Conflict of Interest Policy

• Orbix Custodian Co., Ltd. (“the Company”) is committed to conducting its business with transparency, in accordance with all applicable laws and the principles of good corporate governance, while prioritizing the best interests of our clients.
• Employees must not seek personal gain, whether directly or indirectly, that conflicts with the interests of the Company or its clients.
• The Company shall not engage in any action that unfairly prioritizes its own interests over those of its clients.
• The Board of Directors is responsible for operating the Company with honesty and integrity and must avoid involvement in matters presenting a conflict of interest. In cases where executive-level personnel have a conflict of interest, they must promptly notify the Board of Directors and recuse themselves from any related deliberations. Operational-level personnel with a conflict of interest must immediately inform their direct supervisor, who will reassign the task to another employee.

• The Company prohibits its personnel (including directors, employees, consultants, and contractors) from providing services to, or entering into a business partnership with, any entity that operates in the same business sector and competes with the Company. This prohibition applies during their tenure and for a period of no less than 2 months following the termination of their employment, except under the following conditions:

  • Approval is granted by the Board of Directors for executive-level personnel.
  • Approval is granted by the Managing Director for operational-level personnel.

  If a director or executive of the Company holds a position in another entity, particularly an entity within the Kasikornbank Financial Conglomerate, where their responsibilities could create a material conflict of interest, they must strictly adhere to the Company's established conflict of interest prevention measures and policies.

• Related-Party Transactions: As a member of a financial business group, the Company adheres to a strict policy for related-party transactions. Any such transaction must be essential for business operations and executed on an arm's length basis, ensuring commercially reasonable terms equivalent to those with unrelated third parties.
• The Company maintains confidential, internal emergency asset management procedures that may involve related financial institutions and affiliated entities, including Kasikornbank PCL, Orbix Invest Co., Ltd., Kasikorn Securities PCL, Kasikorn Asset Management Co., Ltd., Kasikorn Factory and Equipment Co., Ltd., Kasikorn Investure Co., Ltd., Kasikorn Line Co., Ltd., and Orbix Technology and Innovation Co., Ltd.
• The provident fund managed by Kasikorn Asset Management Co., Ltd.
• Group insurance policies with Muang Thai Life Assurance PCL.

• The Company provides training for new employees, conducted internally by Company trainers.

  In accordance with the principles above, should a transaction involving a potential conflict of interest be considered for approval, it must be handled with the utmost care, prudence, and integrity. Approval will be denied if the transaction is structured in a way that improperly transfers benefits or value from the Company, even if conducted under general commercial terms.

• Of course. Here is the professional translation of the text.In cases where the Company provides digital asset custody services to an affiliated digital asset business operator with whom it shares a major shareholder, the Company must adhere to the following additional requirements as stipulated by the Notification of the Securities and Exchange Commission (SEC) Board concerning the Rules, Conditions, and Procedures for Operating a Digital Asset Business:

  (1) The affiliated digital asset business operator must not share any common directors or managers with the Company.

  (2) The Company must maintain a board composition where independent directors constitute at least one-third (1/3) of all board members, with a minimum of two (2) independent directors at all times.

  (3) An Audit Committee, composed of a majority of independent directors, must be established. Its duties include monitoring and auditing the Company's operations and reporting its findings to the Board of Directors.

  (4) A compliance oversight function must be established to report on the Company's operations to the Audit Committee at least once per quarter. Furthermore, personnel within this function must not have been involved in any incident that has materially impacted client assets under custody.