• 1. Introduction

  1.1 General

  This document sets out ING's policy on Chinese Walls, Confidential and Inside Information, and Conflicts of Interest (the 'Policy'). This Policy provides minimum standards for these matters within ING to ensure that Confidential and/or Inside Information are properly dealt with thus helping to make sure that clients' and ING's data is treated appropriately and that clients are treated fairly.

  The rules set forth below should not necessarily be implemented as separate policies and procedures but may also be incorporated in Codes of Conduct, Codes of Ethics and similar documents.

  In addition, ING makes a dedicated effort to ensure that its employees understand and adhere to applicable laws and regulations as well as general ethical standards (such as rules pertaining to proper market conduct).

  This policy applies to all majority owned ING businesses (or business units), businesses under ING's management control and staff departments.

  1.2 Additional local requirements

  It is impractical to document here all the rules, regulations and practices that govern the handling of information and conflicts by our various businesses in each of the countries in which we operate. Such rules and regulations, and local procedures, may be stricter than the practices set out in this document, or impose additional limitations or requirements on a local business unit. Where local requirements are more stringent than those set out in this document, the local regulations will always prevail.

  Therefore, this Policy must be read in conjunction with any local procedures, and Management must ensure employees are familiar with, and abide by all applicable local rules, regulations, policies, procedures and practices.

  Where there is any direct conflict between local laws and the requirements set out under this Policy, then Management must notify Group Compliance prior to implementing any local policies, guidance or procedures.

• 2. Terminology used in this Policy

  In this Policy some words and terms are used to express certain concepts. These are described below.

  Conflicts of Interest:
  Within the context of this Policy, three main types of conflicts are considered: (1) conflicts between the interests of two or more business units dealing with the same client; (2) conflicts between the interests of two or more clients serviced by the same business unit; (3) conflicts between the interests of ING (or its employees) and the interests of one or more clients.

  Confidential Information:
  Any item of information (written or otherwise) obtained in the course of an employees' employment, which is not in the public domain and which is related to ING, its clients, suppliers, or to third parties, that is subject to confidentiality (either by agreement or otherwise).

  Chinese Walls:
  The system of policies, procedures and physical arrangements used to manage Confidential Information and prevent the inadvertent spread and misuse of Inside Information, or appearance thereof.

  Inside Information:
  Confidential Information of a precise nature that is related to one or more issuers of financial instruments or to commodities, which is likely to have a significant impact on the price of a financial instrument, commodity or a related derivative of a financial instrument or commodity.

  Compliance Officer:
  The local Compliance Officer.

  Management:
  The people, so appointed, who are individually or jointly responsible for the decision-making, general operation and administration of business lines, business units, legal entities, branches, internal committees and bodies and similar parts of the ING organisation.

• 3. General responsibilities for compliance with this Policy

  3.1 Management

  Management is responsible for the effective execution and supervision of this Policy and policies and procedures developed pursuant to this Policy that are relevant to their business unit. In addition, Management is responsible on a day-to-day basis for fostering an environment such that employees under their control understand and comply with this Policy.

  Policies and procedures that safeguard compliance with this Policy, as well as local laws, regulations and ethical standards shall be developed within each business line and business unit. To the extent that such is required under local laws and regulations, Management shall ensure that policies, procedures and training are developed that deal with the following topics:

  While this Policy states that Management is responsible, Management may delegate the development of local and Business Line policies as well as the implementation and monitoring thereof to departments such as Legal, Compliance and Corporate Audit Services. Nevertheless, Management remains ultimately responsible.

  Management shall include guidelines in their local or business line policies as to what disciplinary measures are considered appropriate.

  •  - Treatment of Confidential Information
  •  - Treatment of Inside Information (including insider dealing and designation of 'Permanent Insiders')
  •  - Management of Conflicts of Interests
  •  - Chinese Walls

  3.2 Role of the Compliance Officer

  Compliance Officers will assist Management with the development and implementation of local policies and/or procedures. Compliance Officers are also responsible for providing information related to this Policy and any local associated policies, procedures and regulations.

