This Code of Conduct (the “Code”) applies to XTX Markets Limited and all other affiliated subsidiaries of XTX Holdings Limited including, but not limited to, XTX Markets Pte. Limited, XTX Markets LLC and XTX Research LLP (together “XTX” or “the Firm”) whether regulated or un-regulated, and all directors, partners, officers, employees, and contractors of those entities (together “XTX staff”). The Code is intended to reflect XTX Policies as well as legal, regulatory and ethical business standards that govern the conduct of XTX and XTX staff.
This Code is a statement of XTX’s commitment to integrity and the highest ethical standards in all that we do at XTX. It defines the standards of conduct expected to help you make the right decisions in the course of performing your job. The Code is meant to provide specific guidance to XTX staff and to emphasise standards which are consistent with XTX’s Core Values:
This Code covers a wide range of business practices and procedures, but does not cover every legal or ethical question that may be faced at XTX, however, by following this Code and our other policies and procedures, by adhering to the letter and the spirit of all applicable laws and regulations and, above all, by applying sound judgment to your activities, you can demonstrate your commitment to the highest standards of ethical behaviour that we expect of all XTX staff.
This Code contains policies and reference to policies regarding several key areas:
XTX expects all XTX staff to comply with all of the laws, rules and regulations applicable to its operations and business.
To ensure that XTX maintains its reputation for integrity and high ethical standards, it is essential that the Firm and XTX staff abide by all applicable laws and regulations and maintain high standards of personal and professional conduct. XTX staff are expected to demonstrate high standards of moral and ethical conduct and comply with the provisions of this Code.
XTX staff are not expected to know the details of each and every law governing the Firm’s business. However, they are expected to be familiar with and comply with XTX’s policies and procedures applicable to their respective business entity and job responsibilities, including but not limited to this Code. When in doubt, XTX staff should seek advice from their supervisor or the Compliance Department.
The Firm requires and expects all XTX staff to conduct all business dealings ethically and to abide by the specific requirements detailed in this Code as well as the spirit of the Code. If there is any doubt about what this Code requires or permits, XTX staff should ask the Compliance Department.
In adopting this Code, XTX recognizes that it and XTX staff owe a duty to the Firm and the Firm’s FX counterparties and clients (together “Clients”) and must:
All XTX staff should be mindful that their behaviour and activity reflects upon XTX. All XTX staff are responsible for protecting XTX’s reputation.
XTX is committed to providing a work environment that promotes equal opportunity, dignity and respect. Our policies and practices promote equal employment opportunity without discrimination or harassment on the basis of race, religion, age, sex, gender, gender identity or expression, sexual orientation, national origin, citizenship, disability, marital and civil partnership or civil union status, pregnancy (including unlawful discrimination on the basis of a legally protected pregnancy or maternity leave), or any other characteristic protected by law.
XTX does not tolerate slavery, servitude, forced or compulsory labour or any behaviour that amounts to coercion in the form of either direct threats of violence or more subtle forms of compulsion and/or where work or service is extracted from any person in the menace of any penalty and for which the person has not offered him/herself voluntarily or human trafficking (known as “modern slavery”) within its business or supply chains.
Misconduct, including discrimination, harassment, retaliation or other forms of unprofessional behaviour will not be tolerated. XTX staff should report any instances of discrimination or harassment to the Human Resources Department.
A. Insider Dealing
It is unlawful to trade in any security or other financial product on the basis of material non-public (“inside”) information or to disclose such information to others who may profit from it. Information is “non-public” if has not been disseminated broadly in the marketplace by, for example, being made generally available to the public in a press release, public filing with a regulator or some other government agency or other means of widespread distribution. Information is “material” if a
reasonable investor would consider it important in making a decision to buy, hold or sell a security. The legal definition of “inside information” is purposefully broad and intended to capture a wide spectrum of information. As a rule of thumb, any information that would affect the value of a stock or other financial product should be considered material regardless of whether the information is directly related to the company’s business. It is likely that the following types of information would fall within scope of the definition of “inside information” but this list is not exhaustive:
All XTX staff who may be in possession of material, non-public information about a company are prohibited from both (1) dealing in the stock or securities of that company, either personally or for a third party including XTX, while in possession of such information; and (2) making unlawful disclosures, “tipping” others to trade on the basis of such information.
Should an XTX staff member find themselves to be, potentially, in possession of material non-public information they should refer to the XTX Market Abuse Policy for additional information about XTX’s policy on insider dealing and XTX staff responsibilities.
XTX’s staff may also receive confidential information concerning existing and potential Clients in the course of their normal business. XTX staff are expected to keep strictly confidential any Client-related information such as information concerning the Client’s trading activity, financial circumstances, identity, relationship to XTX or transactions undertaken by XTX with the Client.
