Conflicts of interests management

Total Energies Invest is committed to preventing conflicts of interest by identifying risk situations and putting measures in place to protect the interests of its customers.

Management of Conflicts of Interest (PSFP)

  • Presentation and objective of the procedure](conflicts-of-interests-management.md#presentation-and-objective-of-the-procedure)
  • Definition and mapping of conflicts of interest](conflicts-of-interests-management.md#definition-and-mapping-of-conflicts-of-interest)
  • Prevention of conflicts of interest](conflicts-of-interests-management.md#prevention-of-conflicts-of-interest)
  • Managing conflicts of interest (conflicts-of-interests-management.md#managing-conflicts-of-interest)
  • Customer information](conflicts-of-interests-management.md#customer-information)
  • Remuneration
  • Modalities of communication to third parties](conflicts-of-interests-management.md#modalities-of-communication-to-third-parties)

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Presentation and objective of the procedure

As part of its activity as a provider of participative financing services, Total Energies Invest is likely to be confronted with situations of conflicts of interest that could harm the interests of its clients, whether they are project holders or investors. Total Energies Invest has therefore put in place this policy for the prevention and management of conflicts of interest in order to ensure that the interests of its clients are protected and take precedence. This procedure for preventing and managing conflicts of interest will be regularly updated in line with applicable regulations and Total Energies Invest's activities;

The person in charge of the procedure is Marion Loiseau, Head of Compliance and Internal Control at Total Energies Invest.

Definition and mapping of conflicts of interest

A conflict of interest is a situation in which the interests of Total Energies Invest and/or one of its employees or associates are not aligned with those of its clients, or are in competition, with the client's interest necessarily taking precedence.

There are many situations likely to give rise to conflicts of interest, including situations in which:

  • the interests of Total Energies Invest (and/or those of its employees) and those of its clients are in competition;
  • the independence of Total Energies Invest and its employees is likely to be challenged;
  • the loyalty, impartiality and professionalism of Total Energies Invest and its employees are likely to be affected;
  • Total Energies Invest is likely to make a financial gain or avoid a financial loss at the expense of its client;
  • Total Energies Invest has an interest in the outcome of a service provided to the client or a transaction carried out on the client's behalf that is different from the client's interest in that outcome;
  • Total Energies Invest has an incentive, for financial or other reasons, to favour the interests of another client or group of clients over those of the client concerned;
  • Total Energies Invest has the same professional activity as the client;
  • Total Energies Invest receives or will receive from a person other than the client an incentive in relation to the service provided to the client, in the form of monetary or non-monetary services or benefits.

The identification of these situations is not exhaustive and requires constant vigilance. Total Energies Invest has therefore drawn up a map of the conflicts of interest it is likely to encounter and taken measures to prevent these risks. This map of conflicts of interest, which is also updated periodically, is as follows:

Nature of conflict of interest Methods of prevention Frequency of control
  1. Conflicts of interest with Total Energies Invest Gestion
1.1 Project selection criteria Project pre-selection committee to allocate projects between Total Energies Invest and Total Energies Invest Gestion At each project
1.2. Conflicts of interest relating to the activities of Total Energies Invest gestion A strict allocation strategy between the Funds and Total Energies Invest, based on objective criteria.
1.3. Subscription by a fund managed by Total Energies Invest Gestion or Total Energies Invest Gestion directly In the event of a subscription carried out internally or by a managed fund, subscriptions are processed without preferential treatment. Information is published and the RCCI is informed. Each project
2. Conflicts of interest relating to project sponsors
2.1. Project selection criteria Each decision is based on an objective study by Total Energies Invest, then the Selection Committee, prioritising the interests of investors. To each project
2.2. Holding by a manager or employee of a significant shareholding in the project promoter Employees must declare holdings and do not participate in project selection. >20% = exclusion from platform. Each project
2.3. Selection and proposal of a project in which an Total Energies Invest shareholder is a shareholder Selection only by non-concerned committee members. >20% cross-holding = project cannot be presented. Each relevant project
2.4. Investment via SPVs created by the project holder Total Energies Invest may propose investment through an SPV but does not own it. It may represent the SPV only to defend investors. Each equity project
2.5. Subscriptions by employees or shareholders with more than 20% of the project sponsor Allowed under EU rules. No preferential treatment. Large subscriptions are published (>€50,000). Each concerned project
3. Conflicts of interest relating to investors
3.1. Principle of allocation of subscriptions Subscriptions are handled impartially according to a strict internal procedure. Each project
3.2. Management of errors on subscriptions Errors (rare) may only be corrected by the Chairman and CEO. In the event of an error
3.3. Investment monitoring Monitoring based on objective criteria to provide regular information to investors.
3.4. Subscriptions by Total Energies Invest employees or shareholders (>20%) Subscriptions handled without preferential treatment. Information published when >€10,000. Each project
3.5. The PSFP must not have any participation in any offer proposed on the platform. At each project
4. Conflicts of interest related to fundraising, use and dissemination of information
4.1. Precautions relating to project analysis Analysis carried out internally; information is strictly internal. At each project
4.2 Communication of information All communication to project sponsors and investors is confidential and non-preferential. Each project
5. Conflicts of interest relating to remuneration policy
5.1. Total Energies Invest's remuneration Fixed fees and commissions proportional to work and risk analysis. Each project
5.2. Remuneration of managers and employees Remuneration independent of projects; variable part based on overall performance. Annual
5.3. Policy on gifts and benefits Total Energies Invest does not accept gifts; employees must refrain from requesting any. Annual
5.4. Declaration of benefits received Any gifts or benefits must be systematically declared to Total Energies Invest Management. Annual