  Compliance Officers shall also monitor compliance with this Policy and regulations related to it. Local compliance manuals shall describe how such monitoring should take place. Laws and regulations on the topics discussed in this policy shall be part of their compliance chart. Monitoring activities shall include any activities mentioned as monitoring activities in the ING Group Compliance Policy.

  Compliance Officers shall include incidents pertaining to violations of the policies discussed above in their periodic reports to their senior level Compliance Officers.

  Any breach of these policies must also be reported as a compliance incident under the Operational Risk Management reporting policies.

• 4. Chinese Walls

  4.1 General

  ING has established policies, procedures and physical arrangements (collectively 'Chinese Walls') designed to manage confidential information and prevent the inadvertent spread and misuse of inside information, or the appearance thereof. Management shall understand where Chinese Walls have been set up or where they are needed according to this Policy or local requirements.

  In general, Chinese Walls separate areas that have access to Inside Information ('Insider Areas') from those who do not have such access ('Public Areas'). As such, Chinese Walls are designed to operate as barriers to the passing of Inside Information and Confidential Information. Chinese Walls are also designed as a means of managing Conflicts of Interest.

  Where Chinese Walls arrangements are in place employees working within an Insider Area are prohibited from communicating any Confidential or Inside Information to employees in Public Areas without the prior approval of their local Compliance Officer.

  Employees within a Chinese Wall have a responsibility to ensure the Chinese Wall is not breached deliberately or inadvertently. Known or suspected breaches of the Chinese Wall must be referred to the local Compliance Officer immediately.

  Management shall ensure that appropriate policies, procedures and physical arrangements are implemented for the relevant businesses and that these are complied with by all affected employees. Local policies should address not only the maintenance of Chinese Walls and how these implemented and controlled but also procedures for crossing the wall.

  The establishment of Chinese Walls is not intended to suggest that within Insider Areas material, Confidential Information can circulate freely. Within Insider Areas, the 'need-to-know' policy is fully in effect.

  Information of issuers of listed financial instruments is only considered public once it is publicly disseminated or otherwise made publicly available by or on behalf of the issuer of the securities involved, e.g. when it is reported on a major wire service or in a newspaper in general circulation.

  4.2 'Permanent Insiders'

  As a result of their function, certain employees have access to information from departments that are separated by Chinese Walls. They are 'above the wall'. Also, there are certain employees whose role requires them to transcend the Chinese Wall. Both groups of employees together are referred to as 'permanent insiders'. The number of permanent insiders should be limited and their status as a permanent insider should be appreciated, documented and monitored.

  Permanent Insiders shall be subject to restrictions on their personal investment transactions that accurately reflect their enhanced access to Inside Information. Permanent insiders also have the additional responsibility to ensure that Inside Information from one side of a Chinese Wall is not spread to other areas (for instance during meetings attended by employees located on both sides of a Chinese Wall).

• 5. Interrelation of topics in this Policy

  Chinese Walls, Confidential Information, Inside Information and Conflicts of Interest are closely interrelated in the sense that Confidential Information can on occasion constitute Inside Information. In addition, having access to either Confidential or Inside Information can lead to acting or giving the appearance of acting in the presence of a Conflict of Interest.

  While Chinese Walls help control the circulation of Confidential and Inside Information, they also help to manage (potential) Conflicts of Interest.

• 6. Confidential Information

  Management shall ensure that the key principles driving the dissemination of Confidential Information are communicated to all employees. These key principles include the need-to-know principle and the respect of any confidentiality agreement signed with a client. Ops & IT systems will also be constrained to reflect these key principles.

  All employees must understand that they should treat Confidential Information with due care and that they have a duty to safeguard Confidential Information whether obtained from those with whom ING does business or from within ING. All such information shall only be used for its intended purpose and must not be used for any personal employee benefit or ING's general benefit.

