AIR Application Form by Nexii

APPLICATION FORM FOR ACCREDITATION AS AN AIR

APPLICATION FORM FOR ACCREDITATION AS AN IMPACT REPRESENTATIVE 2012 / 2013

Nexii South Africa (Pty) Ltd Registration no.: 2011/010685/07 Postnet Suite 553, Private Bag X16, ConstantNIA, 7848, Cape Town, South Africa Tel/fax: +27 21 794 0451 Email: info@nexii.com Web: www.nexii.com

TABLE OF CONTENTS

Instructions to completing the application form

Applicant Details – Individual Applicant

2.1

NIA Experience for Individual Applicant

2.2

IVA Experience for Individual Applicant

2.3

General Declaration for an Individual Applicant

Applicant Details – Firm Applicant

Applicant Details – Firm Representatives

4.1

Applicant Firm Representative 1

4.1.1

NIA Experience for Firm Representative 1

4.1.2 IVA Experience for Firm Representative 1

4.2

Applicant Firm Representative 2

4.2.1 NIA Experience for Firm Representative 2

4.2.2 IVA Experience for Firm Representative 2

4.3

Applicant Firm Representative 3

4.3.1 NIA Experience for Firm Representative 3

4.3.2 IVA Experience for Firm Representative 3

4.4

Applicant Firm Representative 4

4.4.1 NIA Experience for Firm Representative 4

4.4.2 IVA Experience for Firm Representative 4

4.5 5

General Declaration for all Firm Representatives

Experience Questions Both Individual and Firm Applicants

5.1

Experience specific to all NIA Applications

5.2

NIA Experience Specifically for the iX

5.3

Experience specific to IVA Applications

General Overview

6.1

Key Person Dependency and Succession Planning

6.2

Professional Memberships, Compliance and Regulatory Management

6.3

Networks and Relationships

6.4

Fee Basis

6.5

Financial Position

6.6

Shareholding by Applicants

6.7

Legal Proceedings

6.8

Corporate Governance

Client References

Additional Information and Documentation

Professional Code of Conduct Statement

9.1

Minimum Standards of Ethical Behaviour

9.2

Minimum Standards of Care

9.3

Minimum Standards of Competence, Knowledge and Skills

9.4

Professional Conduct Declaration

Application Terms and Conditions and Signature

APPLICATION FORM FOR ACCREDITATION AS AN AIR

1. Instructions to completing the application form Please ensure that you have read the accompanying brochure prior to complete the application form. Note that answers must be typed (not hand written), and signatures must be original. For any question that requires narrative answers, please add as much information as you feel necessary to answer these questions – feel free to expand the text box. If you are an individual applicant, please complete these sections: •

Your experience relating to the Nominated Impact Advisor (NIA) and/or Impact Verification Agent (IVA) role (Section 2)

•

General questions to determine key person dependency, professional memberships, networks, fee basis, shareholding, and corporate governance (Section 5 and Section 6)

•

Client references (Section 7)

•

Additional information and documentation (Section 8)

•

Review Code of Conduct (Section 9)

•

Review terms and conditions and sign application form (Section 10)

If you are a firm applying, please complete these sections: •

Its experience to provide NIA and/or IVA services (Section 3)

•

Each firm’s representative’s experience to provide NIA and/or IVA services (Section 4)

•

General questions to determine key person dependency, professional memberships, networks, fee basis, shareholding, and corporate governance (Section 5 and Section 6)

•

Client references (Section 7)

•

Additional information and documentation (Section 8)

•

Review Code of Conduct (Section 9)

•

Review terms and conditions and sign application form (Section 10)

For any questions relating to describing or providing evidence of impact investment experience, the related fields that would also be considered: •

Social Responsibility / Investment (for example PRI)

•

Environmental management programmes

•

Development or social finance

•

Performance evaluation pertaining to social and/or environmental indicators such as MCril, SROI, PPI etc.

