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Conflicts of Interest Policy
Last updated: March 16, 2025
INTRODUCTION
1.1 Gemini Digital Payments Pte. Ltd., a private limited company incorporated in Singapore
(herein the “Company” or “Gemini”). Gemini operates pursuant to an In-Principle
Approval for a Major Payment Institution License (“MPI License”) under the Payment
Services Act 2019 (the "PS Act") from the Monetary Authority of Singapore (the "MAS" or
the "Authority"). This document sets forth the Company’s conflicts of interest policy
(“Conflicts of Interest Policy” or “the Policy”).
1.2 The Company mandates that everyone affiliated with the Company act in accordance with
this policy including but not limited to contractors, consultants, partners and any other
external entity from which information is obtained. Generally, this policy refers to anyone
that the Company collaborates with or who acts on its behalf and may need occasional
access to data.
1.1 Gemini Digital Payments Pte. Ltd., a private limited company incorporated in Singapore
(herein the “Company” or “Gemini”). Gemini operates pursuant to an In-Principle
Approval for a Major Payment Institution License (“MPI License”) under the Payment
Services Act 2019 (the "PS Act") from the Monetary Authority of Singapore (the "MAS" or
the "Authority"). This document sets forth the Company’s conflicts of interest policy
(“Conflicts of Interest Policy” or “the Policy”).
1.2 The Company mandates that everyone affiliated with the Company act in accordance with
this policy including but not limited to contractors, consultants, partners and any other
external entity from which information is obtained. Generally, this policy refers to anyone
that the Company collaborates with or who acts on its behalf and may need occasional
access to data.
2. PURPOSE AND SCOPE
The purpose of this policy is to explain and disclose to the Company's customers:
a) the services and business practices of the Company that give rise to, or which may give
rise to, any potential or actual conflicts of interest;
b) the nature of the conflicts of interest identified;
c) the risks associated with the conflicts of interest identified; and
d) the steps and measures taken to prevent or mitigate the identified conflicts of interest.
The purpose of this policy is to explain and disclose to the Company's customers:
a) the services and business practices of the Company that give rise to, or which may give
rise to, any potential or actual conflicts of interest;
b) the nature of the conflicts of interest identified;
c) the risks associated with the conflicts of interest identified; and
d) the steps and measures taken to prevent or mitigate the identified conflicts of interest.
3. CONFLICTS OF INTEREST
A conflict of interest under this policy is a situation where the interest of the Company or
persons related to the Company conflicts, or may conflict, with the duty owed to the
shareholders, existing or potential clients or employees. This includes a duty to protect the
separate interests of different clients or different employees. The definition of conflict of
interest includes both actual and potential conflicts of interest.
The Company endeavors to avoid conflicts of interest on any matter that could reasonably
be expected to impair the Company's independence or objectivity. Where a conflict of
interest does arise, the Company will make full and fair disclosures and any such
disclosures will be prominent, delivered in plain language and will communicate the
relevant information effectively.
The Company maintains adequate records of any conflicts of interest and acts effectively
at all times to ensure that the Company does not place its own interests above those of its
clients. All reasonable steps to manage conflicts and prevent damage to clients’ interests
are taken by the Company.
A conflict of interest under this policy is a situation where the interest of the Company or
persons related to the Company conflicts, or may conflict, with the duty owed to the
shareholders, existing or potential clients or employees. This includes a duty to protect the
separate interests of different clients or different employees. The definition of conflict of
interest includes both actual and potential conflicts of interest.
The Company endeavors to avoid conflicts of interest on any matter that could reasonably
be expected to impair the Company's independence or objectivity. Where a conflict of
interest does arise, the Company will make full and fair disclosures and any such
disclosures will be prominent, delivered in plain language and will communicate the
relevant information effectively.
The Company maintains adequate records of any conflicts of interest and acts effectively
at all times to ensure that the Company does not place its own interests above those of its
clients. All reasonable steps to manage conflicts and prevent damage to clients’ interests
are taken by the Company.
4. TYPES OF CONFLICTS OF INTEREST
Set out below is a non-exhaustive list of conflicts of interest relationships and scenarios:
(a) Conflicts between:
(i) the Company and its shareholders;
(ii) the Company and existing or potential clients;
(iii) the Company and its service providers;
(iv) the Company and its employees;
(v) any (i) member of the board of directors of the Company; (ii) member of the
executive management or (iii) other employees and the Company;
(vi) different business functions of the Company; and
(vii) different services offered by the Company.