  Thus, Confidential Information must only be used for the specific purpose or transaction for which it was given and must be circulated on a strict 'need to know' basis. When giving information, the recipient(s) should be clearly informed about the nature of the information.

  'Need-to-know' means that communication of Confidential Information shall not take place unless strictly required for the proper discharge of the employee's function and not contrary to the terms of any confidentiality agreement unless disclosure is required by law.

  In addition, it must be made clear to employees, for example within the terms of their employment contract or employee handbook, that mistreatment of Confidential Information may lead to civil, administrative and/or penal sanctions/liabilities and may therefore result in reputational damage for the entity involved and ING as a whole.

  Finally, Management shall emphasise the need to preserve Confidential Information with such measures as a clean desk policy and safe storage systems. Further measures shall include the requirement to implement appropriate information security policies and requirement for consultants and contractors to sign a confidentiality agreement.

• 7. Inside Information

  All managerial responsibilities regarding Confidential Information above apply also to Inside Information.

  Management must ensure that employees know what to do when they are - or think they are - in possession of Inside Information. This includes a requirement to inform Compliance when they are in receipt of Inside Information and to erect Chinese Walls where employees have regular access to Inside Information.

  Many jurisdictions prohibit trading and arranging of trades in securities with knowledge of Inside Information. Therefore, Management shall ensure that policies and/or procedures are in place designed to preclude any employee or entity from trading, or could give the appearance of trading, based on Inside Information. Management shall make clear to employees that they must take additional care when communicating Inside Information: employees shall not only respect the need to know policy but also respect existing Chinese Wall arrangements. Furthermore, employees shall be explained that they must not pass any Inside Information to any third party either expressly or by way of making any recommendation for the purpose of buying or selling securities. Both prohibitions apply even if employees do not acquire the Inside Information through their association with ING, or if the source of the information is not associated with the issuer whose securities are involved. Any policies on these topics shall reflect local laws and regulations to represent local market conditions.

  It is the responsibility of management that IT systems are also compliant with this policy. Specifically, Management shall ensure that information systems, that are accessible to employees behind and outside Chinese Walls, shall properly protect Inside Information from being available outside Chinese Walls. In addition, management shall ensure that employees are trained and aware that Inside Information must not be posted on IT systems that are available outside specific Insider areas (e.g. Intranet, IRIS). Finally, the local Compliance Officer shall be involved whenever new IT systems are developed or purchased, or enhancements are made to existing IT systems if the new system or the enhancements relate to how Chinese Walls work.

• 8. Conflicts of Interest

  Management shall ensure that employees know that they must avoid acting or giving the appearance of acting in the presence of a Conflict of Interest at all times. In addition, Management must establish procedures that set out how potential conflicts may be managed.

  The main instruments used to manage Conflicts of Interests include: disclosure to clients (or even to the public), consent of clients, relying on Chinese Walls, declining to act (including not exercising voting rights), and declining to accept a mandate. Other approaches may be appropriate under local laws and regulations.

  Local and Business Line policies and procedures shall reflect that employees have a duty to ensure that the interests of ING are not unfairly placed above those of its clients where a properly informed client would reasonably expect that ING would place the client's interests above its own.

  Management is responsible that employees know that they are expected to recognise and avoid or manage Conflicts of Interest. This means that management and employees need to identify and deal with any Conflicts of Interest, which may arise either between a client and the interest of ING or between two or more clients. Equally, employees also must not put themselves in a position in which their personal interests, financial or otherwise, might influence or give the appearance of influencing any action they take, judgement they make or advice they give on behalf of ING.

  Finally, ING has a specific policy on potential Conflicts of Interest involving Dutch companies who are a client and in which ING is a shareholder for 5% or more of the issued capital ('5% Interests'). The ground rule of that policy is that any new propositions, envisaged decisions and any material changes in the client relationship involving such clients shall be submitted for a Conflict of Interest screening to Corporate Compliance. The information shall be submitted prior to any decision being taken or legally binding commitment is made vis-a-vis the client. Management shall ensure that employees dealing with such clients are aware of and comply with the policy.

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