Company Profile

In the multi-layered domains where industry, culture and technology intersect, BITEX HOLDINGS aims to serve as an intermediary connecting one region with another, individuals with society, and the present with the future. We translate creative intelligence into practice and, responding to the changes of our times, work to generate new value. In an increasingly divided world, our mission is to widen the possibilities of dialogue and collaboration and to keep producing “creation” as a universal value.

Mission, vision and values

Our values

Code of conduct

• Primary sources　We form and explain our judgements on primary material — the local register, the executed contract, the regulator's own publications — and not on report or hearsay.
• Disclosure of uncertainty　Where a matter has not been established, we say so expressly. Matters still under verification are disclosed as such, and we avoid any wording liable to be mistaken for settled fact.
• Reserving the right to decline　Where verification is incomplete, where the origin of funds admits of no reasonable explanation, or where a counterparty does not meet the criteria of the Group, we decline, whatever the size of the transaction.
• Contemporaneous records　What is agreed orally is reduced to writing without delay. An agreement of which no record exists is treated as never having been concluded.
• Presence on the ground　We do not rely on inference drawn at a distance; decisions are taken with an office and staff established in the place itself.
• Accountability　We keep the basis on which each judgement was made in a form that can be explained on request.

Prohibited conduct

The following are prohibited under the internal rules of the Group. Sales partners and outsourced service providers are required by contract to observe the same prohibitions.

• Presenting an unverified yield or future price level as though it were an established fact.
• Soliciting on the strength of the favourable side alone, without an explanation of risk.
• Pressing a client to decide unduly quickly, or depriving them of the opportunity to compare.
• Commencing a transaction before verification of identity and of the source of funds is complete.
• Holding a relationship, in any form whatever, with anti-social forces, sanctioned persons or their equivalent.
• Withholding information a client requires in order to judge, in the interest of the Group.
• Using information obtained in the course of duty for any purpose other than that duty.

Our approach

The Group considers that sustainable growth and an increase in corporate value over the medium and long term require both transparency and fairness in management and a structure capable of prompt and decisive judgement in the face of a changing environment. We regard the strengthening of corporate governance as one of the foremost management priorities, and we base it on the separation of execution from supervision, the documentation of the decision-making process, and the traceability of the movement of funds.

The Company is not listed. It nevertheless holds funds entrusted to it by investors through the notes business in the Abu Dhabi Global Market (ADGM), and in its real estate business it is entrusted with substantial client assets. In view of that fiduciary responsibility, the Company voluntarily applies the standard of discipline expected of a listed company.

The Group operates across the UAE, Japan, China, Singapore and the United Kingdom, jurisdictions whose legal systems and commercial customs are not uniform. Individual judgements are therefore not left to the discretion of each company; control is exercised across the Group under the supervision of the holding company.

Corporate governance structure

Composition and matters reserved

The acquisition and disposal of assets in the notes business (ADGM) additionally requires the attendance and approval of an independent external observer at the Investment Committee.

Basic policy for the internal control system

The Company maintains the following arrangements to ensure the propriety of its operations.

• Compliance with laws and regulations　A code of conduct is in force and a compliance oversight function is established, together with training and a whistleblowing channel, to ensure that the conduct of directors and employees conforms to the law of each jurisdiction and to the articles of association.
• Retention of information　Minutes of the Board and other material meetings, approval documents and contracts are retained for the period prescribed by internal rules and are kept available for inspection.
• Management of the risk of loss　Risk management rules are in force. Business risk, financial risk, geopolitical risk and operational risk are identified separately, and a response is set according to impact and likelihood.
• Efficiency of execution　Authorisation levels are defined in the delegation of authority rules; execution proceeds against the annual budget and business plan and is reviewed monthly against actual results.
• Control of the corporate group　Material matters at subsidiaries are reserved for the prior approval of the holding company, and propriety across the group is secured through monthly reporting and, where required, verification on site.
• Reliability of financial reporting　Accounting policies and closing procedures are standardised across the group. Entries are supported by vouchers, approved by an authorised person, and the bookkeeping and approval functions are separated.

From decision to verification

Structure of internal rules

Relations with stakeholders

• Clients　Overseas real estate is a field marked by a wide information gap. The Group holds its own local entities, local licences and local staff, and its policy is to pass on primary information without alteration. We do not present an unverified projection as though it were an established fact.
• Investors　In the notes business, segregation of funds, third-party custody of collateral, joint signature including an independent director and the involvement of an independent external observer are built into the structure from the design stage.
• Counterparties and partners　Our relationships with ALDAR Properties, MODON Properties and CATL-KSTAR, among others, are formal agency and partnership relationships founded on contract and on a record of delivery.
• Employees　We comply with the labour law of each jurisdiction and work to maintain an environment in which employees of different nationalities and languages are held to the same standard.
• Communities　We respect the institutions and customs of the places in which we operate and select fields of business that contribute to their development.

Basic policy

The Group considers that the effectiveness of internal control should not depend on the qualities of particular individuals, but should be secured by embedding control in the business process itself. Three principles apply across the Group: (i) no single person completes a sequence of tasks; (ii) no movement of funds occurs without a record; and (iii) no transaction begins with a counterparty whose verification is incomplete.

Three lines of defence

Group control functions

Segregation of duties and authorisation

Work is divided into origination, verification, approval, execution and bookkeeping, each performed by a different person. Authorisation levels are set in the delegation of authority rules, by amount and by subject matter.