(b) Conflicts can arise due to:
(i) the economic or business interest of the Company which are in contention
with the economic or business interest of its service providers;
(ii) personal or professional relationships with stakeholders; and
(iii) political influence or political relationships.
(c) Conflicts can arise for the Company, a director and/or one of its employees where:
(i) the individual is likely to make a financial gain or avoid a financial loss at the
expense of the client;
(ii) the individual has a financial or other incentive to favour the interest of one
client or group of clients over the interest of the client; or
(iii) the individual carries on the same business as the client.
Conflicts of Interest at a Company level
(d) In considering the types of conflict that may arise, the Company considers whether
it:
(i) is likely to make a financial gain, or avoid a financial loss at the expense of
the client (outside the normal business transaction process);
(ii) has an interest in the service or transaction that is distinct from the client’s
interests;
(iii) has a financial or other incentive to favour the interests of another client;
Set out below is a non-exhaustive list of conflicts of interest relationships and scenarios:
(a) Conflicts between:
(i) the Company and its shareholders;
(ii) the Company and existing or potential clients;
(iii) the Company and its service providers;
(iv) the Company and its employees;
(v) any (i) member of the board of directors of the Company; (ii) member of the
executive management or (iii) other employees and the Company;
(vi) different business functions of the Company; and
(vii) different services offered by the Company.
(b) Conflicts can arise due to:
(i) the economic or business interest of the Company which are in contention
with the economic or business interest of its service providers;
(ii) personal or professional relationships with stakeholders; and
(iii) political influence or political relationships.
(c) Conflicts can arise for the Company, a director and/or one of its employees where:
(i) the individual is likely to make a financial gain or avoid a financial loss at the
expense of the client;
(ii) the individual has a financial or other incentive to favour the interest of one
client or group of clients over the interest of the client; or
(iii) the individual carries on the same business as the client.
Conflicts of Interest at a Company level
(d) In considering the types of conflict that may arise, the Company considers whether
it:
(i) is likely to make a financial gain, or avoid a financial loss at the expense of
the client (outside the normal business transaction process);
(ii) has an interest in the service or transaction that is distinct from the client’s
interests;
(iii) has a financial or other incentive to favour the interests of another client;
(iv) carries on the same business as the client; or
(v) will receive from anyone other than the client an inducement relating to the
service to the client, other than the standard commission or fee.
Conflicts of Interest of a Personal Interest
(e) It is prohibited for an individual to represent the Company in any transaction that
they have a personal interest that could affect their ability to act fairly and without
bias. It is for the Company to determine whether, on declaration, a personal
interest will conflict with a particular transaction or Company matter.
(v) will receive from anyone other than the client an inducement relating to the
service to the client, other than the standard commission or fee.
Conflicts of Interest of a Personal Interest
(e) It is prohibited for an individual to represent the Company in any transaction that
they have a personal interest that could affect their ability to act fairly and without
bias. It is for the Company to determine whether, on declaration, a personal
interest will conflict with a particular transaction or Company matter.
5. PREVENTING CONFLICTS OF INTEREST
Preventing conflicts of interest is an integral part of the Company's culture to reduce the
likelihood of reputational damage, loss of income and/or trust and legal risks, such as the
breach of fiduciary duties. To prevent conflicts of interest, the Company:
(a) ensures there this is no exchanging of information between business areas and
business units where the exchange of that information could harm the interests of
shareholders and/or clients;
(b) ensures that employees do not have conflicting roles and responsibilities within the
Company;
(c) ensures that employees cannot engage in business operations on their own or on
any third party's behalf without the consent from their manager;
(d) ensures that duties of safeguarding personnel do not include holding any authority
or handling any matter or decisions relating to investments, trading or any other
discretionary decisions resulting in the transfer or disposal of customers’ assets;
and
(f) ensures that mechanisms are put in place to monitor the effectiveness of this
Conflicts of Interest Policy.
Preventing conflicts of interest is an integral part of the Company's culture to reduce the
likelihood of reputational damage, loss of income and/or trust and legal risks, such as the
breach of fiduciary duties. To prevent conflicts of interest, the Company:
(a) ensures there this is no exchanging of information between business areas and
business units where the exchange of that information could harm the interests of
shareholders and/or clients;
(b) ensures that employees do not have conflicting roles and responsibilities within the
Company;
(c) ensures that employees cannot engage in business operations on their own or on
any third party's behalf without the consent from their manager;
(d) ensures that duties of safeguarding personnel do not include holding any authority
or handling any matter or decisions relating to investments, trading or any other
discretionary decisions resulting in the transfer or disposal of customers’ assets;
and
(f) ensures that mechanisms are put in place to monitor the effectiveness of this
Conflicts of Interest Policy.
