Policy on business ethics, anti-bribery and corruption

Definitions

Company	Any company in the Max Matthiessen Group
ABC	Anti-bribery and corruption
Bribery	Offering, promising, giving, requesting or agreeing to receive or accepting of an undue advantage to another person to induce or reward improper performance of a relevant function or activity.
Benefit	A gift, reward or equivalent of a material or intangible nature. Benefits without economic value may also be covered by the concept. For example, it may be a membership in an exclusive club, prestigious awards or a benefit that, without having a financial value, is personally valuable to the recipient, e.g. sentimental value.
Corruption	Abuse of entrusted power or position for private gain including for example bribery, embezzlement, fraud and extortion.
Attitude-influencing benefit	Benefit that is normally intended only to function as a general relationship promoter but not to influence either the recipient's decision-making or behaviour. Attitudinal benefits are often allowed.
Decision-making and behavioural benefit	A benefit that entails or is intended to entail a risk of influencing decisions or behaviour. As a general rule, benefits that influence decisions and behaviour are not permitted. E.g. benefit of high economic or personal value for the recipient.

 

Background and purpose

Max Matthiessen Group (the "Group") is committed to conducting its business with the highest standards of integrity, transparency and professionalism.

The trust of our customers, partners and the financial market at large is the foundation of our operations. To safeguard this trust, all employees are expected to act in ways that strengthen and maintain confidence in the Group and its services.

In our daily operations, we interact with customers, representatives of client companies, insurance companies, fund management companies, investment firms and other financial market participants. In these interactions, it is essential that we act correctly and responsibly, ensuring both our customers and our employees’ interests are protected.

Offering or receiving business-related benefits such as gifts, entertainment and hospitality can play a legitimate role in strengthening relationships and creating awareness of our services. However, if such benefits are inappropriate, excessive or unlawful, they may harm the Group’s reputation and business and in some cases constitute a criminal offence under law.

This policy therefore sets out clear rules and guidance for employees on how to manage ethical issues, business conduct and relationship-promoted benefits. The guidelines cover the actions of employees in situations where ethical conduct may be unclear or where the legal rules do not provide sufficient guidance.

The policy is established in alignment with all applicable laws, regulations, and international standards relevant to ethical business conduct, anti-corruption, and anti-bribery. The policy has been developed:

• In accordance with Section 2 of the Swedish Financial Supervisory Authority's general guidelines (FFFS 1998:22) on management of ethical issues at institutions under the Authority's supervision
• Reflecting rquirements of Swedish national legislation, including the Swedish Penal Code (particularly Chapter 10 on bribery and corruption), the Anti-Money Laundering Act (2016:749), and the Whistleblower Protection Act (2021:890).
• Consistent with European Union law, including MiFID II, the EU Whistleblower Directive (Directive 2019/1937), and the broader EU framework on anti-corruption and financial market integrity.
• Incorporating the principles of key international instruments such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption (UNCAC).
• With reference to extra-territorial legislation such as the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act (FCPA), where applicable to the Group’s operations.

The rules also draw on the Institute Against Bribery's Code of Gifts, Rewards and Other Benefits in Business and constitute a supplement to current laws, ordinances, regulations and general advice. The guidelines shall be applied to contact and relationship-promoting benefits offered to or by employees of the company in connection with business relationships, marketing activities or other activities that concern the company. The rules also apply when a benefit is offered or directed to someone other than an employee, e.g. a close relative or a non-profit organisation.

Through this approach, Max Matthiessen affirms its zero-tolerance stance on bribery and corruption and its commitment to maintaining the highest ethical standards across all operations. This is part of the Group’s wider commitment to conducting its business in a sustainable and responsible way, recognizing that corruption and bribery may harm fundamental sustainability objective such as respect to human rights and equality.

 

Roles and responsibilities

The Board of Directors

The Board of Directors are responsible of yearly review and adoption of the policy

Group risk and compliance

The group risk function has the overall responsibility for conducting risk assesments and ensuring the inclusion of ABC related risks. The group compliance function is responsible for suggesting and presenting any amendments to this policy to the board of directors. The group compliance function is responsible for monitoring the compliance with this policy.

Group Companies

All companies in the Max Matthiessen Group shall ensure that relevant employees receive ongoing information and training on ABC and ethical issues. Each group company is responsible for upholding the guidelines according to this policy.

Authorized person

An authorized person is responsible for decisions regarding the acceptance, offering, or approval of gifts, benefits, or comparable advantages. The power shall be exercised in accordance with the company’s corporate signing authority (power of representation) and the internal decision-making rules applicable to the respective group company.

Employees

All employees of any company in the Group or who otherwise represent the company is responsible to ensure their compliance with the policy.