•

Rating systems / tools pertaining to social and/or environmental indicators such as CCBA, Trucost etc.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

For any questions relating to describing or providing evidence of auditing experience, relevant experience that would also be considered includes internal and external auditing in financial, information technology and impact (social / environmental). Examples of relevant experience are: Specifically for impact auditing: •

impact verification (as from verifying social / environmental reports)

•

auditing of traditional impact frameworks, such as Theory of Change

•

registration and accreditation as an SROI analyst

For auditing: •

registration with the Board of Auditors for the specific jurisdiction, if a company OR

•

registration as an auditor, if an individual

•

registration with the International Federation of Accountants (IFAC)

•

evidence of financial and non-financial assurance

•

i nternal and external audit functions, including creating and executing audit plans and creating audit reports

•

conducting audit reviews

•

udit management, review and supervision of planning, delivery and reporting of audit a assignments

•

internal and external audit committee involvement, incl. risk committee involvement

•

design and implement key control procedures and key risk and transaction types

•

specific areas of auditing: financial statements, information technology, governance structure etc.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Date of Application: 2. Applicant Details – Individual Applicant The purpose of this section is to collect:

•

general identifying details of the individual applicant;

•

information on specific impact-related experience, skills and track Please provide the following information:

Full Name of Applicant: Passport Number: Country of Issue of Passport Email Address: Tel No. (incl. dialling code) Website: Street Address: Postal Code: Country: Geographic locations of operations & service provision: Sectors of service provision: ii.

Provide an overview of the your principal activities:

iii.

Provide an overview of your responsible and/or sustainable operational practices and processes as they relate to the organisational activities (for example, certification, CSR programme, sustainability initiatives etc.):

iv.

Indicate with an X which role this representative intends to fulfil and for which they are seeking accreditation and registration: Nominated Impact Advisor (NIA) Impact Verification Agent (IVA)

Please only complete the section applicable to the application.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

2.1 NIA Experience for Individual Applicant Provide details of relevant expertise or domain experience within the field of impact investment.

Provide details of active membership of or accreditation by any recognised professional bodies with independent regulation and compliance that you currently hold:

For how many years have you been operating in an impact due diligence or advisory role? How many clients are you currently working with in this capacity? Provide details of past work and achievements with clients as well as relevant expertise or domain experience within the field of impact due diligence (assessment, reporting, analysis etc.):

How would you rate your understanding and experience in the following impact advisory tools? Please indicate your level of experience with an “x”. If you have experience in other tools, please detail these in the Other field. Tool Social Return on Investment (SROI) GIIRS Analytical Tool Theory of Change Progress Out of Poverty Index Tool Poverty Assessment Tool Other (please detail):

Novice user

Experienced user

Super user

Not used before

APPLICATION FORM FOR ACCREDITATION AS AN AIR

2.2 IVA Experience for Individual Applicant If you are applying for an IVA role: Have you been operating in an auditing role for at least two years? How many clients are you currently working with in this capacity? Provide details of relevant skills, expertise or domain experience within the field of auditing or assurance provision, including verifying or auditing financial and non-financial reports, performance assessment etc.:

2.3 General Declaration for an Individual Applicant Have you ever been:

(a)

onvicted of an offence resulting from dishonesty, fraud or embezzlement? If yes, C provide details.

(b)

ensured or fined by a self-regulatory organisation, or recognised professional body? If C yes, provide details.

(c)

Barred from entry into any profession or occupation?

(d)

onvicted in any jurisdiction of any criminal offence or was a director or alternate C director or officer of a company at the time such company was convicted of any similar offence? All such convictions must be disclosed even though they may now be “spent convictions”.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

3. Applicant Details – Firm Applicant The purpose of this section is to collect: •

general identifying details of the firm;

•

information on specific impact-related experience, skills and track record of the firm

Please provide the following information: Full legal name of the applicant firm:

Legal structure (for example, private company, public company, unlimited company, partnership, etc)

Date of incorporation:

Country of incorporation:

Email address:

Tel no. (incl. dialling code)

Website: Street address:

Postal code:

Geographic locations of operations & service provision:

Sectors of service provision:

Total number of employees at the firm: Number of employees that work in an advisory / auditing / consulting role in the firm: Number of total current clients of the firm who are receiving advisory / auditing / consulting services:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Provide an overview of the firm’s principal activities:

ii.

re you registered with a financial services authority, auditing council, or any similar industry A institutions? Please provide details

Yes / No (please select) Yes

Details:

iii. Provide an overview of the firm’s responsible and/or sustainable operational practices and processes as they relate to the organisational activities (for example, certification, CSR programme, sustainability initiatives etc.):

iv.