6. RECEIVING COMPENSATION
Directors are not allowed to accept compensation in any form from an individual or entity
for directing Company business to that individual or entity or for accepting on behalf of the
Company, as this could be construed as bribery and may also present a conflict of interest.
All placements of the Company's business and acceptance of business by the Company
are awarded purely on sound business practices.
Directors are not allowed to accept compensation in any form from an individual or entity
for directing Company business to that individual or entity or for accepting on behalf of the
Company, as this could be construed as bribery and may also present a conflict of interest.
All placements of the Company's business and acceptance of business by the Company
are awarded purely on sound business practices.
7. PERSONAL INVESTMENTS
Through work with the Company, directors and officers may be privy to information about
the business of the Company or the business of the Company's brokers, clients or other
third parties. The Company strictly forbids for any person to make personal investments or
to advise others to do so, based on privileged information. This activity, generally referred
to as 'insider trading' is a criminal offense and is treated as gross misconduct by the
Through work with the Company, directors and officers may be privy to information about
the business of the Company or the business of the Company's brokers, clients or other
third parties. The Company strictly forbids for any person to make personal investments or
to advise others to do so, based on privileged information. This activity, generally referred
to as 'insider trading' is a criminal offense and is treated as gross misconduct by the
Company. The Company has in place an internal ‘Employee Trading Policy’ that governs
and restricts its employees from, amongst other restrictions, trading on non-public
information and specified trading bans.
and restricts its employees from, amongst other restrictions, trading on non-public
information and specified trading bans.
8. CONFLICTS MANAGEMENT
The business of the Company is susceptible to conflicts of interest as it owes duties of care
to: its shareholders, business producers, regulators and clients.
The Company has in place various arrangements, which can be used individually or in
combination to manage conflicts of interest. The specific elements are outlined below:
(a) Organizational Arrangements
(i) At an operational level, the Company considers any circumstances, which
may give rise to a conflict of interest occurring due to the structure and
activities within each business area, between business areas, or between
the Company and its commitments to employees and/or external
stakeholders.
(ii) The Company has implemented several measures to either prevent or
manage conflicts of interest, including separation of reporting lines,
information security access control and confidentiality agreements (as a
term of employment or service).
(b) Company Policies and Procedures
(i) The Company is strongly committed to standards of integrity and fair
business practice, to the handling of the Company's clients in a proper
manner, and to ensuring that all employees uphold a high standard of
prudent and ethical behavior.
(ii) The Company has rules for making it clear if and how employees may
engage in outside business activities to prevent or manage conflicts of
interest.
(iii) The Company's bye-laws include rules for the board of directors of the
Company on how to prevent, identify, manage and adequately document
potential or actual conflicts of interest.
(c) Systems and Controls
(i) Segregation of Duties
(A) The Company operates within an internal control environment
underpinned by the "Three Lines of Defense" principles that require
the independence of operating, oversight and independent
challenge of control functions, including compliance and risk
management. The Company is committed to the principles of
segregation of duties and reflects that segregation in the
Company's organizational structures, procedures, reporting lines
The business of the Company is susceptible to conflicts of interest as it owes duties of care
to: its shareholders, business producers, regulators and clients.
The Company has in place various arrangements, which can be used individually or in
combination to manage conflicts of interest. The specific elements are outlined below:
(a) Organizational Arrangements
(i) At an operational level, the Company considers any circumstances, which
may give rise to a conflict of interest occurring due to the structure and
activities within each business area, between business areas, or between
the Company and its commitments to employees and/or external
stakeholders.
(ii) The Company has implemented several measures to either prevent or
manage conflicts of interest, including separation of reporting lines,
information security access control and confidentiality agreements (as a
term of employment or service).
(b) Company Policies and Procedures
(i) The Company is strongly committed to standards of integrity and fair
business practice, to the handling of the Company's clients in a proper
manner, and to ensuring that all employees uphold a high standard of
prudent and ethical behavior.
(ii) The Company has rules for making it clear if and how employees may
engage in outside business activities to prevent or manage conflicts of
interest.
(iii) The Company's bye-laws include rules for the board of directors of the
Company on how to prevent, identify, manage and adequately document
potential or actual conflicts of interest.
(c) Systems and Controls
(i) Segregation of Duties
(A) The Company operates within an internal control environment
underpinned by the "Three Lines of Defense" principles that require
the independence of operating, oversight and independent
challenge of control functions, including compliance and risk
management. The Company is committed to the principles of
segregation of duties and reflects that segregation in the
Company's organizational structures, procedures, reporting lines
and internal controls as it hires additional personnel and builds out
the team. Segregation of duties is used as a fundamental measure
to prevent and manage conflicts of interest.
