1. Purpose
This policy establishes Rest Capital Ltd's framework for identifying, disclosing, managing, and where necessary avoiding conflicts of interest. As an Appointed Representative of RiskSave Technologies Ltd ("RiskSave") operating under RiskSave's FCA permissions pursuant to Section 39 of FSMA, Rest Capital has a duty to act honestly, fairly, and in the best interests of its clients and to manage conflicts that could give rise to customer harm, regulatory breach, or reputational damage.
Under the AR agreement, Rest Capital is obliged to keep RiskSave informed of conflicts of interests as a material development in the business (STOB clause 3.4). This policy sets out how Rest Capital identifies, manages, and reports conflicts to meet that obligation and applicable FCA requirements.
This policy meets requirements under:
- FCA SYSC 10 (Conflicts of Interest)
- FCA Principle 8 (Managing Conflicts of Interest)
- FCA COBS 2.3 (Inducements)
- The Senior Managers and Certification Regime (SM&CR) Conduct Rules
- Companies Act 2006, Sections 175–177 (Directors' duties)
2. Scope
This policy applies to:
- All directors, officers, and employees of Rest Capital Ltd
- All contractors, consultants, and secondees performing work for or on behalf of Rest Capital
- All business activities, relationships, and transactions conducted by or on behalf of the firm
- Personal activities and interests of covered persons to the extent they may conflict with the firm's duties to its clients or business interests
3. Definitions
(a) Conflict of Interest — A situation where a person's private interests, duties, or relationships could improperly influence, or reasonably appear to influence, their judgement, decisions, or actions on behalf of Rest Capital or its clients.
(b) Personal Account Dealing — Buying, selling, or holding financial instruments in a personal capacity (or through a connected person) where the transaction relates to instruments connected with the firm's business activities.
(c) Connected Person — A spouse, civil partner, cohabitant, dependent child, or any other person or entity over whom the covered person exercises significant influence or control, or from whom the covered person derives a material financial benefit.
(d) Outside Business Activity (OBA) — Any employment, directorship, consultancy, advisory role, or business activity outside Rest Capital, whether paid or unpaid.
(e) Gift or Entertainment — Any item of value, hospitality, event, or experience offered to or by a covered person in connection with the firm's business.
(f) Related-Party Transaction — Any transaction between Rest Capital and a party that has a pre-existing relationship with a covered person (including family members, personal business interests, or former employers).
(g) Compliance Officer — The individual coordinating risk and compliance activities on a day-to-day basis within Rest Capital. RiskSave provides ongoing compliance officer and compliance monitoring services under the AR agreement; this internal role works alongside that external support and may be held by the CEO or another member of staff.
4. Policy Statements
4.1 General Principles
(a) All covered persons must act in the best interests of Rest Capital's clients and the firm, placing client interests ahead of personal interests at all times.
(b) Conflicts of interest must be identified early, disclosed promptly, and managed or avoided before they can cause harm.
(c) Where a conflict cannot be adequately managed, the conflicted activity must be avoided entirely.
(d) No covered person shall use their position, access to information, or the firm's resources for personal gain at the expense of clients or the firm.
(e) The appearance of a conflict is treated with the same seriousness as an actual conflict.
4.2 Identification of Conflicts
(a) The Compliance Officer shall maintain a Conflicts of Interest Register documenting all identified actual and potential conflicts across the business.
(b) The following situations shall be considered potential conflicts and must be disclosed:
- Personal Investments — Holding or trading financial instruments that relate to, or could be influenced by, the firm's business activities or client relationships.
- Outside Business Activities — Holding a directorship, employment, consultancy, advisory role, or significant business interest outside Rest Capital.
- Family & Personal Relationships — Having a close personal relationship with a client, supplier, introducer, or competitor of Rest Capital, or with another employee where a reporting or approval relationship exists.
- Gifts, Entertainment & Inducements — Receiving or offering gifts, hospitality, or other benefits that could influence or appear to influence business decisions.