Please provide the following details for the primary contact person at the firm:

Name of primary contact person at the firm: Position / Title: Passport number: Country of Issue of Passport Email address: Tel no. (incl. dialling code) Street address (if different from above): Postal code:

Number of individuals applying for accreditation as part of this business entity application:

Please note that a firm can apply for a maximum of four executive representatives per application Should additional applications be sought, please email info@nexii.com for an additional application form.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

4. Applicant Details â&#x20AC;&#x201C; Firm Representatives The following section is to be completed for each individual representative of applicant firms: Please provide the following details for all individuals who will act as applicant firm representatives. Please also attach a detailed CV for each individual, including details of relevant impact-related experience and track record. Please note that approval to the register is not transferable to other staff members at the firm.

4.1 Applicant Firm Representative 1 Position / Title: Passport number: Country of Issue of Passport Email address: Tel no. (incl. dialling code) Indicate with an X which role this representative intends to fulfil and for which they are seeking accreditation and registration: Nominated Nominated Impact Advisor (NIA) Impact Verification Agent (IVA)

Please only complete the section applicable to the application. 4.1.1 NIA Experience for Firm Representative 1 Provide details of relevant expertise or domain experience within the field of impact investment.

Provide details of active membership of or accreditation by any recognised professional bodies with independent regulation and compliance the representative currently holds:

For how many years has the representative been operating in an impact due diligence or advisory role? How many clients is the representative currently working with?

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Provide details of past work and achievements with clients as well as relevant expertise or domain experience within the field of impact due diligence (assessment, reporting, analysis etc.):

ow would you rate your understanding and experience in the following impact advisory tools? Please H indicate your level of experience with an “x”. If you have experience in other tools, please detail these in the Other field. Tool

Novice user

Experienced user

Super user

Not used before

Social Return on Investment (SROI) GIIRS Analytical Tool Theory of Change Progress Out of Poverty Index Tool Poverty Assessment Tool Other (please detail):

4.1.2 IVA Experience for Firm Representative 1 If the representative is applying for an IVA role: Has the representative been operating in an auditing role for at least two years? How many clients is the representative currently working with? Provide details of relevant skills, expertise or domain experience within the field of auditing or assurance provision, including verifying or auditing financial and non-financial reports, performance assessment etc.:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

4.2 Applicant Firm Representative 2 Position / Title: Passport number: Country of Issue of Passport Email address: Tel no. (incl. dialling code) Indicate with an X which role this representative intends to fulfil and for which they are seeking accreditation and registration: Nominated Nominated Impact Advisor (NIA) Impact Verification Agent (IVA) Please only complete the section applicable to the application.

4.2.1 NIA Experience for Firm Representative 2 Provide details of relevant expertise or domain experience within the field of impact investment.

Provide details of active membership of or accreditation by any recognised professional bodies with independent regulation and compliance the representative currently holds:

For how many years has the representative been operating in an impact due diligence or advisory role? How many clients is the representative currently working with in this capacity? Provide details of past work and achievements with clients as well as relevant expertise or domain experience within the field of impact due diligence (assessment, reporting, analysis etc.):

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Novice user

Experienced user

Super user

Not used before

Social Return on Investment (SROI) GIIRS Analytical Tool Theory of Change Progress Out of Poverty Index Tool Poverty Assessment Tool Other (please detail):

4.2.2 IVA Experience for Firm Representative 2 If the representative is applying for an IVA role: Has the representative been operating in an auditing role for at least two years? How many clients is the representative currently working with in this capacity? Provide details of relevant skills, expertise or domain experience within the field of auditing or assurance provision, including verifying or auditing financial and non-financial reports, performance assessment etc.:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

4.3 Applicant Firm Representative 3 Position / Title: Passport number: Country of Issue of Passport Email address: Tel no. (incl. dialling code) Indicate with an X which role this representative intends to fulfil and for which they are seeking accreditation and registration: Nominated Impact Advisor (NIA) Impact Verification Agent (IVA) Please only complete the section applicable to the application.

