MEASURES TO REDUCE AND MANAGE FRAUD RISK
Fraud occurs whenever someone engages in fraudulent behavior for obtaining an economic advantage and disadvantaging an investor. It is, therefore, considered that cases of fraud may stem from the following factors, for which the following safeguards are envisaged, without prejudice to the fact that the Company will report any situation subject to be deemed fraudulent to the Judicial Authority.
Fraud related to the Offeror's behavior
The Company believes that the greatest risk of fraud derives from the possible publication of false or incomplete information provided by subjects qualifying as Offerors (the "Offerors"). During the offer selection phase, the Company carries out formal checks aimed at assessing the accuracy, completeness, and transparency of the information provided during the funding's preparation phase, relying on outsourced assistance where appropriate. In particular, to confirm the full legality of the offers, the Offeror shall submit and publish on the portal the share capital increase resolution authorizing the financial instruments' public offer. Therefore, the check by the notary who draws up the report is a guarantee of lawfulness.
A further risk factor concerns the misuse of funds collected after successful closing of the offer. It should be noted in this regard that the Offeror is solely responsible for the use of the raised funds and that the Company requires the Offeror to provide periodic updates, even after the end of the campaign. Indeed, it assumes that such obligation can deter fraud.
Fraud related to Financial Transactions
The services relating to the acceptance and processing of the orders for joining the portal, including those relating to the establishment of the related funding, are exclusively carried out by the bank with which the Company has entered into an agreement concerning the acceptance and processing of the investor orders (the "Bank"). Therefore, all the Bank anti-intrusion measures apply within this context.
Fraud related to the publication of information material
The Company shall publish the offer on its portal only following a successful outcome of the selection process and, therefore, only after having carefully evaluated the project, the feasibility plan, the business plan, and the initiative's lawfulness. This allows the Company to perform an accurate and exact auditing of the published offer's content, which will faithfully represent the reality of the project and the real prospects of success, highlighting in detail the positive and negative aspects of the investment. At the same time, checks will be carried out on the lawfulness and truthfulness of the documents provided during the initiative's selection process. This check will give the Investor an accurate overview of the project in which he/she is investing his/her savings, and thus limit the risks of fraud related to publishing the informative material.
Anti-intrusion protection against third parties is guaranteed through the server-farm hosting the portal. The Company also adopts all measures necessary to guarantee the protection of what is referred to a the administrator password.
MEASURES TO IDENTIFY, PREVENT, OR MANAGE CONFLICTS OF INTEREST
The Company is aware of the need to identify and manage any conflicts of interest that may arise in the performance of its business, pursuant to art. 13 of the CONSOB Regulation. In fact, these could harm the interests of both Investors and Offerors and, even more, the market in general.
In the operating model adopted by the Company, this risk is mitigated because,
- the Company currently does not intend to launch offers through its own portal concerning financial instruments issued by the Company itself or by controlling, controlled, or jointly controlled bodies. Hence, it does not need to adopt the measures referred to in paragraphs 1-bis, 1-ter and 1-quater of art. 13 of the CONSOB Regulation;
- the portal aims to inform an audience as large as possible of potential investors about a certain number of real estate projects, definitely leaving it to the Investor's judgment as to adhere to the published offer or not;
- the Company does not, in any way, provide financial advice to the Investor and, by no means, recommend or solicit to subscribe any specific, exposed financial instrument;
- the Company does not hold, nor will it hold, before a campaign, financial instruments that can be connected or referred to the Offerors;
- no character of negotiation on the value of the offered capital quotas exists because such value is pre-established and set by the Offerors through resolution of the competent internal corporate bodies.
In order to exclude further residual risks of potential conflicts of interest, the Company has developed, implements, and maintains an effective conflicts of interest policy, formulated in writing. This allows for identifying the circumstances that generate or could generate a conflict of interest harmful to one or more investors, and defines the procedures to be followed and measures to be taken to prevent or manage such conflicts.
In particular, the Company, systematically and for each individual offer, as early as in the preliminary investigation phase and in the subsequent phase, verifies the following by expressly informing of this in the manner identified below: if a relevant person within the Company, entrusted with a so called "high responsibility" in the context of the services offered and the activities carried out by the Company (i.e., the shareholders and members of the Board of Directors, as well as any forthcoming member of the Evaluation Committee), or a party related to them,
(i) owns a stake in the Offeror's share capital, or has any agreement under which it is possible to acquire a stake in the Offeror's capital in the future;
(ii) has carried out or performs a job in favor of the Offeror that has not yet been paid, in whole or in part, at the time of the publication of the offer, or there is any agreement on the basis of which such performance will be carried out in future;
(iii) is linked by a relationship of close and direct kinship (spouse, cohabiting partner, relative up to the fourth degree) with subjects fulfilling what is known as a "high responsibility" role for the Offeror;
(iv) might obtain a financial interest or any other personal benefit from the publication and/or from the successful outcome of the offer, different and additional to that for the service provided by the Company.