As a general rule, confidential information pertaining to XTX or XTX’s Client’s should never be communicated to anyone outside of the Firm. Moreover, Client information should be handled with discretion inside the Firm and should only be communicated to XTX staff who need to know that information. Examples of XTX staff who may need to know about confidential information include members of XTX’s Compliance Department, Senior Management, and members of Distribution who work with the Client to whom the confidential information relates. Confidential information must be protected at all times regardless of its form or format. This means that XTX staff should not:
XTX staff with a question about whether certain information is confidential should seek advice from a supervisor or the Compliance Department.
Please refer to the XTX Communications Policy for additional information about our policy on Confidentiality and XTX staff responsibilities.
A conflict of interest can be described as a situation in which someone in a position of trust has competing professional and/or personal interests which could make it difficult to fulfil their duties objectively and effectively. A conflict of interest may be actual or potential (future) and can occur in a number of situations. There are a variety of relationships in which potential conflicts could occur, including:
It is XTX’s policy to meet the highest standards of ethical and market practices in respect of the management of conflicts of interest and to act at all times in the best interests of its Clients and the Firm. In this regard, practices and procedures have been adopted which establish general rules of conduct to ensure any conflicts of interest do not adversely affect Clients. If a conflict cannot be properly mitigated, disclosure is made in adequate detail to the Client with which the conflict exists.
A. Identification of Conflicts
It is the responsibility of all XTX staff to identify and report any potential conflicts of interest to the Compliance Department. The Compliance Department will identify and document conflicts, both actual and potential, that are faced by XTX in its day to day business. These are detailed in the Conflicts Register, maintained by the Compliance Department, which summarises conflicts/potential conflicts and the means by which they are managed. The Conflicts Register is available to all members of the Compliance Department.
Ultimately, XTX Senior Management are responsible for conflicts management and are supported by the monitoring conducted by the Compliance Department. When evaluating the types of conflicts and potential conflicts that arise and which may entail a material risk to the interests of a Client, we must take into account whether XTX or XTX staff and any persons directly or indirectly linked by control to XTX:
XTX staff must promptly report to the Compliance Department any investment, activity or relationship (including those involving family members) that could give rise to a potential conflict of interest or the appearance of a conflict either with XTX or a Client of the Firm.
B. Conflict Avoidance
XTX seeks to organise its business activities, including external arrangements, in such a way as to avoid conflicts. Conflicts of interest are prohibited as a matter of XTX policy except as approved and in accordance with the controls agreed by the Executive Committee and documented by the Compliance Department.
C. Conflict Monitoring, Management and Disclosure
XTX is required to:
All XTX staff are required to participate in annual conflicts of interest training.
XTX staff are prohibited from engaging in outside business activities that may interfere with their duties with the Firm.
Outside business activities include any business enterprise, whether for compensation or not, that is outside the scope of the staff member’s duties to the XTX. These activities include, but are not limited to, providing investment advisory or financial services, acting as a proprietor, partner, officer, director, trustee, consultant, employee, agent or having any financial interest in another business or organization. Outside business activities also include non-compensated positions where the XTX staff member is acting in a fiduciary capacity (e.g., treasurer, power of attorney, charitable trust officer or director for a non-profit company).
Before engaging in any outside business activity, XTX staff are required to notify the Chief Compliance Officer in writing of the outside business activity. Written approval must be obtained from the Chief Compliance Officer for the XTX staff member to engage in the outside business activity. Failure to obtain written approval before engaging in an outside business activity could result in disciplinary action.
XTX has implemented a Personal Account Dealing (“PAD”) Policy which, amongst other things, is designed to mitigate any conflicts that arise through the personal dealing activities of XTX staff members.
The Firm requires XTX staff, as part of their contract of employment or services, to adhere to the provisions of the PAD Policy which is included in the XTX Compliance Manual. Failure to comply will be regarded as a breach of the employment contract or services agreement which could lead to disciplinary action.
XTX staff are required to sign a PAD attestation on a regular basis confirming their brokerage accounts and all transactions made during the respective period for each account.
The PAD Policy applies to all XTX staff and to accounts of XTX staff member’s “Connected Persons” who are defined as follows:
The PAD Policy must be followed in conjunction with any applicable laws and regulations. In accordance with XTX’s aim to observe high standards of integrity and fair dealing, XTX staff may not engage in any dealings that could interfere with their employment at the Firm or which may result in or give the appearance of impropriety.