Prevention of conflicts of interest

The prevention of conflicts of interest within Total Energies Invest applies to:

  • relations with another Group subsidiary, in particular Total Energies Invest Gestion ;
  • relations with project sponsors;
  • relations with investors;
  • fund-raising, use and dissemination of information;
  • remuneration policy.

At each level, Total Energies Invest takes the necessary precautions to prevent any situation that could create a conflict of interest, as described in the map above. In addition, the managers and members of Total Energies Invest's Project Selection Committee undertake to respect in all circumstances the ethics and rules of good conduct relating to the activities of a Participative Finance Service Provider, namely:

  • Respect the primacy of investors' interests in all circumstances;
  • Respect in all circumstances the rules of fair, honest and professional behaviour.

Managing conflicts of interest

Conflicts of interest are either identified by the members of Total Energies Invest's Project Selection Committee and brought to the attention of Management (understood as the Chairman and Chief Executive Officer of Total Energies Invest), or directly identified by Total Energies Invest's Management as part of its internal control procedures. Total Energies Invest's management proposes a solution for dealing with the conflict, giving priority to the client's interests. Total Energies Invest's management analyses the nature, causes and consequences of the conflict of interest situation identified. If the conflict of interest involves a member of Total Energies Invest's management, he or she is excluded from the management and decision-making process. Total Energies Invest's Management also defines any corrective measures intended to limit the occurrence of a new conflict of interest of the same nature, by modifying or putting in place the necessary procedures and/or controls.

Customer information

In the event that the solution for dealing with the conflict is not sufficient to guarantee, with reasonable certainty, that the risk of harming the interests of clients will be avoided, Total Energies Invest clearly informs clients, before acting on their behalf and for their account, of the general nature or source of these conflicts of interest as well as the measures taken to mitigate these risks. This information shall be provided in a durable medium and shall include sufficient detail, taking into account the nature of the client, to enable the client to make an informed decision about the activity in the context of which the conflict of interest arises.Total Energies Invest's management keeps a register in order to record any conflict of interest situations it encounters.

Remuneration

Total Energies Invest's Management ensures that the terms and conditions of the remuneration of the members of Management and of the Project Selection Committee comply with the principles set out in Article 325-47 of the RGAMF. Thus, Total Energies Invest's remuneration is intended to improve the quality of the participative financing service provided to the client and does not interfere with Total Energies Invest's obligation to act in the client's best interests. Total Energies Invest's remuneration is appropriate and enables the provision of the equity crowdfunding service and does not conflict with its obligation to act towards its clients in an honest, loyal and professional manner that serves their best interests. The customer is clearly informed of the existence, nature and amount of the remuneration, commission or benefit, or where this amount cannot be established, how it is calculated. This information is provided in a complete, accurate and comprehensible manner. Total Energies Invest may disclose the main terms of agreements relating to remuneration, commission and non-monetary benefits in summary form, provided that it undertakes to provide further details at the customer's request and that it complies with this undertaking.

Disclosure to third parties

The policy for preventing and managing conflicts of interest is available to all Total Energies Invest customers on its website.

Summary
Management of Conflicts of Interest (PSFP)