Code of Conduct
This Code of Business Conduct and Ethics applies to all Little Square Capital directors, officers and employees, as well as to directors, officers and employees of any subsidiary of Little Square Capital. Such directors, officers and employees are referred to herein collectively as the “Associates”. Little Square Capital, its parent company, and its subsidiaries are referred to herein collectively as the “Little Square Capital Group”.
The Little Square Capital Group seeks to uphold the highest levels of business ethics and personal integrity in all its business transactions and interactions. This, Code of Business Conduct and Ethics serve as a personal copy of the basic principles of our strategic philosophy (“Our Philosophy”) and the rules that should guide the conduct of all Associates (“Code of Conduct”). It emphasises the Little Square Capital Group's commitment to compliance with the law and ethics; it defines basic standards of legal and ethical behaviour, it lists reporting mechanisms for suspected or known legal or ethical violations, and it defines what we consider as wrongdoing.
Knowledge of the content of this code is of fundamental importance to all Associates, who should read it and sign a statement to that effect.
Full compliance with these rules is expected, given that violations of these rules are potentially damaging and harmful to other Associates and to Little Square Capital. Associates ate responsible to uphold the values of Little Square Capital and therefore to act on behalf of their own benefit and to the benefit of other Associates.
We want to be the best financial services boutique in the United Kingdom. This depends on the individual contribution of each Associate. We operate on behalf of third parties, where we provide financial services with a wholesale-based philosophy and target a select number of clients. We do not aim to be everything to everybody. We therefore only do what we can do well and strive to be the best at everything we do. Our service and products seek to always add analytical rigour, creativity, intelligence and impeccable execution. We are not here for short-term gains.
We look to build long-term relationships with our clients. We, therefore, expect Associates to always treat our clients well, not only efficiently, but also courteously, ethically and fairly.
We truly believe our greatest asset is our people and our good name. We expect our Associates to embrace this commitment to the highest ethical standards and to ensure that all the actions they take on behalf of the Little Square Capital Group honour this commitment.
Our people should be of the highest integrity and quality. We select the best people and train them well. Everybody shares in the profits and the opportunities to advance and monetise are available to those who prove themselves. Profit sharing is open to those who contribute to Little Square Capital. We want active participants, not merely stakeholders.
We want to do things with objectivity. Little Square Capital is therefore informal, objective, simple and communicative. We believe that informality (flat hierarchy) and internal communication (the exchange of information and the sharing of ideas between relevant persons) lead to efficiency and creativity, but we also ensure that controls are in place to avoid information flow that may harm the interests of one or more clients.
Although we operate in markets that require highly flexible and rapid solutions, we target long-term sustainability and profitability for Little Square Capital. We aim to build a collegiate purposeful team that operates with integrity and honesty while respecting the individuality of each Associate.
If we succeed to work well, serving our clients well and intensely motivating our Associates to act on the principles and philosophy of the business, we believe we should be profitable.
The Code of Business Conduct and Ethics serves only as a rough guide, given we believe that during business the complexity and variety of ethical questions cannot be fully anticipated. Associates should use judgement and common sense and seek the advice of directors, supervisors, or other appropriate personnel to apply the principles and respond to situations not specified.
A conflict of interest may arise where a company or an employee who, owing a duty to a client, may have personal or professional interests which compete with this duty and may entail a risk of material damage to the client’s interests. A situation may be a conflict of interest even if no improper act or disadvantage to the client arises from it.
Our Conflict of Interest Policy (copies available separately) is designed to identify and summarise those conflicts which the Company may experience and how we address the challenges that such conflicts create.
Conflicts that prioritise the private interests of associates and before their professional responsibilities to Little Square Capital, its clients or other institutions with which Little Square Capital maintains relations, are not accepted.
All directors and executive officers of the Little Square Capital Group shall disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Senior Directors of Little Square Capital. No action may be undertaken with respect to any transaction or service unless and until such action has been approved by the Senior Directors.
For the purposes of identifying the types of conflict of interest that may arise while providing investment and ancillary services or a combination thereof and whose existence may damage the interests of a client, the firm considers any of the following situations, whether they are as a result of providing investment or ancillary services or investment activities or otherwise:
• the firm or relevant person is likely to make a financial gain, or avoid a financial loss, at the expense of the client,
• the firm or relevant person has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of a client which is distinct from the client’s interest in that outcome,
• the firm or relevant person has financial or other incentives to favour the interest of another client or group of clients over the interest of the said client,
• the firm or relevant person carries on in the same business as the client,
• The firm or relevant person receives or will receive from another other than the client, an inducement in relation to a service provided to the client in the form of a financial gain, goods or services – other than the standard fee or commission for that service.
