Anti-Bribery And Corruption Policy

1 Introduction 

Deribit operates a hub and spoke model and in doing so runs the crypto derivatives exchange, Deribit FZE, out of Dubai in the UAE and the broker DRB Panama Inc, out of Panama City. Deribit provides clients with the ability to trade options and futures in selected crypto currencies, including but not limited to BTC, Ether, USDC and USDT.

One of the drivers of Deribit’s success is the trust of its users (“Clients”). Abiding by all applicable laws and regulations while preventing and managing any potential conflicts of interest, are of utmost importance to Deribit. 

Offering or receiving a Gift (in any form) may under certain circumstances constitute a crime under UAE law and may cause Deribit to breach its regulatory requirements or internal policies. Receiving a gift may also give rise to a conflict of interest where a member of Staff or representative of Deribit receives a gift or form of entertainment that constitutes an inappropriate incentive for a member of Staffor representative of the firm to act in a certain way. Deribit does not permit the offering or acceptance of Gifts or entertainment by a member of Staff unless it is reasonable, appropriate and for a legitimate purpose. In order to mitigate this risk, Deribit has developed specific rules with regard to the receipt of gifts, entertainment as well as travel arrangements paid for by third parties.

2 Purpose

The purpose of this Anti Bribery and Corruption (“Policy”) is to ensure that any offer or receipt of a gift by Deribit does not breach its legal and regulatory requirements, or adversely affects the interests of its Clients and to set the standards in respect of Anti Bribery and Corruption. 

This policy outlines specific rules for members of Staff with regard to the receipt and provision of Gifts which include all forms of monetary value such as entertainment as well as travel arrangements. Furthermore, it requires the implementation of a “Gifts & Entertainment Register”.  

Any conflict of interest which may result from Deribit giving or accepting a Gift would be dealt with in accordance with Deribit’s Conflicts of Interest Policy.

3 Scope

3.1 Who?

This Policy applies to all Deribit Staff. For the purposes of this Policy, Staff means employees and contractors of Deribit FZE, DRB Panama Inc and their group entities, as well as Deribit Senior Management and Deribit FZE’s Board Members (executive and non-executive).

Deribit Senior Management shall have overall responsibility for ensuring this Policy is up-to-date and fit-for-purpose. The Compliance Officer shall have the primary responsibility for implementing this Policy on a day-to-day basis.

3.2 What?

This Policy applies to all members of Staff and business partners and third parties where gifts, entertainment, hospitality or travel are involved.

4 Related documents

This Policy should be read in conjunction with the Deribit:

• Code of Conduct;

• Conflicts of Interest Policy; and

• Gifts & Entertainment Policy

Members of Staff can find up-to-date copies of these policies along with other policies and procedures on Confluence.

5 Definitions

Client: 

Natural or legal person who has been admitted to trade cryptocurrency derivatives on Deribit FZE (according to the rules of the Deribit Exchange Rulebook) or is a client of DRB Panama Inc.

Compliance Officer: 

The Deribit FZE employee appointed as such by the Board of Deribit FZE.

Entertainment: 

The Gift which consists in procuring entertainment, travel, invitation to events such as conferences or sporting events, or any kind of hospitality, or any similar arrangements.

Senior Management: 

The group of senior managers who oversee and control the Deribit group, including the Board of Deribit FZE and the Executive Committee of Sentillia BV, the parent entity of Deribit FZE.

Gift: 

Any grant of monetary or non-monetary value which is beneficial to its recipient. 

Staff 

Employees and contractors of Deribit FZE, DRB Panama Inc and their group entities, as well as Deribit Senior Management.

6 General principles

• Receipt of reasonable Gifts is in principle allowed (if in line with market practice). Refer to the Gifts & Entertainment Policy for further details.

• Entertainment and conferences when paid by third parties will be approved on a case-by-case basis.

• Members of Staff are not allowed to solicit Gifts or Entertainment.

• The receipt or provision of cash or cash convertible Gifts is never permitted.

• Deribit has a zero-tolerance approach towards bribery and corruption (as these are provided for under the relevant applicable laws and regulations) and business counterparties shall be notified of this zero-tolerance policy at the outset of the business relationship.

7 Procedure

7.1 Receipt of Bribes, Gifts, Entertainment and Conferences and Travel Arrangements

1. Legal Background - Overview

• It is prohibited for Deribit, including Staff and Senior Management to:

• Give, promise to give, or offer, a payment, Gift or Entertainment to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received or to reward a business advantage already given;

• Give, promise to give, or offer, a payment, Gift or hospitality to a third party to facilitate or expedite a routine procedure;

• Accept a payment, Gift or hospitality from a third party if it knows or suspects that such payment, Gift or hospitality is offered or provided with an expectation that a business advantage will be provided by Deribit in return.

• Threaten or retaliate against another member of Staff or Senior Management who has refused to commit a bribery offence or who has raised concerns of such an offence; and

• Engage in any activity that may constitute a criminal act of bribery or corruption under the relevant applicable laws or that may lead to a breach of the anti-bribery and corruption rules in the VARA Rulebook.