With reference to the cases of potential conflicts of interest listed above, the measures and management methods envisaged for each of them are as follows:
a) in the event the Company becomes aware of a conflict of interest situation during the assessment process:
- if the conflict of interest matches the above points (i) or (iv), then Walliance shall renounce the assignment;
- if the conflict of interest matches the above points (ii) or (iii), then any interested party must refrain from participating in the offer assessment process;
b) in the event the Company becomes aware of a conflict of interest situation after the publication of the offer on the Portal, then it shall immediately notify Investors through the Portal. In this case, the Walliance Board of Directors will proceed, according to the principles of diligence, correctness, and transparency, to assess the situation and verify whether the risk profile of the conflict imposes to renounce the assignment, or if it can be solved otherwise, always guaranteeing the protection of Investors' interests.
The procedure referred to in the above letter b) shall also be enforced in the event of a conflict of interest scenario, other than those listed above. For example, with regard to the potential (even if very limited and remote, given the type of activity that will actually be carried out) conflict of interest risks that could derive from the "tutoring" activity provided by the Company toward the Offerors, as well as from relations with the parent company Bertoldi Holding S.r.l. and, in general, with the Group structure where the Company belongs.
With particular reference to the relations with the parent company Bertoldi Holding S.r.l. and, in general, to the structure of the Bertoldi Group, the Company believes that in practice, however, there are no potential conflicts of interest deriving from these circumstances, nor from the fact that the members of the Board of Directors of the Company carry out or have previously carried out activities for other Group companies. The Group structure clearly shows that the Company, even if allocated and regarded in its "group" dimension, does not currently have any interest that conflicts with the interests of other subjects involved in the online funding activity. In particular, at present there are no situations nor any that are expected to exist in the future, in which the Company is or may be in a position to: (1) earn a financial profit or avoid a financial loss at the expense of the client; (2) have, in the result of the service provided to the client or in the operation carried out on his/her behalf, an interest other than that of the client; (3) have a financial or different incentive to favor the interests of another client or group of clients over those of the interested client; (4) continue the same activity as the client and, therefore, be in competition with him/her; (5) receive a bonus from someone other than the client regarding the service provided to the client, in the form of money, goods, or services, other than the commissions or amounts normally due for that service.
On the other hand, the Company, a person relevant to it, or a party related to it, can provide services or entertain economic relations with the Offeror in the future, i.e.,after the closing of the offer conducted on the portal. This shall not represent a conflict of interest, provided that this is unknown during the offer publication.
Only if the above procedure and the related measures cannot ensure, with reasonable certainty, that the risk of harming the interests of investors is avoided, then the Company, as an extreme measure, will clearly inform the Investors of the general nature and/or sources of these conflicts and of the mitigating countermeasures. This, without prejudice that the Company's excessive use of such communications to investors, shall be regarded by the Company itself as a lack of its own conflict of interest policy, and thus lead to its review.
The Company evaluates and reviews its conflict of interest policy at least once a year and enforces adequate measures to rectify any of its deficiencies.
The expression, "related party," must be understood in accordance with the provisions of the "Regulation Containing Provisions on Related Party Operations," implemented by CONSOB with resolution No. 17221 dated March 12, 2010, and subsequently amended with resolution No. 17389 dated June 23, 2010. In particular, a correlation exists in the case of both direct and indirect holding of a quota that grants no less than 20% of the voting rights.
MEASURES FOR HANDLING COMPLAINTS AND EXTRAJUDICIAL RESOLUTION MECHANISMS
With this policy, Walliance defines the terms and methods with which its clients, whether they qualify as Offerers or as Investors pursuant to the CONSOB Regulation, can submit a complaint for the offered service.
Complaints can be submitted in writing by e-mail to: email@example.com or through the "Contacts" link in the portal footer.
Complaints can also be managed with a CRM system called "Intercom," which receives communications from any portal user. The user will receive the answers directly from the site or, if for any reason he/she has left the site, by e-mail. An e-mail address is mandatory to submit a complaint. The Intercom system also keeps track of the correspondence between users and the portal in the secure database of the Intercom itself. If a user intends to send a complaint or needs support, then he/she can also use the portal chat.
Walliance commits to informing the user of the complaint outcome within seven (7) working days of receipt, provided that it contains all the elements necessary for its assessment. In this regard, Walliance reserves the right, within the same period of seven (7) working days from receipt of the complaint, to request clarification on its content. In this case, the reply will be provided within five (5) working days from receipt of the requested clarifications.
The reply will contain reasons as to why Walliance considers the complaint founded or unfounded. If the complaint is deemed founded, then Walliance will inform the client of the measures and timing with which it intends to solve the problem reported by the complainant and remedy any damage incurred by the latter. If the complaint is deemed unfounded, then Walliance will provide the complainant, in addition to the reasons for its decision, with the necessary indications to solve the issue, where it deems appropriate, using the out-of-court dispute resolution systems.
Walliance has appointed its Chief Investment Officer to handle complaints.
Data relating to the complaints received, together with the following measures, will be indicated, pursuant to art. 21, paragraph 3, letter d) of the CONSOB Regulations in the annual report that Walliance sends to CONSOB.
Without prejudice to the specific provisions relating to the resolution of disputes contained in the "General Conditions of Use" of the portal applicable to Investors and Offerors, if the complainant requests it on a voluntary and non-mandatory basis, then the procedure may take place before the new "Arbitrator for Financial Disputes (ACF)." The latter has been established by the CONSOB Regulation No. 19602/2016 and the providers of portals for capital funding must comply with it. More information on the procedure before ACF can be found at: http://www.consob.it/web/area-pubblica/arbitro-per-le-controversie-finanziarie.