- Board Memberships & Public Roles — Serving on the board of another company, charity, or public body where duties could conflict with Rest Capital obligations.
- Related-Party Transactions — Proposing or participating in a transaction involving a party connected to the covered person.
- Access to Material Non-Public Information — Being in possession of information that, if used, could provide an unfair advantage.
- Dual Roles — Performing multiple functions within the firm where one role could compromise the independence of another (e.g., compliance oversight and revenue-generating activity).
4.3 Disclosure Requirements
(a) All covered persons must complete a Conflict of Interest Disclosure Form:
- Upon joining Rest Capital (within the first week of employment)
- Annually (as part of the annual attestation process)
- Promptly whenever a new actual or potential conflict arises
(b) Disclosures must include sufficient detail for the Compliance Officer to assess the nature and severity of the conflict.
(c) Failure to disclose a known or reasonably identifiable conflict is a serious breach of this policy and may result in disciplinary action.
(d) Material conflicts shall be communicated to RiskSave as a material development in the business (STOB clause 3.4).
4.4 Personal Investments & Account Dealing
(a) All covered persons must disclose their personal investment accounts and those of connected persons upon joining and annually thereafter.
(b) The following restrictions apply to personal investment activity:
- No personal dealing in instruments that are directly connected with Rest Capital's client activities or business operations, unless pre-approved by the CEO.
- No short-term speculative trading in instruments where the covered person has access to material non-public information through their role.
- Any personal dealing that could give rise to a conflict must be pre-cleared with the Compliance Officer before execution.
(c) The Compliance Officer may impose additional restrictions, holding periods, or monitoring requirements on personal dealing as deemed necessary.
4.5 Outside Business Activities
(a) All covered persons must obtain prior written approval from the CEO before:
- Accepting any directorship, employment, or consultancy engagement outside Rest Capital
- Starting, acquiring, or materially investing in any business
- Accepting appointment to a board, advisory panel, or public body
(b) Approval shall be granted only where the Compliance Officer is satisfied that the activity does not create an unmanageable conflict and will not impair the individual's ability to perform their duties.
(c) Approved OBAs shall be recorded in the Conflicts of Interest Register and reviewed annually.
(d) Changes to directorships, management, or key employees shall be notified to RiskSave as material developments (STOB clause 3.4).
4.6 Gifts, Entertainment & Inducements
This section should be read alongside the Anti-Bribery & Corruption Policy (RC-GOV-POL-003), which provides the firm's overarching framework for preventing bribery and corruption.
(a) Covered persons must not offer or accept gifts or entertainment where doing so could improperly influence, or appear to influence, business decisions.
(b) The following thresholds apply:
| Category | Threshold | Requirement |
|---|---|---|
| De minimis gifts (branded items, refreshments) | Under £50 | No approval needed; record if recurring from same source |
| Standard gifts or entertainment | £50–£250 | Pre-approval from line manager; recorded in the Gift Register |
| Significant gifts or entertainment | Over £250 | Pre-approval from CEO; recorded in the Gift Register |
| Cash or cash equivalents | Any value | Prohibited — must be declined |
(c) All gifts and entertainment above the de minimis threshold must be recorded in the Gift & Entertainment Register maintained by the Compliance Officer.
(d) Patterns of frequent gifts or entertainment from a single source, even below thresholds, shall be reviewed by the Compliance Officer.
4.7 Related-Party Transactions
(a) Any proposed transaction or arrangement between Rest Capital and a related party must be disclosed to the CEO and Compliance Officer before it is entered into. Material contractual arrangements must also be notified to RiskSave (STOB clause 3.4).
(b) Related-party transactions shall be subject to enhanced scrutiny to ensure they are conducted on arm's-length terms and are in the best interests of the firm and its clients.
(c) The conflicted person must recuse themselves from any decision-making process related to the transaction.
4.8 Managing and Mitigating Conflicts
(a) Where a conflict is identified, the Compliance Officer shall determine the appropriate management action, which may include one or more of the following:
- Disclosure — Recording the conflict and making it transparent to relevant parties.