• It is prohibited for Deribit Staff, Deribit Senior Management or a representative of Deribit to make any payment (or promise to make any payment) to a third-party where there is any reason to believe that all or any part of such payment will go towards a bribe or facilitate any corruption. Acting as an intermediary for such payments is also a crime under UAE law, and therefore, references in this Policy to the receipt or the giving of a Gift or Entertainment also includes acting as an intermediary on such occasions.

2. Receipt of Gifts

• The occasional receipt of business Gifts of a nominal value of up to USD 400 is deemed to be acceptable without the need for pre-approval by your line manager and notification to Compliance; 

• The occasional receipt of Gifts with a nominal value of over USD 400:

• may only be accepted after approval from the responsible line manager, or, in case of the receipt of a Gift by a line manager, after approval from the CEO; and

• must be reported by email to Compliance ([e-mail]), who will register it in the ‘Gifts & Entertainment Register’. 

7.1.3 Hospitality

• The occasional receipt of Hospitality (drinks, dinner, clubbing) of a nominal value of up to USD 400 per per head is deemed to be acceptable without the need for pre-approval by your line manager and notification to Compliance; 

• The occasional receipt of Hospitality (drinks, dinner, clubbing) of a nominal value above USD 400 per head needs to be pre-approved from your line manager and reported by email to Compliance ([e-mail]), who will register it in the ‘Gifts & Entertainment Register’. 

7.1.4 Entertainment and conferences

• Invitations to sporting or artistic events (when paid for by third parties) must be approved by the responsible line manager, or, in case of receipt by a line manager, after approval from the CEO;

• Approved invitations must be reported to Compliance via ([e-mail]), who will register it in the ‘Gifts & Entertainment Register’. 

7.1.5 Travel arrangements

• Travel arrangements paid for by third parties must be approved by the responsible line manager, or, in case of receipt by a line manager, after approval from the CEO;

• Approved travel arrangements must be reported to Compliance via ([e-mail]), who will register it in the ‘Gifts & Entertainment Register’.

7.2 Provision of Bribes, Gifts, Entertainment and conferences, and travel arrangements

1. Provision of Gifts, Entertainment and travel arrangements to third parties:

• The provision of Gifts or Entertainment to a third party should be approved by a line manager, or, if the amount is substantial or may create the impression of an undue payment, after approval from the CEO;

• When considering to approve Gifts or Entertainment, the line manager or the CEO (as the case may be) will ensure that such Gift or Entertainment is appropriate and justifiable in light of Deribit’s legitimate business interests; and

• Approved Gifts to third parties must be reported to Compliance via ([e-mail]), who will register these in the ‘Gifts & Entertainment Register’;

2. Provision of Gifts, Entertainment and travel arrangements to government, semi-government or government-owned entities

• Gifts to governments (including government representatives and government bodies and authorities), (semi-)governmental organisations (such as regulators), or government-owned companies or businesses (wholly or partially), are not allowed as they could be interpreted as (an attempt of) bribery.

8 Gifts & Entertainment Register

Compliance will keep a Gifts & Entertainment Register. In this register, Compliance will document both the receipt and provision of all Gifts, all forms of Entertainment, hospitality and travel arrangements where the reporting threshold is met (refer to section 7 for details).

9 Training

The Compliance Officer shall be responsible for running regular training in respect of this Policy for all Deribit Staff and any new joiners within a reasonable time of their joining and as part of the induction programme.

The Compliance Officer will ensure that the training is provided on a regular basis and at least once every year to all Deribit Staff.

10 Record keeping

Compliance shall keep records for a period of 8 years of:

• Gifts & Entertainment Register; and

• All supporting documentation, including evidence or approval communications. 

11 Monitoring and reporting

The Compliance Officer will monitor the acceptance and provision of Gifts, hospitality, travel and entertainment. The details and frequency of the monitoring and reporting will be described in detail in the Compliance Monitoring Programme.

The result of these monitoring activities will be reported to the Board of Deribit FZE on a quarterly basis and to the Executive Committee on a monthly basis. Any deficiencies in this Policy, as raised to Deribit Senior Management, will be remediated promptly.

12 Investigations

All members of Staff or any external entities must promptly report any suspicion of bribery or corruption or breaches of this Policy to the Compliance Officer either in person, by telephone on [phone]  or by email at: ([e-mail]).

Upon receipt of a member of Staff report, the Compliance Officer must carry out an investigation and ensure that:

• An investigation file is opened, or in the case of an oral report, a written summary is prepared;

• The Compliance Officer shall inform Deribit Senior Management of the existence of the investigation;

• An independent third party is appointed to carry out an investigation into the suspected breach and prepare a written report;

• The identity of the individual subject to the investigation shall be treated with discretion in accordance with applicable UAE laws and regulations;

• Upon receipt of the final written report, the Compliance Officer shall inform Deribit Senior Management of the outcome;

• If the written report finds that offences of bribery or corruption have occurred, the Compliance Officer must immediately take all necessary remedial action and the independent third party must document the remedial action taken including immediately making a report to VARA and to the competent UAE authorities, as required under applicable laws and regulations;

• The written report shall be retained for a period of 8 years from the date of completion of the remedial action and be made available to the VARA upon request;

• Severe disciplinary action shall be taken in respect of individuals that have been found to have committed bribery or corruption or a breach of this Policy, including but not limited to immediate dismissal without notice.