Management of funds

Oversight of subsidiaries

Audit arrangements

As to the financial audit of the group as a whole, it is our policy to put in place an audit by an external audit firm as the scale of the business grows. Progress will be disclosed on this page.

Basic policy

Read narrowly, as no more than the avoidance of unlawful conduct, compliance invites a search for the space the law does not reach. The Group defines compliance as observance of the law and, in addition, of internal rules, contractual obligations and the expectations of society, and communicates this to directors and employees through its code of conduct.

In overseas real estate in particular, the assertion of unverified yields as though certain, and the omission of any explanation of risk, have long been identified as problems. The Group expressly prohibits such conduct in its internal rules and requires the same standard of its sales partners.

Scope

This policy applies to the directors and employees of BITEX HOLDINGS LLC and of every group company. Sales partners, intermediaries and outsourced service providers are required by contract to observe an equivalent standard.

Areas of law observed

How compliance is administered

Training

Whistleblowing

Anti-bribery and anti-corruption

• Giving money or any other benefit to public officials or to persons connected with public bodies is prohibited.
• Giving or receiving an improper benefit in order to obtain or retain business is prohibited.
• Entertainment and gifts are confined to what is generally accepted as reasonable, and a record is kept.
• Indirect giving through agents, intermediaries or consultants is equally prohibited.
• Donations and political contributions require prior approval.

Conflicts of interest

Directors and employees are required to declare in advance, and to obtain approval for, any transaction in which the interests of the Company conflict with their own or those of a third party. Transactions between group companies are tested against arm's length terms.

Anti-competitive conduct

Agreeing with competitors on price, volume of supply or the allocation of customers, or exchanging information on such matters, is prohibited. Where a trade association meeting is attended, the agenda and minutes are reviewed; if a doubt arises, the representative is to withdraw from the meeting and report the matter.

Basic policy

Risk cannot be eliminated. Risk management in the Group means determining in advance which risks are to be accepted and to what extent, and then confirming on a continuing basis that operations remain within what was determined. Risks that cannot be accepted are not taken; for risks that are accepted, the response should they materialise is settled beforehand.

The risk management cycle

Risk map

Risk categories and responses

Principal risks by business

Crisis management and business continuity

Lines of communication and first-response procedures are established against disaster, system failure, geopolitical events and other occurrences affecting the continuity of the business.

Basic policy

The Group prevents its business from being used for money laundering, terrorist financing or the evasion of sanctions. No transaction begins before verification is complete. This principle applies without exception, whatever the size of the transaction.

Scope

This policy applies to the directors and employees of BITEX HOLDINGS LLC and of every group company. Sales partners, intermediaries and outsourced service providers are required by contract to observe an equivalent standard.

Client onboarding

Risk-based approach

Grounds on which a relationship is refused

• Where identity or beneficial ownership cannot be established.
• Where the counterparty is a sanctioned person, or an entity effectively controlled by one.
• Where no reasonable explanation of the source of funds is available.
• Where a connection to anti-social forces or their equivalent is established.
• Where no reasonable explanation of the purpose and economic rationale of the transaction is available.

Suspicious transaction reporting

Where a transaction is inconsistent with the business or the nature of the funds the client has declared, or departs markedly from ordinary patterns, it is reported through internal procedure and, where required, notified to the authorities of the relevant jurisdiction. The client is not informed that a notification has been made, nor of its content.

Retention of records

Records of client verification and of transactions are retained for the period prescribed by the law of each jurisdiction. Access is set to the minimum required by the role and operations are logged.

Exclusion of anti-social forces

The Group holds no relationship of any kind with anti-social forces. The position is verified before a relationship begins and contracts contain an organised-crime exclusion clause. Where a connection comes to light after a relationship has begun, the contract is terminated under that clause. Improper demands are refused, and where required we respond in cooperation with the police, with lawyers and with other external bodies.

Training and arrangements

Staff responsible for these matters are trained on AML / KYC procedures and on regulatory developments in each jurisdiction. Any change of procedure is communicated at the time it is made. The performance of verification procedures is within the scope of internal audit.

Our approach

The philosophy of the Group is to deliver value that creates the future and to grow together with the communities in which we operate. We treat sustainability not as social contribution set apart from the business, but as the management judgement of which fields of business to be in at all.

The Group selects its fields by reference to structural problems — the rebuilding of cities, the advance of medicine and the transformation of energy — rather than to short-term movements in the market. Addressing those problems is, in itself, what sustainability means for the Group.

Material issues

Environment

• Through the energy business, we work to remove diesel from emergency power.
• For the property we handle, we confirm what environmental certification the developer has obtained.
• In our own operations we substitute online meetings for travel between locations where that is possible, and continue to move documents to electronic form.

Society

• In overseas real estate, a field marked by a wide information gap, we pass on primary information without alteration.
• We explain transactions including their risks. We do not present an unverified projection as though it were an established fact.
• We respect the institutions and customs of each place in which we operate.
• We require counterparties and sales partners to observe standards of conduct equivalent to our own.

Governance

Policy on sustainability is determined by the Board of Directors. Implementation is reviewed at the Management Meeting and the policy is revisited where required.

Looking ahead

The measurement and disclosure of greenhouse gas emissions, and the setting of quantitative sustainability targets, are matters we intend to put in place as the scale of the business grows. Progress will be disclosed on this page.