- Recusal — Removing the conflicted individual from relevant decision-making.
- Information Barriers — Restricting the flow of information between functions or individuals.
- Enhanced Oversight — Increasing monitoring or requiring additional approvals.
- Decline/Avoidance — Declining the conflicting engagement, transaction, or relationship where management is not sufficient.
(b) The management approach shall be documented in the Conflicts of Interest Register along with the rationale.
(c) Material or complex conflicts shall be escalated to the CEO for determination.
4.9 Disclosure to Clients
(a) Where a conflict cannot be fully managed and may affect client outcomes, Rest Capital shall disclose the nature of the conflict to affected clients in a clear, fair, and not misleading manner before proceeding.
(b) Disclosure to clients shall not be used as a substitute for proper conflict management — it is a last resort where residual risk to clients remains.
5. Roles and Responsibilities
5.1 CEO
(a) Accountable for the firm's conflict of interest framework and its effectiveness.
(b) Approves this policy and material conflict management decisions.
(c) Approves Outside Business Activities and gifts/entertainment above the significant threshold.
(d) Sets the tone for ethical conduct and conflict management across the firm.
(e) May act as the Compliance Officer or delegate this role to another member of staff.
(f) Ensures Rest Capital meets its obligation to inform RiskSave of conflicts of interest and other material developments (STOB clause 3.4).
5.2 Compliance Officer
(a) Maintains the Conflicts of Interest Register and Gift & Entertainment Register.
(b) Assesses disclosures and advises on appropriate management actions.
(c) Conducts periodic reviews of the register and testing of controls.
(d) Provides guidance to staff on identifying and disclosing conflicts.
(e) Reports to the CEO on conflict trends, themes, and any concerns.
(f) Liaises with RiskSave's compliance monitoring function as required.
5.3 All Covered Persons
(a) Identify, disclose, and manage conflicts in accordance with this policy.
(b) Complete the annual attestation and disclose new conflicts promptly.
(c) Seek guidance from the Compliance Officer when in doubt.
(d) Cooperate with any reviews or investigations related to conflicts of interest.
6. Annual Attestation
(a) All covered persons must complete an annual Conflict of Interest Attestation confirming:
- They have read and understood this policy
- They have disclosed all actual and potential conflicts of which they are aware
- They have disclosed all Outside Business Activities
- They have disclosed all personal investment accounts and those of connected persons
(b) The Compliance Officer shall coordinate the annual attestation cycle and follow up on incomplete or overdue submissions.
7. Breach and Enforcement
(a) Failure to comply with this policy — including failure to disclose a conflict, unapproved personal dealing, or accepting prohibited inducements — is a serious matter.
(b) Breaches may result in disciplinary action up to and including termination, and may be reportable to the FCA under SM&CR conduct rules.
(c) Any breaches of FSMA or FCA Rules shall be promptly reported to RiskSave (STOB clause 6.3).
(d) All suspected breaches must be reported to the Compliance Officer immediately.
8. Record Keeping
(a) All conflict disclosures, registers, approval records, attestations, and supporting documentation shall be retained for a minimum of six years, consistent with RiskSave's record retention obligations (STOB clause 12.3).
(b) Records shall be stored securely and classified as Internal in accordance with the Data Classification Policy (RC-ISMS-POL-004).
9. Training
(a) All covered persons shall receive conflict of interest training upon joining Rest Capital and annually thereafter.
(b) Training shall cover the identification, disclosure, and management of conflicts, with practical examples relevant to the firm's activities.
10. Policy Review
(a) This policy shall be reviewed annually, or sooner if triggered by regulatory changes, material incidents, or changes to the firm's business model.
(b) The CEO is responsible for approving any amendments to this policy.
Approval
| Role | Name | Date |
|---|---|---|
| Policy Owner | CEO | 19 February 2026 |
| Approved By | CEO |