Institutional Home Affiliates Office Locations

Corporate Ethics Contact Us Site Map Terms and Conditions Policy for Sales of Financial Products Notice for the Deadline under the Specified Investors’ System Protection of Personal Information Management Policy for Conflict of Interest
(Outline)

Institutional > Management Policy for Conflict of Interest (Outline)

Management Policy for Conflict of Interest(Outline)

Shinsei Bank, Limited

1. Purpose
In order to prevent the interests of customers from being unfairly impaired, Shinsei Bank, Limited (hereinafter “Shinsei Bank”) has established the Management Policy for Conflict of Interest, which provides for basic items to develop the management system for conflict of interest for Shinsei Bank and Shinsei Group companies (hereinafter “Shinsei Group”) under provisions of the Banking Act and the Financial Instruments and Exchange Act (hereinafter “this Policy”).
Outline of this Policy shall be publicly announced as follows under the relevant laws and regulations:
2. Scope of Shinsei Group Companies
Shinsei Group companies subject to the management for conflict of interest by Shinsei Bank shall be as shown in a separate table.
3. Categories of Transactions Which May Involve Conflict of Interest and Examples
(1) Categories of Transactions Which May Involve Conflict of Interest
Categories of transactions which may involve conflict of interest may include following: However, these categories merely show standards for making a judgment whether if there may be a conflict of interest or not. It does not necessarily mean that there is a conflict of interest if it is applicable to any one of following: Also, additions and revisions, as required, may be made in future.
ⅰ) When there is a conflict of interest between Shinsei Group and a Customer
ⅱ) When there is a conflict of interest between Shinsei Group’s Customer and another Customer
ⅲ) When it is similar to ⅰ) or ⅱ) above and when the interests of Customers are unfairly impaired in other ways
Shinsei Bank shall take general circumstances, including any influence on Shinsei Group’s reputation, into consideration to judge if conflict of interest is involved or not.
(2) Examples
Examples of transactions which may involve conflict of interest shall include following and other similar transactions:
ⅰ)Examples of Categories under ⅰ) (1) Above
(a) When advice, etc. are given with regard to M&A and financing of principal investment of Shinsei Group to a Customer who is in a conflicting/competitive relationship with proposed investment or sale under consideration for the applicable principal investment
(b) When advice, etc. are given for M&A to a Customer, to whom credit is given by Shinsei Group
(c) When advice, etc. are given for M&A and financing to a Customer, who is in a conflicting/competitive relationship with Shinsei Group’s customer
(d) When advice, etc. are given to a Customer for M&A and financing and at the same time principal investment is made in the applicable Customer, assets are purchased from the applicable Customer and other transaction is carried out with the applicable Customer
(e) When a Customer, to whom credit is given by Shinsei Group, is assisted by Shinsei Group in the applicable Customer’s financing and at the same time Shinsei Group intends to collect fund from the applicable Customer by means of fund raised through Shinsei Group’s assistance
(f) When Shinsei Group makes a principal investment in a Customer’s assets, for which Shinsei Group has information
(g) When a wide range of services are rendered and it is intended to limit participants of a transaction to Shinsei Group companies
(h) When purchase of securities, which are issued or set up by an interested party, is solicited from a Customer or when the applicable securities are sold to the applicable Customer, or when the applicable securities are incorporated into a Customer’s assets, of which Shinsei Group is entrusted with investment. In addition, when Shinsei Group back finances the applicable securities.
(i) When Shinsei Group makes use of business information against a Customer’s intention to pursue its own interests
ⅱ) Examples of Categories under ⅱ) (1) Above
(a) When advice, etc. are given with regard to M&A and financing to more than one Customers who are involved in conflicting/competitive projects
(b) When Shinsei Group makes use of business information against a Customer’s intention to pursue interests of another Customer
4. How to Manage Transactions Which May Involve Conflict of Interest
If it is determined that a transaction is applicable to Subject Transaction, Shinsei Bank shall try to protect Customers appropriately through a selection or combination of methods below and other methods.
ⅰ) Separation of a division responsible for Subject Transaction and a division responsible for the applicable Customer’s deal
ⅱ) Change in conditions or ways of Subject Transaction or the applicable Customer’s deal
ⅲ) Suspension of Subject Transaction or the applicable Customer’s deal
ⅳ) Appropriate disclosure of information on possible risks that the applicable Customer’s interests may be unfairly impaired incidental to Subject Transaction (provided, however, that such disclosure does not infringe with confidential liability of Shinsei Group)
5. Management System for Conflict of Interest
(1) Establishment of a Division Responsible for the Management of Conflict of Interest
ⅰ) Legal and Compliance Division, Shinsei Bank shall be a division responsible for the management of conflict of interest.
ⅱ) Division responsible for the management of conflict of interest shall not be instructed by manager of any other division for details of operations and shall maintain its independence in operations of the management of conflict of interest.
ⅲ) Division responsible for the management of conflict of interest shall be responsible for the company-wide management system to specify transactions, which may involve conflict of interest, and to control conflict of interest.
(2) Responsibilities of the Division Responsible for the Management of Conflict of Interest
Division responsible for the management of conflict of interest shall discharge following responsibilities in a position independent from divisions responsible for businesses at Shinsei Bank and Shinsei Group companies: When a division responsible for the management of conflict of interest gives an instruction to Shinsei Group companies or when Shinsei Group companies make a report to a division responsible for the management of conflict of interest, such an instruction/a report shall be given/made through a division responsible for internal management at the applicable Shinsei Group companies.
ⅰ) To instruct divisions responsible for businesses at Shinsei Bank and Shinsei Group companies to implement appropriate management of conflict of interest with regard to Subject Transaction as well as to specify Subject Transaction.
ⅱ) To make semi-annual reports to the Executive Committee on transactions which may involve conflict of interest, as specified and managed. However, any item, which may have a considerable influence on the management or may considerably impair the interests of customers, shall be reported to the Executive Committee without delay.
ⅲ) To receive reports on the management status, etc. of conflict of interest for Subject Transactions, including Subject Transactions of Shinsei Group companies, on a regular basis or from time to time, to verify implementation of appropriate management and to review procedures and systems for the management of conflict of interest, as required.
ⅳ) If Customer’s interests may be unfairly impaired, to instruct implementation of appropriate management of conflict of interest to divisions responsible for businesses at Shinsei Group, as required, and to review Subject Transaction, etc.
ⅴ) To give training, on a regular basis, to statutory executive officers and employees of Shinsei Group with regard to the management of conflict of interest on the basis of this Policy and management regulations for conflict of interest and to make sure that everybody appropriately understands about the management of transactions which may involve conflict of interest.
(3) Preparation/Conservation of Management Records of Conflict of Interest
Actions taken to appropriately ensure specification of Subject Transactions and their management and Customer protection shall be recorded, and such records shall be maintained for 5 years from the date of preparation.

Shinsei Group companies subject to the management for conflict of interest (as of 2011/1/11)

Copyright © 2003-2011 Shinsei Bank, Limited. All Rights Reserved.
Careers Japanese Investor Relations About Shinsei Bank Institutional Individual Shinsei Bank