Personal Account Trading Policy

Transcription

1 Personal Account Trading Policy Effective date: Date: 1TBA March 2010 Approved date: by: TBA 25 February 2010 Next Review Approved by:date: BTIMTBA Board 1. Purpose and Application This Policy sets out the BTIM Group (comprising BT Investment Management Limited and its subsidiaries) policy for personal account trading. The objective of the policy is to ensure that you: Put the interests of clients first Avoid any conflict between your interests and those of the BTIM Group and its clients Uphold fiduciary responsibilities Ensure personal trading does not breach insider trading laws Ensure personal trading does not conflict with the normal duties in your role. This is one of a number of policies in place to manage conflicts of interest. In particular, this policy should be read in conjunction with the Insider Trading Policy. This policy applies to BTIM Group employees, secondees, people on work experience and contractors. If this policy applies to you, you should read it and make sure you understand it. If you need guidance, speak to your people leader or Risk & Compliance.

2 Personal Account Trading Policy Version: FINAL Page 2 of 9 2. Regulatory Requirements & Industry Standards As employees within the Investment Management industry, BTIM employees must recognise that their actions must withstand scrutiny from within and outside the BTIM Group. This policy is designed to meet regulatory requirements and industry standards in relation to managing conflicts of interest with respect to personal account trading and managing inside information. The relevant regulatory requirements and industry standards include: Corporations Act 2001 Australian Financial Services Licence ASIC RG181 Licensing: Managing Conflicts of Interest ASX Market and Listing Rules IFSA Guidance Note No. 7.00: Personal Trading 3. Related Policies This policy forms part of a broader policy framework to manage conflicts of interest within BTIM. Related policies include: Code of Conduct Conflicts of Interest Policy Insider Trading Policy Chinese Wall Policy Gifts and Hospitality Policy

3 Personal Account Trading Policy Version: FINAL Page 3 of 9 4. Personal Account Trading Rules Personal account trading rules are tailored according to the potential level of information held by employees. Please note that the use of inside information in deciding to trade any financial products is strictly prohibited and illegal. Personal Account Trading rules are divided into: General trading rules for all employees Additional trading rules for access persons who have a high probability of access to confidential information relating to clients and portfolios Rules for Prescribed Employees trading in BTIM securities The Personal Account Trading rules apply to personal trades as described in this policy, including personal trades for self-directed superannuation funds where the employee has discretion in the choice of investments. 5. Trading rules for all employees The following nine trading rules apply to all BTIM employees: 5.1 Seek Pre- Clearance to trade You must obtain pre-clearance from Risk & Compliance prior to your personal account trades for certain financial products, including funds managed by BTIM or a related body corporate (including switching between or to/from funds managed by BTIM within superannuation accounts). Transactions requiring pre-clearance are outlined in section 8 of this policy. BTIM Board directors intending to trade in BTIM securities or funds must notify the Company Secretary. 5.2 No front running You must not knowingly deal in a financial product on a personal account before or at the same time as the BTIM Group. This is called front running. We consider front running to breach your obligations under this policy because it does not give priority to our clients interests and may also create a perceived conflict of interest even where no personal financial advantage would be gained. 5.3 No excessive trading You must not engage in excessive short term personal account trading. Doing so would be inconsistent with the purpose of this policy. Trading on personal account will be monitored from time to time by the Risk & Compliance function.