(B) The Company ensures that there is adequate segregation of duties
to guard against the risks of unauthorized transactions, fraudulent
activities and any manipulation of data for personal gain or for
concealment of irregularities or financial losses. Essentially, the
segregation of duties is a process to restrict any one staff from
being able to handle an entire transaction flow and the Company
has put in place a ‘Maker and Checker’ rule where appropriate in its
operations.
(C) The Control functions (e.g. 2nd line of defense) are sufficiently
independent from senior management and other functions to
ensure proper checks and balances. Control functions (e.g. Quality
Control or Compliance) provide an independent and objective
perspective on strategies, issues and potential violations related to
their areas of responsibility, as well as ensure that the
implementation of control or corrective measures are effective and
necessary.
(D) The Company conducts periodic reviews or audit checks on the
responsibilities of key personnel to minimize or mitigate areas of
potential or actual conflict of interest and ensures that independent
checks on proper segregation of duties in the Company are well
maintained.
(ii) Disclosure of outside business interests
(A) All directors and officers of the Company are required to disclose to
their managers, any outside position they hold, with or without
compensation, to ensure that these circumstances do not create a
conflict of interest in relation to the role performed at the Company.
Involvement in trade associations, professional societies, charitable
and similar organisations are not normally viewed as improper,
unless those activities are likely to take substantial time from or
otherwise conflict with an employee's responsibilities to the
Company.
the team. Segregation of duties is used as a fundamental measure
to prevent and manage conflicts of interest.
(B) The Company ensures that there is adequate segregation of duties
to guard against the risks of unauthorized transactions, fraudulent
activities and any manipulation of data for personal gain or for
concealment of irregularities or financial losses. Essentially, the
segregation of duties is a process to restrict any one staff from
being able to handle an entire transaction flow and the Company
has put in place a ‘Maker and Checker’ rule where appropriate in its
operations.
(C) The Control functions (e.g. 2nd line of defense) are sufficiently
independent from senior management and other functions to
ensure proper checks and balances. Control functions (e.g. Quality
Control or Compliance) provide an independent and objective
perspective on strategies, issues and potential violations related to
their areas of responsibility, as well as ensure that the
implementation of control or corrective measures are effective and
necessary.
(D) The Company conducts periodic reviews or audit checks on the
responsibilities of key personnel to minimize or mitigate areas of
potential or actual conflict of interest and ensures that independent
checks on proper segregation of duties in the Company are well
maintained.
(ii) Disclosure of outside business interests
(A) All directors and officers of the Company are required to disclose to
their managers, any outside position they hold, with or without
compensation, to ensure that these circumstances do not create a
conflict of interest in relation to the role performed at the Company.
Involvement in trade associations, professional societies, charitable
and similar organisations are not normally viewed as improper,
unless those activities are likely to take substantial time from or
otherwise conflict with an employee's responsibilities to the
Company.
9. GEMINI DOLLAR (“GUSD”)
The Company acknowledges the MAS’ Guidelines on the Provision of Consumer
Protection by Digital Payment Token Service Providers (the “PS-G03”) which seeks to
prevent conflicts of interest that would have the means and incentive to influence the value
and activities relating to these tokens.
The value of GUSD is strictly pegged to the U.S. Dollar and holds an equal value in U.S.
Dollars (one GUSD is equal to one U.S. Dollar). Further, the Company ensures that it holds
one U.S. Dollar for every Gemini Dollar issued in one or more segregated, omnibus bank
The Company acknowledges the MAS’ Guidelines on the Provision of Consumer
Protection by Digital Payment Token Service Providers (the “PS-G03”) which seeks to
prevent conflicts of interest that would have the means and incentive to influence the value
and activities relating to these tokens.
The value of GUSD is strictly pegged to the U.S. Dollar and holds an equal value in U.S.
Dollars (one GUSD is equal to one U.S. Dollar). Further, the Company ensures that it holds
one U.S. Dollar for every Gemini Dollar issued in one or more segregated, omnibus bank
accounts and/or one or more money market accounts. These accounts are subject to
stringent operational controls to safeguard customer assets and ensure stability.
In this regard, the Company has implemented the following measures to reinforce its
commitment to transparency and compliance:
(a) The Company actively monitors employees involved in GUSD-related transactions,
with a focus on identifying unusual trade volumes or other activities that could indicate
potential conflicts of interest.