4.3.1 NIA Experience for Firm Representative 3 Provide details of relevant expertise or domain experience within the field of impact investment.

Provide details of active membership of or accreditation by any recognised professional bodies with independent regulation and compliance the representative currently holds:

For how many years has the representative been operating in an impact due diligence or advisory role? How many clients is the representative currently working with? Provide details of past work and achievements with clients as well as relevant expertise or domain experience within the field of impact due diligence (assessment, reporting, analysis etc.):

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Novice user

Experienced user

Super user

Not used before

Social Return on Investment (SROI) GIIRS Analytical Tool Theory of Change Progress Out of Poverty Index Tool Poverty Assessment Tool Other (please detail):

4.3.2 IVA Experience for Firm Representative 3 If the representative is applying for an IVA role: Has the representative been operating in an auditing role for at least two years? How many clients is the representative currently working with in this capacity? Provide details of relevant skills, expertise or domain experience within the field of auditing or assurance provision, including verifying or auditing financial and non-financial reports, performance assessment etc.:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

4.4 Applicant Firm Representative 4 Position / Title: Passport number: Country of Issue of Passport Email address: Tel no. (incl. dialling code) Indicate with an X which role this representative intends to fulfil and for which they are seeking accreditation and registration: Nominated Impact Advisor (NIA) Impact Verification Agent (IVA) Please only complete the section applicable to the application.

4.4.1 NIA Experience for Firm Representative 4 Provide details of relevant expertise or domain experience within the field of impact investment.

Provide details of active membership of or accreditation by any recognised professional bodies with independent regulation and compliance the representative currently holds:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Novice user

Experienced user

Super user

Not used before

Social Return on Investment (SROI) GIIRS Analytical Tool Theory of Change Progress Out of Poverty Index Tool Poverty Assessment Tool Other (please detail):

4.4.2 IVA Experience for Firm Representative 4 If the representative is applying for an IVA role: Has the representative been operating in an auditing role for at least two years? How many clients is the representative currently working with in this capacity? Provide details of relevant skills, expertise or domain experience within the field of auditing or assurance provision, including verifying or auditing financial and non-financial reports, performance assessment etc.:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

4.5 General Declaration for all Firm Representatives i.

With respect to your nominated applicant representatives, have any of them ever been:

(a) Convicted of an offence resulting from dishonesty, fraud or embezzlement? If yes, provide details.

(b) Censured or fined by a self-regulatory organisation, or recognised professional body? If yes, provide details.

(d) Convicted in any jurisdiction of any criminal offence or was a director or alternate director or officer of a company at the time such company was convicted of any similar offence? All such convictions must be disclosed even though they may now be “spent convictions”.

(ii) Please provide details of procedures and controls that are in place to ensure that personnel (specifically nominated applicant representatives) do not act outside of their authority, for example, any checks that an impact assessment is completed independently and that a superior signs off on the assessment. If this is mandated by a professional code of conduct, please indicate this below.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

5. Experience Questions Both Individual and Firm Applicants The following section is to be completed for the applicant firm as whole (as opposed to individual representatives as above). For any essay questions, the text box will resize to the text. Please add as much information as you feel necessary to answer these questions. Please provide a detailed explanation as to the reason for seeking accreditation and registration as a Nexii and/ or SEM impact representative:

5.1 Experience specific to all NIA Applications This section must be answered by any applicant seeking an NIA accreditation. i.

umber of years the applicant has been providing services relating to impact N investment.

ii.

Have you created any of the following documentation for a high impact business or fund?

Impact Profile

Yes

Impact report, or equivalent (e.g. sustainability report)

Yes

Impact forecast, or equivalent

Yes

Technical assistance / capacity building report

Yes

iii.

lease provide specific details on the applicantâ&#x20AC;&#x2122;s experience in impact investment as it relates P to impact analysis, rating and assessment and other related areas. Please include any specific details on experience in the design and/or use of impact metrics, frameworks, standards, taxonomies, key performance indicators, etc

iv.

hat are the prerequisites you need to see in evidence before accepting and representing a W client as an impact investment opportunity?

On average, how long does an assessment of a social business take?

vi.

