authorities. We may also disclose your information as necessary to credit reporting or collection agencies. We may also disclose your information to non-affiliated third parties if it is necessary to protect the Company's rights or property.

To help us improve our services to you, we may engage another business to help us to carry out certain internal functions such as account processing, fulfillment, client service, client satisfaction surveys or other data collection activities relevant to our business. We may also provide a party with Customer information from our database to help us to analyse and identify Customer needs and notify Customers of product and service offerings.

Use of the shared information is strictly limited to the performance of the task we request and for no other purpose. All third parties with which we share personal information are required to protect personal information in a manner similar to the way we protect personal information. We use a variety of legal mechanisms, including contracts, to help insure your rights and protections.

Restriction of responsibility

If at any time you choose to purchase a product or service offered by another company, any personal information you share with that company will no longer be controlled under our Privacy Policy. We are not responsible for the privacy policies or the content of sites we link to and have no control of the use or protection of information provided by you or collected by those sites.

Whenever you elect to link to a co-branded Web site or to a linked Web site, you may be asked to provide registration or other information. Please note that the information you are providing is going to a third party, and you should familiarise yourself with the privacy policy provided by that third party.

Access to Personal Data

All individuals who are the subject of personal data held by us are entitled to:

If you cannot access certain information and personal data collected by the Firm, you can always contact the Company at [email protected] We will respond to requests to access or delete your personal data within 30 days.

Security of Personal Data

We maintain strict security standards and procedures with a view to preventing unauthorised access to your data by anyone, including our staff. We use leading technologies such as (but not limited to) data encryption, firewalls and server authentication to protect the security of your data. The hardware protection includes Cisco security products. The software protection tools include strict control mechanisms as follows: SSL 3, TLS 1.2 with keys equal or larger than 2048-bit. The Firm's staff and other third parties, whenever contracted to provide support services, are required to observe our privacy standards and to allow us to audit them for compliance.

Breach of Personal Data

In the case of a personal data breach, the Company shall without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the supervisory authority- Information Commissioner's Office, UK (ICO)unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons. Where the notification to ICO is not made within 72 hours, it shall be accompanied by reasons for the delay according to the Article 33 of GDPR.

Where Personal Data is stores and processed

Personal data collected by the Company may be stored and processed in your region or in any other country where the Company or its affiliates, subsidiaries or service providers maintain facilities. Typically, the primary storage location is in the client's region or in the UK, often with a backup to a datacentre in another region.

The storage location(s) are chosen to operate efficiently, to improve performance, and to create redundancies to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect under this privacy statement is processed according to the provisions of this statement and the requirements of applicable law wherever the data is located.

We transfer personal data from the European Economic Area to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When we do, we use a variety of legal mechanisms, including contracts, to help ensure your rights and protections travel with your data.

Retention of Personal Data

The Company retains personal data for as long as necessary to provide the services, or for other essential purposes such as complying with our legal obligations, including as an authorised financial services provider, resolving disputes, and enforcing our agreements. Because these needs can vary for different data types in the context of various products, actual retention periods may vary significantly. The criteria used to determine the retention periods include, for example:

Changes to this Privacy Policy

From time to time, we may update this Privacy Policy. In the event we materially change this Privacy Policy, the revised Privacy Policy will promptly be posted to the websites and we will post a notice on our websites informing you of such changes.

You agree to accept posting of a revised Privacy Policy electronically on the Website as actual notice to you. Any dispute over our Privacy Policy is subject to this notice and our Customer Agreement.

We encourage you to periodically check and review this policy so that you will always know what information we collect, how we use it, and to whom we disclose it. If you have any questions that this statement does not address, please contact us via [email protected]

Contact

If you have a privacy concern, complaint or a question for the Data Protection Officer, please contact us via [email protected] We will respond to questions or concerns within 30 days.

Unless otherwise stated, the Firm is a data controller for personal data we collect through the services subject to this statement. The Company is a private limited company under Companies House number 08279988 The registered address 34 Westway, Caterham On the Hill, Surrey, England, CR3 5TP The Firm's Compliance Officer is also the person responsible for data protection as the Data Protection Officer. The address for correspondence is 11-12 Token House Yard, London, EC2R 7AS. Telephone: 020 7709 2038.


Disclaimer

VIBHS financial do not work with:

My Sea and Vision Sea Global (vseaglobal.com/index.htm)
only one international (o2onlyone.com)
TP EAGLE(s) (tpeaglebvi.com). (www.mas.gov.sg/IAL.aspx?sc_p=T).
YINFOREX (yinforex.com/)
Term Brokers (www.szlibkr.com)
INZI Global (www.inzikg.com)
Lion Financial/ 18lion (www.18lion.com)
Caomeng (www.caomeng.com)
Trade Korea (www.tradekorea.com)
EdwardFX: http://www.edwardfx.net and http://cn.edwardfx.net are cloned websites of Edward Technology Capital Ltd (Edward Technology Capital Ltd website is www.edwardtech.co.uk)

These firms claim to be subsidiaries of VIBHS Financial without the permission and consent of the company. These brokers maybe using VIBHS Financial brand and logo to fraudulently deceive and mislead our valuable customers.

Therefore, this serves as an official statement to reiterate, our official company named VIBHS Financial as usual will continue to serve our valuable clients through our only registered domains:

http://www.vibhsfinancial.co.uk/
http://www.vibhsfinancial.cn/
http://www.vibhstrade.co.uk/

These brokers have been warned that action will be taken should they not remove their claims of partnership and this has been reported to the relevant governing bodies.

We urge our valuable customers to be cautious and take extra care when dealing with any other parties.

We continue to report issues of this severity and reserve the right to take legal action. Please contact our Customer Service at [email protected] for any further information.

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