C. Activities Covered by the PA Dealing Policy
“Reportable Securities” include: all shares (both publicly listed and private), investment trust shares, bonds, commodity interests (including physical metals trading, futures, commodities options, options on futures currencies and swaps), FX trades (other than those exchanges made purely for domestic use), ETFs (whether publicly traded on a public exchange or not), Bitcoins (or other similar virtual currencies) and all spread bets or other derivative instruments the subject matter of which is a Reportable Security or Reportable Securities.
The following securities are not considered to be Reportable Securities:
D. Pre-Approval Process
Prior to dealing in a Reportable Security covered by the PAD Policy, all XTX staff must receive pre- approval by the Compliance Department. Approval is based on an assessment of actual, apparent, or potential conflicts of interest, XTX policies, and industry rules and regulations. Compliance reserves the right not to divulge the reasoning behind a decision to decline a transaction request. Approval is granted for the quantity stated on the trade request or less. XTX staff may not execute a transaction for a greater quantity than that specified on the trade request.
Unless stated otherwise in the approval from Compliance, an approval is valid for 24 hours only (after which a further request should be made for approval, including for any fill orders which were not completed within the original 24-hour period of approval).
PAD transactions are required to be held for a minimum of 30 calendar days from the trade date, or in the case of a distribution allocation, from the first day of trading of the new instrument.
Once a transaction is approved and executed, a copy of the contract note or broker statement must be provided to the Compliance Department as soon as reasonably practicable thereafter.
XTX staff must report to the Compliance Department, within 30 days after the end of each calendar quarter, details of:
Please refer to the XTX’s Compliance Manual for additional information about the XTX PAD Policy.
XTX staff with questions about the PAD Policy should seek guidance from the Compliance Department.
XTX staff must not offer, give, solicit or accept gifts or hospitality if doing so is likely to result in a conflict for XTX and/or its Clients, brokers or service providers. Gifts and hospitality should only be given or received if (1) ethical; and (2) public disclosure of the circumstances would not be detrimental to the Firm’s reputation.
XTX has prepared the following general principles to assist XTX staff in understanding what constitutes appropriate levels of gifts and entertainment, and what may be construed as potential bribery and corruption:
If XTX staff are giving gifts or hospitality they must ensure that the cost is under £50 or the local currency equivalent.
If XTX staff receive gifts or hospitality they must ensure that:
Further information around XTX policies related to gifts and hospitality, procurement of goods and services, facilitation payments and political or charitable contributions can be found in the Compliance Manual, Expense Policy, and the Anti-Bribery and Corruption Policy.
XTX’s reputation is one of its most valuable assets. The Firm recognizes that XTX staff may be invited or wish to participate in lectures, industry panel discussions, seminars, etc., where they may be called upon to provide comments about markets, market practices, regulatory practices or information about XTX. As representatives of the Firm, XTX staff should obtain approval from the co-CEOs before participating in any public financial services industry forum. Notice must also be provided to the Compliance Department in order that XTX staff participation can be recorded and any materials approved.
XTX staff should be sure that any information or materials disseminated to the public are professional, accurate, balanced, not misleading in any way, and complete. In situations where XTX staff are asked to provide their view or opinion, they must disclose that any opinion offered is their own and not necessarily that of XTX.
Please refer to the Communications Policy for additional information about communication with the public.
If the Chief Compliance Officer (or their designee) determines that a member of XTX staff has violated the letter or the spirit of this Code, the Firm may impose appropriate sanctions. For instance, XTX staff may be subject to disciplinary action, up to and including a warning letter or letter of censure, suspension of personal trading privileges, suspension or termination of employment, demotion, fine, civil referral to regulatory authorities or criminal referral.
Any member of XTX staff who knows of, or reasonably believes there is or has been, a violation of laws or regulations applicable to XTX or referenced in this Code, must report that information immediately to the Chief Compliance Officer. The reporting XTX staff member may not conduct any preliminary investigations of the suspected violation unless authorized by the Compliance Department.
Any XTX staff member who in good faith reports a possible violation of law, regulation, Firm policy, this Code, or any other suspected illegal or unethical behaviour is protected from retaliation. Retaliation against XTX staff reporting a violation constitutes a violation of this Code and the XTX Whistleblowing Policy.
For additional information XTX staff should refer to the XTX Whistleblowing Policy.
In relation to the Code and as required by other Firm policies, the Compliance Department will maintain the following records:
The Compliance Department will provide each XTX staff member with a copy of this Code and any material amendments. All XTX staff are required to provide the Compliance Department with a written acknowledgement of their receipt and review of the Code and any amendments.
The Compliance Department will review this Code at least annually and make any necessary amendments.
The Compliance Department will also hold periodic orientation or training sessions for new and existing employees to review their obligations under this Code. All XTX staff must attend any assigned training sessions and read any applicable materials.