 

Core ethical principles

Max Matthiessen is committed to conducting its business with the highest standards of integrity, professionalism, and responsibility. The Group must be able to stand for its actions at all times, in front of customers, employees and the media. An employee who is faced with a particular act and doubts whether they can honestly and without omitting anything justify their action, must refrain from performing the act. In case of questions or doubts concerning morals or ethics, the immediate manager or the group compliance function should always be asked for advice.

The following core ethical principles guide the behavior and decision-making of all employees, officers, directors, and representatives of the Group, regardless of role, location, or seniority.

These principles are embedded in the Group’s internal controls, policies, and day-to-day business practices. All employees are expected to uphold them not only to ensure legal compliance, but to build a strong, ethical, and sustainable business.

Integrity and honesty

We act with honesty and integrity in all our dealings, both internally and externally. We avoid misleading behavior, disclose relevant information truthfully, and take responsibility for our actions.

• The Group's employees shall always perform their work honestly, with integrity and fairly.
• The Group's employees must in all performance of their duties, in the performance of other assignments and also privately behave in such a way that confidence in the company cannot be questioned. Employees should keep in mind that their behaviour in and outside of their duties may affect the outside world's view of the company.
• The Group does not cooperate with individuals or companies that do not operate honestly, with integrity and fairly. The outside world's view of the company's partners' conduct rubs off on the company.

Compliance with laws and regulations

We comply with all applicable laws, rules, and regulatory requirements in every jurisdiction where we operate. This include, but is not limited to, laws relating to anti-corruption, bribery, anti-money laundering, data protection, securities regulation, and financial conduct.

• The Group's employees shall conduct their business in accordance with applicable regulations. This includes laws, regulations, general and internal guidelines, as well as policies, and instructions. It is part of the employee’s job to know and be able to apply these rules. If an employee has any questions about the rules that surround the company's operations, the immediate manager or the group compliance function should be consulted.
• In the event that an employee who directly participates in the insurance distribution no longer complies with the the legal requrements to distribute, the group compliance function must be contacted. The same applies if an employee receives information that another employee (advisor) no longer meets the aforementioned requirements.

Transparency and accountability

We foster a culture of openness and accountability. Decisions and transactions must be transparent, properly documented, and subject to appropriate review and oversight.

• The Group's employees may not engage in or participate in activities that in any way compete with the company's activities. The employees must report any side assignments to HR, which will make an assessment of whether it is compatible with the employee's obligations towards the company and its customers.

Fairness and respect

We treat clients, colleagues, business partners, and stakeholders with respect, fairness, and dignity. We do not tolerate discrimination, harassment, or abuse of power.

Avoidance of conflicts of interest

We act in the best interests of our clients and the company. Personal interests must not interfere with professional duties, and any potential conflicts must be disclosed and managed appropriately.

• The Group's employees, both inside and outside the company, must not engage in business transactions that are not ethically justifiable or correct. Therefore, employees may not, as part of the performance of their duties, participate in transactions for their own personal interest or where such an interest exists with a close relative. The same applies to legal entities where the company's employees or close relatives of the employee have a substantial interest.
• The Group's employees must keep good ethics in mind in connection with financial transactions, and not participate in schemes where the sole purpose is to circumvent tax legislation or other legislation.

Zero tolerance for bribery and corruption

We do not offer, give, request, or accept bribes or improper advantages of any kind. This applies to both public and private sector interactions and includes direct and indirect actions through third parties.

• In the Group’s operations, there is a risk that the business will be affected by economic crime. This places special requests on the Group and its employees. The Group’s employees must, at the slightest suspicion of financial crime or other type of crime, contact their immediate manager, the Group compliance function or the Group CEO.

Professionalism and Good Judgment

We exercise sound judgment and maintain high professional standards in all business activities. We avoid conduct that could harm the Group’s reputation or undermine trust in the financial system.

• The Group’s employees should not speak disparagingly about competitors. Instead, the employees shall provide information about the Group’s services and products as well as the value the group companies and their employees bring to their customers.
• The Group's employees must avoid entering into business or making other commitments that could have significant negative consequences for personal finances.
• All employees represent the Group both inside and outside of the workplace. This includes interactions on social media and other public platforms. Employees are expected to use good judgment and ensure that their personal views and activities do not negatively impact the Group’s reputation or create the impression that such views are endorsed by the Group.

Confidentiality and data protection

We respect the confidentiality of client and company information and handle all data in accordance with applicable data protection laws and internal policies.

• The Company's employees must be careful in the processing of personal data and other information that is confidential and only share it with colleagues who need it in accordance with the manner prescribed by the Group at any given time. This also includes information on colleagues and representatives of the user companies.

 

Risk assessment

Identification of corruption and bribery risks arising from the Group’s business activities, markets, transactions and business partners shall be included in the Group’s regular risk assessment processes. Identified specific functions or areas at risk may be subject to enhanced procedures including targeted training, oversight and monitoring activities.