Is the Theory of Change framework applied to the social businesses or investment entities the applicant works with? Please explain.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

vi.

Please provide details on any additional impact analysis, ratings and assessment tools used:

vii.

lease provide any additional details that strengthen the application, if necessary. Extra details P could refer to extra services offered, such as corporate or financial advisory experience or corporate governance assessment or implementation experience.

5.2 NIA Experience Specifically for the iX If the applicant is applying to represent businesses or funds on the iX in capacity as a nominated Nominated Impact Advisor, the applicant is required to assist the business or fund with the listing admission process. The purpose of this section is to understand the applicant’s services relating to fulfil this responsibility. Relevant experience includes, but is not limited to: •

a transaction requiring a Prospectus or equivalent

•

a transaction involving the merger or acquisition of social businesses

•

analysis of financial statements

•

capital investment / capital structuring / capital budgeting projects

•

investment banking and related fields

•

project or company valuation projects

•

working capital decisions and asset financing decisions

•

credit /financial risk management

•

any commercial and regulatory projects

lease provide a description of the types of services the firm provides as well as a brief overview the P processes and procedures relevant to each service.

umber of years the applicant firm has been providing corporate N finance services:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

5.3 Experience specific to IVA Applications This section must be answered by any applicant seeking an IVA accreditation. This section is to be completed ONLY for those applicants applying for accreditation and registration as an IVA. Please provide specific details on the auditor and assurance services offered by the applicant firm and how the representatives above (if any) support these services. Please include specific details as to how these services are executed.

umber of years the applicant has been providing auditor N services:

ii.

On average, how long does it take to complete an audit, given the audit processes?

iii.

What are the core criteria for working on an auditing project with a client?

6. General Overview This section must be answered by all applicants. 6.1 Key Person Dependency and Succession Planning The purpose of this question is to understand the succession policy of the firm, specifically relating to client relationship management. Please explain how potential key person dependence in the professional management team in is dealt with and how the associated risk is managed (succession planning, board policies etc)?

6.2 Professional Memberships, Compliance and Regulatory Management The purpose of this section is to understand the professional memberships, compliance and regulatory management of the applicant firm. Please provide details of membership of any recognised professional bodies with independent regulation and compliance:

APPLICATION FORM FOR ACCREDITATION AS AN AIR

6.3 Networks and Relationships The purpose of this section is to understand the any strategic third party relationship and networks that underpin services offered. Please provide Please provide details of any strategic partnerships, joint ventures or service level agreements in place with other key service providers that demonstrate capabilities and services of the role applied for.

6.4 Fee Basis The purpose of this section is to understand the cost of services provided. Please provide details of the basis upon which you charge your clients fees for services relating to impact investment due diligence, assessment, evaluation and any additional services. Please indicate whether these are commission-based, success-based or time-based and what kind and quantum of fees would be charged to clients for the requirements of service delivery as an AIR.

6.5 Financial Position The purpose of this section is to understand whether the applicant will operate for the next 12 months, at a minimum. Is the applicant a going concern, in your auditor’s opinion? Please provide latest audited financial statements and/or auditor’s certification as requested in the list of supporting documentation.

6.6 Shareholding by Applicants The purpose of this section is to understand the shareholdings of an applicant, to help determine any conflict of interest. Please provide details in the table below of any and all shares held by the applicant in any social business or fund represented or intending to be represented by the applicant: Name of social business or investment entity

Platform or exchange where it is listed (if currently listed)

Number and Value of Shares

Commencement date of shareholdings

**Please note that Nexii and/or the SEM must be notified of any additional or future shareholdings. This notice must be signed off by the applicant to a Nexii platform or issuer on a Nexii platform.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

6.7 Legal Proceedings The purpose of this section is to understand whether the applicant is subject to legal proceedings at the date of application. Please provide details of any active, threatened or pending legal proceedings against you (applicant/ applicant firm) which may have a significant effect on your business as a going concern or your reputation?

6.8 Corporate Governance The purpose of this section is to understand the applicant’s corporate governance structure. i.

What systems are in place to maintain accurate records and safeguard those records?

ii.

