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Conflicts of Interest Policy

Purpose

This Conflicts of Interest Policy applies to all dealing activities by employees of BitGo MENA FZE (Dubai). It covers all products and dealing activities within the Firm and related entities.

Scope

As regulator, VARA requires all licensed Virtual Asset Services Providers to identify, manage, record, and monitor conflicts of interest. BitGo has adopted this Manual to assist management and employees in identifying potential conflicts and describing how the Firm takes appropriate steps, including effective organisational and administrative arrangements, to prevent or manage conflicts.

Policy relies on:

  1. Company Rulebook

  2. Market Conduct Rulebook

  3. Virtual Assets and Related Activities Regulations 2023

Policy Statement

This Policy applies to all Company employees, including Board members and senior executive officers. Employees should use the Policy to guide conduct and adherence to fiduciary obligations for customer custodial accounts. Should be reviewed with BitGo's Code of Ethics, Anti-Bribery Policy, Consumer Protection and Anti-Fraud Policy, and Third-Party Risk Management Policy.

Conflicts of Interest

The Firm shall use all reasonable efforts to avoid conflicts of interest between their Group, the Firm, their Board, their Staff, their clients, and their investors.

When conflicts cannot be avoided, the Firm shall ensure disclosure to affected clients for fair treatment. If a Board member or Staff has an interest impairing objectivity, they must:

  1. Promptly disclose the conflict nature to affected clients

  2. Manage and minimize conflict through appropriate measures ensuring fair treatment, including establishing information barriers and internal controls

Board Procedures

  • Board members with material transaction interests must be disclosed

  • Remaining Board members assess whether continued participation is appropriate

  • If inappropriate, that member may be asked to leave the meeting

  • Member cannot use personal influence on issues

  • Board members shall not vote on the decision

  • Company Secretary records conflict in Board minutes

1. Approval of Transactions

VASPs cannot enter transactions with Related Parties exceeding 5% of issued share capital without prior written Board consent. Significant term changes require further Board consent.

2. Voting Restrictions

Related Parties with transaction interests cannot participate in voting regarding Board decisions on those transactions.

3. Notification and Reporting

Board shall notify VARA before entering Related Party transactions, providing: Related Party identity, detailed transaction information including nature and benefits, and written confirmation that terms are fair, reasonable, proportional to shareholder interests.

4. Transaction Register

The Firm maintains a detailed register of all Related Party transactions including Related Party names and transaction details.

5. Monthly Reporting

The Firm reports all Related Party transactions to VARA monthly or upon request.

Insider Lists

The Firm must maintain complete, up-to-date lists of all Entities (Board, Staff, Group, advisors, accountants, service providers) having or potentially having access to Inside Information (Insider List). Insider Lists retained for minimum eight years after creation/update; VARA receives Insider Lists upon request.

Minimum contents of Insider Lists:

  • Entity identity accessing Inside Information

  • Reason for inclusion

  • Date/time of Inside Information access

  • Date Insider List was created

Board and Staff Positions

All Board members and Staff must obtain written Firm approval before: opening, modifying, or closing Virtual Asset positions held on personal account; increasing/decreasing shareholding in legal entities other than the Firm; taking directorship in legal entities other than the Firm.

At least every six months, Board members and Staff notify the Firm regarding Virtual Asset positions and shareholding or director roles in legal entities other than the Firm.

Trading on Own Account

The Firm is prohibited from actively investing in its own or Group's Virtual Asset or other asset portfolio. An exception applies for transactions in Virtual Assets for prudent Net Liquid Assets management, provided the Firm maintains full transaction records for eight years.

Any Emirate Entity actively investing its own portfolio in Virtual Assets at or above USD 250,000,000 equivalent value during any rolling 30-calendar-day period must register with VARA prior to investing.