 

Gifts and hospitality

This section lays out the Group’s rules on employees ability to offering or receiving business-related benefits such as gifts, entertainment and hospitality, as well as the reverse i.e. if an employee is offered a benefit.

Specifically on procurement

All procurement, in both public and private business activities, must be carried out using the competitive opportunities that exist, with good transparency and otherwise carried out in a commercial manner. A cornerstone of procurement is also that suppliers should be treated equally.

An increased risk of behavioural benefits may occur in procurements where long-term and large volumes of goods and services are to be carried out, because the value of these procurements may have a greater value than procurements of a smaller nature.

The Group must therefore exercise special caution in procurement to avoid violations of the bribery legislation and this policy. As regards the Group's employees, they must also be restrictive in receiving, giving, promising or offering a benefit from persons and undertakings in the context of the procurement procedure.

The restrictiveness and special caution are prescribed in order to avoid suspicion and to protect the integrity of the employees. In the event of the slightest doubt as to whether a benefit is to be regarded as unfair, employees shall avoid offering the benefit or declining the offer.

Specifically on the distribution of insurance

The company's distribution of insurance, i.e. advice on and brokerage of insurance, may entail a risk that behavioural benefits may occur. The company's employees shall, as in the case of procurement, be highly restrictive in giving, promising, offering or receiving benefits from actors with whom the company cooperates within the framework of its distribution. When there is the slightest doubt about the impropriety of a benefit, employees should avoid offering the benefit or declining the offer.

Permitted or prohibited benefit

An employee at a Max Matthiessen Group company may only offer and receive permitted benefits. Whether or not a benefit is permissible must be assessed in the light of all the relevant circumstances of the case. In making such an assessment, the following circumstances shall be taken into account.

• Value of the benefit
• Recipients position
  • Recipients in exercise of official authority
  • Recipients in exercise of public procurement
  • Recipients in the public sector and in publicly funded activities
  • Recipients in the private sector
• Nature of the benefit
• Timing of the benefit
• Recipient circle

Each company in the Max Matthiessen Group shall have underlying instructions with furter details on permitted or prohibited benefits as well as procedures to follow in case assessment and approval is needed.

Illicit benefits

Giving or receiving any of the following benefits may not occur under any circumstances. The following benefits are always prohibited, regardless of whether they affect attitudes, decisions or behaviour:

• Gifts or benefits, to or from, any person in exercise of official authority or public procurement.
• Monetary gifts in cash or other forms such as vouchers, gift cards, securities or other certificates of participation and receivables.
• Irregular money loans, i.e. loans that are not granted in the course of professional lending on market terms or that are granted on particularly favourable terms.
• Guarantee commitments or debt coverage.
• Remission of purchase price or receivable, amortization or interest.
• Hidden, i.e. unauthorised or irregular purchase discounts, commission and bonus arrangements and kickbacks.
• Ancillary supplies of goods or services such as technical equipment or consultation services.
• Disposal of e.g. a vehicle, boat or holiday home for private use.
• Fully or partially paid pleasure trips or holiday stays.
• Benefits associated with the condition of performing something for the donor and which are not approved by the client or the employee's employer.
• Work for the recipient or delivery of goods or services for private purposes and on terms that are not in line with market conditions.
• A quid pro quo (offered explicitly in exchange for something else) or something offered for the purpose of obtaining an unfair commercial advantage.
• Entertainment of a sexual or other inappropriate nature.
• Entertainment where the representative of the proposed host is not present, regardless of whether this is an employee of the company or someone else.
• Expenses for accommodation or transportation without a valid business reason, such as a weekend trip to a spa.
• Benefit that is excessive or unreasonably lavish.

Registry

All companies in the Max Matthiessen Group shall keep company specific registrys of benefits offered. The register shall contain a summary of the benefits that an authorised person within the company has decided on.

The register must include:

• who approved or denied the benefit and the date of approval;
• whether the benefit was offered or received;
• the date of receipt or provision of the benefit;
• who offered or received the benefit;
• the value of the benefit; and
• business reason.

 

Conflicts of interests

Any conflicts of interests arising from the application of this policy shall be managed and documented in accordance with the respective company’s policy for managing conflicts of interest.

 

Reporting of violations of the policy

Employees of the Group are required to report violations of this policy to the group compliance function or through the whistleblowing channel of the respective company in accordance with the companies’ whistleblowing policies.

 

Monitoring

The group companies’ and employees’ compliance with these guidelines is continuously monitored by the group compliance function and any suspected or reported violation shall be followed up, The follow-up may include random checks of expense bills and targeted checks.

The Board of Directors is informed of the outcome of any follow-up. The function will also report to the Board of Directors on measures taken in the event of violations of the ethical rules or other important issues relating to business ethics.

 

Consequences

Violations of the policy may result in disciplinary actions including reprimands or termination of employment as well as reporting to relevant authorities.