(b) The Company may hold proprietary positions in GUSD from time to time, and it remains
committed to transparent disclosure of such holdings as part of its broader governance
and consumer protection efforts.
These measures reflect the Company's adherence to MAS guidelines and its dedication to
fostering trust, transparency, and compliance in the digital payment token ecosystem.
stringent operational controls to safeguard customer assets and ensure stability.
In this regard, the Company has implemented the following measures to reinforce its
commitment to transparency and compliance:
(a) The Company actively monitors employees involved in GUSD-related transactions,
with a focus on identifying unusual trade volumes or other activities that could indicate
potential conflicts of interest.
(b) The Company may hold proprietary positions in GUSD from time to time, and it remains
committed to transparent disclosure of such holdings as part of its broader governance
and consumer protection efforts.
These measures reflect the Company's adherence to MAS guidelines and its dedication to
fostering trust, transparency, and compliance in the digital payment token ecosystem.
10. OFFERING OVER-THE-COUNTER TRADING (“OTC”)
The Company offers over-the-counter trading in addition to the spot exchange, and only
conducts its business from its own account on the market for the purposes of settling off-
market or off-platform back-to-back transactions.
However, it takes various measures to ensure that no conflicts of interest arise from its
vertically integrated business model:
(a) The Company segregates its exchange from its over-the-counter (“OTC”) trading
activities. None of the employees in the OTC team at either the Company, or
Gemini Nustar, LLC (“NuStar”), the booking entity for the executed OTC trades,
carry out any proprietary trading. This ensures independence and reduces the
potential for conflicts.
(b) The Company has an in-house Market Surveillance team that operates as an
independent control function under the Compliance department. The surveillance
team has operational policies and procedures in place and they review all trade
data on a daily basis in an effort to prevent manipulative/suspicious trading
activities, market disruptions, and the use of trading information by other
marketplace participants. The Market Surveillance team also uses this software to
enforce the Company’s Employee Trading Policy, which strictly prohibits all
employees from using material non-public information (“MNPI”) to decide whether
to engage in a transaction or not, among other rules that employees are required
to follow.
(c) Trading Bans are announced Company-wide when assets are being considered
for listing or delisting.
The Company offers over-the-counter trading in addition to the spot exchange, and only
conducts its business from its own account on the market for the purposes of settling off-
market or off-platform back-to-back transactions.
However, it takes various measures to ensure that no conflicts of interest arise from its
vertically integrated business model:
(a) The Company segregates its exchange from its over-the-counter (“OTC”) trading
activities. None of the employees in the OTC team at either the Company, or
Gemini Nustar, LLC (“NuStar”), the booking entity for the executed OTC trades,
carry out any proprietary trading. This ensures independence and reduces the
potential for conflicts.
(b) The Company has an in-house Market Surveillance team that operates as an
independent control function under the Compliance department. The surveillance
team has operational policies and procedures in place and they review all trade
data on a daily basis in an effort to prevent manipulative/suspicious trading
activities, market disruptions, and the use of trading information by other
marketplace participants. The Market Surveillance team also uses this software to
enforce the Company’s Employee Trading Policy, which strictly prohibits all
employees from using material non-public information (“MNPI”) to decide whether
to engage in a transaction or not, among other rules that employees are required
to follow.
(c) Trading Bans are announced Company-wide when assets are being considered
for listing or delisting.
11. REPORTING BREACHES
Where a director or officer is in doubt or suspects that this policy has been breached or has
concerns about past or proposed actions by any individual in the Company, or any third
party working with the Company in any capacity, they are required to notify the board
without undue delay.
concerns about past or proposed actions by any individual in the Company, or any third
party working with the Company in any capacity, they are required to notify the board
without undue delay.
12. TRAINING
Training on conflicts of interest is a critical point of the training plan of the Company for all
employees at the outset of their employment and on an annual basis. Training aims to
enable all employees to identify and escalate potential and actual conflicts of interest and
to be aware of the processes by which they are identified, escalated and resolved.
Training on conflicts of interest is a critical point of the training plan of the Company for all
employees at the outset of their employment and on an annual basis. Training aims to
enable all employees to identify and escalate potential and actual conflicts of interest and
to be aware of the processes by which they are identified, escalated and resolved.
13. DOCUMENT MAINTENANCE
This policy will be reviewed on an annual basis by the board of directors of the Company. If
there is a significant change required to the compliance framework, it will be revised to reflect these changes.
This policy will be reviewed on an annual basis by the board of directors of the Company. If
there is a significant change required to the compliance framework, it will be revised to reflect these changes.