AG-COR-004 — Authority, Conflicts, and Related-Party Policy
1. Purpose
This Policy establishes how Alta Group N.V. and its controlled entities delegate authority, identify conflicts of interest, approve related-party activity, and document material decisions.
It supplements the Articles of Incorporation, Bylaws, Shareholders' Agreement, and subsidiary governance charters. Those documents control if a conflict exists.
2. Covered Persons
This Policy applies to directors, officers, subsidiary leaders, staff, contractors, operators, and any person exercising delegated authority for Alta Group or an Alta entity.
3. Delegated Authority
Authority must arise from at least one of the following:
- a governing document;
- a Board or shareholder resolution;
- a subsidiary charter;
- a written appointment or delegation;
- an approved role or permission recorded in Alta systems; or
- emergency authority expressly recognized by a governing document.
Delegated authority must be used only for its stated purpose. It may be limited, suspended, or withdrawn by the person or body that granted it.
4. Reserved Matters
Unless separately approved, the following remain reserved to Alta Group:
- formation, acquisition, sale, merger, or dissolution of an entity;
- changes to ownership, voting rights, or governing documents;
- appointment or removal of subsidiary leadership;
- launch of a material new financial product;
- material borrowing, guarantees, capital commitments, or asset transfers;
- adoption of customer-facing legal documents and material fee changes;
- transactions involving a director, officer, shareholder, or affiliated entity;
- material use or transfer of Alta intellectual property;
- material security incidents or permanent shutdowns; and
- any matter designated as reserved by the Chairman or Board.
Routine operations may be performed by authorized subsidiary personnel within approved limits.
5. Conflicts of Interest
A conflict exists when personal, financial, community, staff, or other interests could affect—or reasonably appear to affect—a person's judgment on behalf of Alta.
Covered Persons must disclose known conflicts before participating in the affected decision. A disclosure should identify the relationship, the decision involved, and any expected benefit.
6. Required Recusal
Unless the disinterested approving authority decides otherwise, a conflicted person must not:
- approve the transaction;
- control the review;
- use confidential information for personal advantage;
- pressure staff responsible for the review; or
- alter records concerning the decision.
The conflicted person may provide factual information when requested.
7. Related-Party Transactions
A related-party transaction includes an agreement, payment, loan, account treatment, contract, asset transfer, fee waiver, or other benefit involving:
- a director, officer, shareholder, or their controlled entity;
- an immediate family or close business associate of a decision-maker;
- an Alta subsidiary dealing with another Alta entity outside ordinary operations; or
- any party able to influence the decision-maker.
Related-party transactions require documented approval by a disinterested authority. The record should state the parties, purpose, material terms, conflict disclosed, reviewer, and decision.
8. Customer and Account Decisions
Staff must not grant preferential account, credit, merchant, brokerage, fee, enforcement, or dispute treatment solely because of personal relationships, status, or pressure from an interested party.
Permitted relationship-based products must follow published eligibility and approval procedures.
9. Gifts and Benefits
Covered Persons must not solicit or accept a gift, payment, favor, role, or benefit intended to influence an Alta decision. Nominal community gifts may be accepted only when they do not create an obligation or appearance of improper influence.
10. Records and Audit
Material approvals, recusals, exceptions, and related-party decisions must be recorded through an approved corporate, audit, support, or decision log. Records must not be deleted or altered to conceal a conflict.
11. Emergency Action
Emergency authority may be used to protect customers, systems, funds, data, or operations. The action and reason should be documented promptly and submitted for later review when practical.
12. Violations
Violations may result in reversal of the affected action, removal of permissions, disciplinary action, removal from office, contract termination, account restrictions, or other remedies available under Alta governing documents.