Nature of conflict and measures
Personal Account Dealing (please see the separate Personal Account Dealing policy)
The risk arising is that staff who are party to privileged information concerning investments with which we deal may trade on information which is unknown to the client for personal gain.
The firm has a restricted investor list to counter this and a policy whereby staff members are only able to invest after the investment has been made available to the general public. In addition, all personal investments must be approved by the CEO, or immediate deputy prior to their taking place.
Gifts (please see the separate Gift policy)
This covers the risk that any gifts or hospitality provided by a third party may materially influence a recommendation provided to the client.
Inducements (please see the separate Inducement policy)
This covers the risk of material inducements being given or offered which may conflict with a duty of care owing to a client.
Remuneration (covered within the Gift policy)
This deals with the risk that remuneration policy may encourage staff to take account of their own earnings from a potential transaction rather than the best interests of the client. The firm should put in place a policy whereby all staff receive the same level of commission regardless of the project the client invests in. All staff are aware of their obligations to act in the client’s best regardless of personal benefit.
Associates should never use their position in Little Square Capital to make a specific gain for themselves, their families or for third parties in general.
Associates may not accept nor solicit anything of value, or any material gain in order to influence the transaction or business of Little Square Capital. Nor may associates offer anything of value or any material gain to any person outside of Little Square Capital in order to influence transactions, services or any business with the latter.
Associates may not exercise any external activity that conflicts with the interests of Little Square Capital, without proper disclosure.
Approval of a Senior Director is required before accepting any remunerated external activity, even if it does not conflict with the activities of Little Square Capital.
Associates may not trade stock portfolios or portfolios of other assets that require constant management or conflict with any capital markets activities of Little Square Capital.
Any external request for lectures, articles for journals or magazines, interviews or comments to the press or media should be taken to the supervisor responsible for the area in which the associate works, and in the case of any doubts, to the Senior Directors. This latter person is charged with Little Square Capital’s relationship with the press and media.
Behaviour in Professional Activities:
Associates must request from the directors responsible, information on travel expenses and operational expenses. Rules exist on this matter that should be read and observed.
Associates shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers and colleagues. No associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.
No gift or entertainment should ever be offered or accepted by Associates unless it is not excessive in value, cannot be construed as a bribe or payoff and does not violate any laws or regulations. The offer or acceptance of cash gifts by any Associate is prohibited.
Associates are evaluated solely on the merit of their contributions. Any discrimination, whether in favour or against, for any reason, is prohibited (which includes economic status, sex, religion or origin).
Privileged Information and Insider Trading:
In the execution of their activities at Little Square Capital, Associates may be exposed to commercial secrets, information about Little Square Capital and its clients, computer programs, technologies, systems, applications, etc. All of these are proprietary products of Little Square Capital.
Associates may not disclose any information related to proprietary products to the benefit of others, unless authorised to do so in the fulfilment of their activities at Little Square Capital.
Associates who have access to confidential information are not permitted to use or share that information for securities trading purposes (“inside trading”) or for any other purpose except the conduct of the Company’s business. All material non-public information about the Company’s clients should be considered confidential information. It is illegal to trade in securities while in possession of material, non-public information, and it is also illegal to communicate such information to others.
As a result of the emphasis of internal communications at Little Square Capital, all Associates have access to large amounts of information. Associates should assume that this information is strictly confidential and can only be disclosed and used in their activities at Little Square Capital
Special care should be taken when commenting on this information or when analysing documents in public places, such as elevators or restaurants. Documents should not be left in meeting rooms or other locations where they may be seen by people outside of Little Square Capital.
Information provided by our clients, or related to our competition, is strictly confidential, and should be treated with absolute care and discretion. Depending on the degree of sensitivity of the information, it may be disclosed only to persons involved in the specific transaction to which they are related. When in doubt, seek guidance from the director in charge of the specific area.
In the case of confidential information that could have an impact on any stock exchange operations, special rules exist that defines the levels of confidentiality ("Chinese Walls"), any restrictions on operations ("Restricted List") and the coordination between the various areas of Little Square Capital affected by those operations, which should be consulted whenever necessary.
The Company maintains a record of all activities where a conflict of interest has arisen and where they may arise. Associates should communicate any relevant information to a director.
Training and Review
All firm employees will be given training on how to be aware of conflicts of interest and how to report any new or future conflicts.
Failure to Comply
Failure to comply with this Policy and procedures outlined above may result in disciplinary procedures being invoked.
Amendments to the Policy
We annually review this Policy, and should any amendments be made, which may materially affect the way in which the firm would handle a conflict of interest on behalf of a client, the client shall be notified in writing of the nature of the changes. The client will also be provided, on request, with an up-to-date copy of the conflicts of interest policy statement.
The responsibilities contained within this document will be reviewed on an annual basis by (the managing directors) and any changes made if appropriate.
Please see related policies listed below