Please indicate (mark with an ‘x’) which of the following policies and/ strategies are in place:

Policy detailing procedures for appointment to the board of directors Policy evidencing a clear balance of power and authority at board level Conflict of Interest Policy Environmental Management Policy Remuneration Policy (Board level) Risk control / Compliance / Audit Policy Equal Opportunities/Diversity Policy Corporate Social Responsibility Policy Occupational Health and Safety Policy HIV/AIDS Policy Disciplinary or Grievances Policy Sustainability strategy Other (specify)

iii.

If any of these policies are not in place, please explain why.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

7. Client References Please nominate three most recent clients to whom the services described above have been provided. Note that Nexii and/or its partners may contact these clients and/or request further information on these clients as part of the assessment process. Reference

Client Name

Service Provided

Duration of service agreement

Contact Name

Contact Email

1 2 3

8. Additional Information and Documentation Please attach to this application the following documents to the application. If you are unable or unwilling to provide these documents, please explain why. •

Any supporting evidence of your understanding of impact investment, skillset and experience, listing on a Nexii platform, for example, prospectus created for a client, published impact report

•

All constitutional and formation documents of the firm (for example, memorandum and articles of association/ constitution or equivalent document, the Certificate of Incorporation, or in the case of a partnership, the list of partners and the Partnership deed)

•

A detailed profile of the firm including its purpose, service offering, directors, key management team,

•

Annual report for the last two years OR

•

Letter from independent professional (accountant/auditor) stating that the applicant/applicant firm is a going concern with trading potential for at least the next financial year

•

A list of all operating locations (if applicable)

•

The ownership and percentage of existing shareholders in the firm

•

A detailed CV for each individual applicant firm representative, including details of relevant impact-related experience and track record

•

Examples or descriptions of processes, tools and report templates that demonstrate the firm’s processes and methodology of service delivery. These can include: • reports on social enterprise due diligence; • impact analysis, rating and assessment (including reference to any impact metrics and indicators used) • impact verification or audit • auditing strategy plan and reports

•

Evidence of any memberships of any recognised professional bodies with independent regulation and compliance

•

Evidence of/certificates of accreditation by independent or external bodies to undertake analysis of impact performance (e.g. SROI, IFRS)

Please complete and return the application form and signed Code of Conduct with all necessary supporting documents, including the proof of payment via registered mail to Nexii.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

9. Professional Code of Conduct Statement To reinforce the mission of the Nexii and its platforms, all authorised impact representatives are expected to support the Code of Conduct governing their behaviour as representatives of Nexii and/ or the SEM. Each individual applicant representative, including each individual executive within a firm seeking accreditation, must complete and sign this statement and submit it together with the application form to be authorised as a representative. This Professional Code of Conduct Statement sets out the requirements and guidelines in respect of the conduct of authorised impact representatives when fulfilling their responsibilities as well as the professional conduct expected from them when dealing with their clients, including social businesses and/or investment entities. 9.1 Minimum Standards of Ethical Behaviour •

An authorised impact representative must place the interests of the client first, and must act with integrity.

•

An authorised impact representative must behave professionally in all dealings with a client, and communicate clearly, concisely, and effectively.

•

An authorised impact representative must not state or imply that it is independent, or that any services provided are independent, if a reasonable person in the position of a client would consider that the authorised impact representative or the services provided are not independent.

•

An authorised impact representative must not borrow from or lend to an applicant or other impact entity although it can hold securities (debt or equity) in any such investment entity or social business. Any securities held by the authorised impact representative in a business or fund listed on the iX or registered on a Nexii platform which as AIR represents or to which it provides services must be declared as directed in the AIR application form.

9.2 Minimum Standards of Care •

An authorised impact representative must ensure that each client has sufficient information to enable that client to make an informed decision about whether it can retain its services and/or follow any advice provided by it.

•

When providing a personalized service to a client, an authorised impact representative must take reasonable steps to ensure that the personalized service is suitable for the client.

•

An authorised impact representative must not do anything or make an omission that would or would be likely to bring the impact investment capital market into disrepute.

•

An authorised impact representative must enter into a written contract with its client and take reasonable steps to ensure that the client is aware of the principal benefits and risks involved in raising capital on Nexii Platforms.