4 Personal Account Trading Policy Version: FINAL Page 4 of No special deals with brokers You must not settle any of your personal account trading with a broker on special terms that could be seen as a favour granted by the broker. Broker credit and short dealing are strictly prohibited. Offers to participate in a float or placement (IPO) of new securities should go through the preclearance process to ensure that BTIM s fiduciary obligations to its clients are not compromised. Preclearance does not apply where an employee is granted a pro-rata entitlement due to an existing holding. Rights issues, bonus issues and similar offers based on existing holdings of securities are not subject to pre-clearance. 5.5 Seek approval for substantial shareholdings A substantial shareholder is a person or company which holds more than 5% of a company's voting rights. If, as a result of a personal account trade, you or the account holder could become a substantial shareholder, you must notify Risk & Compliance at the time of the pre-clearance request. 5.6 Holding period 30 days for listed securities and funds managed by the BTIM Group or related parties You must not buy-then-sell or sell-then-repurchase the same listed security or fund managed by the BTIM Group or related parties within 30 days, if you would make a profit on the transactions. When calculating profits, you must use market prices, and you cannot take commissions/charges into account. You may sell the security or fund within the 30 day period at a loss. BTIM Group has adopted this requirement as best practice in order to minimise the possibility that you will benefit inappropriately from information acquired by reason of your employment with BTIM Group. The holding period also applies to superannuation when switching between, in or out of funds managed by BTIM. Section 10 of this policy deals with exceptions to this rule. 5.7 Advise names of personal accounts and maintain a personal account trading register A personal account is any account: in your own name; in the name of another person in the name of a corporation, trust, partnership, or personal superannuation fund

5 Personal Account Trading Policy Version: FINAL Page 5 of 9 where you control, or influence the investment decisions in relation to, the account. You must be in a position to influence investment decision-making on an account before this policy applies to it. For example, if your mother is an active trader but you do not influence her trading decisions then we do not consider her account to be one of your personal accounts. On the other hand, if your brother asks you which financial products to invest in and trades on your advice, we consider his account to be one of your personal accounts. When using this policy, you need to decide for yourself which of your family members accounts we would consider to be your personal accounts and advise names of all your personal accounts to Risk & Compliance. You must also maintain an up to date personal account trading register at all times. We may ask you at any time to show us records of your personal account trading, such as information about your personal account holdings, interests and trading activities in the financial products covered by this policy including those which do not require pre-clearance. You must provide the requested information within 5 business days of the date of the request. An example of a personal account trading register is available on the intranet. 5.8 Use of derivatives and hedging You are prohibited from entering into any financial products such as options or derivatives which operate to limit the financial risk of an unvested holding in BTIM Group shares (including limiting the economic risk of participating in unvested entitlements under equity-based remuneration schemes). 5.9 Comply with any additional rules imposed from time to time Where your role has the potential to (or does) bring you into contact with confidential market-sensitive information, you may be subject to additional rules in relation to your trading activities, including being prohibited from trading in certain securities. You will be advised of any additional rules imposed on you from time to time and you must comply with those rules. 6. Additional trading rules for Access Persons The following four trading rules apply only to those employees designated as Access Persons. Access persons are defined as employees who have access to non-public information regarding clients' purchases or sales of listed securities and funds, or non-public information regarding the portfolio holdings of funds and clients. Access persons will include the majority of employees within the BTIM Investment teams, as well as other employees who have access to the

6 Personal Account Trading Policy Version: FINAL Page 6 of 9 same information. Risk and Compliance will advise on whether the Access Persons rules apply to you. Additional trading rules do not apply to IPOs or funds managed by BTIM or related parties day rule For listed securities outside the ASX top 100: If a client portfolio buys a security, you may be required to sell any such security which you purchased for a personal account at a lower price in the previous 7 calendar days. Any profits go to charity. Eg, if you purchased a security at $8 (within the past 7 calendar days), and a client portfolio buys that security at the market price of $10, then you may be required to sell the security and give the profits to charity. You will not be required to sell where you have purchased the security at a higher price on your personal account within the past 7days. 6.2 Blackout rule For listed securities outside the ASX top 100: If a client portfolio buys a security, you must not sell that same security from a personal account for 7 calendar days. If a client portfolio sells a security, you must not buy that same security for a personal account for 7 calendar days. 6.3 Contra trading rule If a client portfolio is overweight in a particular security, you must not sell that particular security from a personal account unless you have prior written approval from Risk and Compliance. 6.4 Foreign Listed Securities Rule If a client portfolio trades in a foreign listed security and you propose to trade in the same security within 7 days of the client portfolio trade, you must obtain written approval from Risk & Compliance. 7. BTIM Prescribed Employees Working for the BTIM Group may bring employees into contact with important and confidential information about the Group from time to time. Therefore all employees have been designated as "Prescribed Employees" and are subject to certain rules in relation to trading in BT Investment Management securities. These rules are outlined in detail in the Insider Trading Policy. In summary,