•

An authorised impact representative must record in writing adequate information about any personalized services provided as well as any communication (such as annual meetings) with the client.

•

An authorised impact representative must ensure that records of all information and documents required under this Code are kept for a minimum of 7 years or such other period as may be prescribed by law.

•

Before providing an impact investment-related service, an authorised impact representative must have the required competence, knowledge and skills to provide that service.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

9.3 Minimum Standards of Competence, Knowledge and Skills •

An authorised impact representative must have knowledge of the appropriate rules governing admission and/or listing on the relevant Nexii Platform or the iX as the case may be, and other legal obligations relevant to the operation of the authorised impact representative’s practice that is adequate for the proper operation of that practice.

•

An authorised impact representative must undertake sufficient continuing professional training to maintain its competence at a level appropriate for the services it provides or intends to provide, and keep up to date with developments relevant to the authorised impact representative’s practice.

9.4 Professional Conduct Declaration By agreeing to this Professional Code of Conduct, the authorised impact representative acknowledges the Professional Code of Conduct Statement requirements listed above.

Signed (Applicant): _______________________

Print Name: ________________________

Title: ___________________________________

Date: ________________________

Signed (Firm Representative 1): ____________________

Print Name: ________________________

Title: ___________________________________

Date: ________________________

Signed (Firm Representative 2): ____________________

Print Name: ________________________

Title: ___________________________________

Date: ________________________

Signed (Firm Representative 3): ____________________

Print Name: ________________________

Title: ___________________________________

Date: ________________________

Signed (Firm Representative 4): _________________

Print Name: ________________________

Title: ___________________________________

Date: ________________________

APPLICATION FORM FOR ACCREDITATION AS AN AIR

10. Application Terms and Conditions and Signature

Name of Applicant: ______________________________________________

The above Applicant hereby applies for accreditation and registration as an authorised impact representative with Nexii and/or the SEM. If this application is granted, the above Applicant undertakes to comply with and discharge its responsibilities and obligations as an Authorised impact representative as defined in this document and in the relevant admission and/or listing Rules with due skill and care. The above Applicant acknowledges that Nexii and/or the SEM, as the case may be, may take disciplinary or other action against it as an Authorised impact representative or terminate the firm’s registration with Nexii and/or the SEM, in the event that the AIR fails to observe and carry out its responsibilities as detailed above, or violates any principle in the Authorised impact representative Code of Conduct. The above Applicant declares that it will participate in an orientation programme on the role and responsibilities of an Authorised impact representative and on the listing rules of the iX or admission requirements for a Nexii Platform to be scheduled with Nexii so that it has a full understanding of the requirements of its role as well as of the Nexii platforms or iX Rules for social businesses and/or investment entities it may support. The above Applicant declares that all the information contained in this Application Form and otherwise supplied is complete, true, accurate and not misleading. Furthermore, the applicant understands, agrees and confirms that it is: •

acting on our own and have made an independent decision to make this application based upon my/ our own judgement;

•

not relying on any communication from Nexii or the SEM, whether written, oral or implied as a recommendation to make the application;

•

attesting to the accuracy and completeness of all answers, statements or other information provided in this application and in all documents that have been or will be provided.

•

The applicant also understands and agrees that Nexii and the SEM will keep all information confidential and protected subject to the following:

•

they may process my information as defined in legislation including photographs and identity verification to prevent fraud and money laundering;

•

they may make enquiries of whatever nature for the purposes of verifying the information disclosed in this form and obtain any other information concerning me from any source to enable the processing of this application;

•

may search my records at credit reference agencies in order to comply with “Know your Client” obligations;

•

may request reputable research organisations and/or prospective clients to contact me;

•

may share my information where they are required to do so by law or contractual agreement.

The above Applicant declares that all the information contained in this Application Form and otherwise supplied is complete, true, accurate and not misleading. If the Applicant is a Firm, this undertaking must be signed by two duly authorised Directors of the firm and evidence of such authorisation must be attached to this application.

APPLICATION FORM FOR ACCREDITATION AS AN AIR

Signed: _______________________

Print name: ________________________

Title: _________________________

Date: _____________________________

Signed: _______________________

Print name: ________________________

Title: _________________________

Date: _____________________________