7 Personal Account Trading Policy Version: FINAL Page 7 of 9 prescribed employees are only allowed to trade in BTIM securities outside of designated blackout periods. If you have any questions, please contact Risk & Compliance. 8. Pre-clearance rules 1 Financial Products Preclearance required? ASX Listed securities Unlisted securities Foreign listed securities (not ASX) ASX top 100 securities Securities outside ASX top 100, including BTIM Group Derivatives over listed securities (including options) New issues of listed securities (IPOs) 2 Securities not listed on any securities exchange (other than funds managed by BTIM) Securities listed on foreign exchanges ** Managed funds Managed funds listed on the ASX BTIM RE funds and funds managed by BTIM RE Unlisted managed funds (other than funds managed by BTIM) Other Managed discretionary accounts Derivatives (including derivatives over indices, but excluding derivatives over listed securities) 1 Pre-clearance is valid only for the day it is obtained. 2 Pre-clearance do not apply where an employee is granted a pro-rata entitlement due to an existing holding. ** Pre-clearance for trading in foreign listed securities is required for Access Persons only (Section 6 of this policy).

8 Personal Account Trading Policy Version: FINAL Page 8 of 9 9. Mandatory Compliance Processes There are a number of mandatory compliance processes which all employees must abide by prior to undertaking personal account trading. The key forms and processes are listed below. Further details can be found on the intranet. Initial & Annual Acknowledgement & Undertaking of compliance with policies Personal Accounts Identification Advise Risk & Compliance of allocation received in an IPO Maintenance of Personal Account Trading Register Pre-clearance process You are not required to arrange for your broker to send copy contract notes to Risk & Compliance, however we reserve the right to request copy contract notes as part of the monitoring process. 10. Exceptional Circumstances We recognise that there are some situations when you have to carry out personal account trading, such as when you need to gain access to money to purchase a home, or when there is a dramatic unforeseen reduction in income, and when it would be unreasonable for us to require you to comply with parts of this policy. There may also be situations where there is a significant public announcement about a security or fund on which employees wish to transact within the 30 day holding period. We will authorise exceptions to this policy only if: We expect the trade would not affect our clients interests; and There is no conflict of interest or if there is a conflict of interest, it is effectively explained by the exceptional circumstances. If you think this type of situation applies to you, then you should seek authorisation for an exception to this policy. You must have this authorisation before you carry out any personal account trading that does not comply with this policy. Only the Chief Executive Officer or, in his absence, the Chief Operations Officer can authorise an exception to this policy. They cannot approve exceptions retrospectively. The BTIM Main Board is required to authorise requests from the Chief Executive Officer for trading in exceptional circumstances. These rules also apply for exceptions to the Insider Trading Policy rules for trading in BTIM securities. Board directors seeking an exception to the rules governing trading in BTIM

9 Personal Account Trading Policy Version: FINAL Page 9 of 9 securities are required to obtain approval from the Chairman. 11. Consequences of breaching this policy Breaches of this policy will be taken very seriously. A breach of this policy may result in criminal prosecution and/or disciplinary action, which could include dismissal if the breach is serious. For more information Contact the Risk and Compliance team on Visit DISCLAIMER This document is for Internal Use only and contains Company confidential and proprietary information. Once printed, this document becomes an uncontrolled copy and is current as at the date of printing. Version control and quality control can not be guaranteed once downloaded from the BTIM website. For the most up to date version, please refer to the BTIM website.