Identification of COI Circumstances and Situations
A COI arises when a Director or Key Senior Management’s duties are compromised by personal interests. Key COI scenarios include:
- Equity Ownership: Directors or Key Senior Management owning shares in private companies with business ties to the Group must comply with the Policy. This excludes shares in public companies unless the holding is substantial.
- Interest in Entities: Any financial or other interest influencing the Group’s dealings with individuals or entities.
- Directorships in Common: Holding multiple directorships may lead to sharing confidential information between companies.
- Personal Use of Assets: Unauthorized use of the Group’s assets or resources without prior approval.
- Personal Gain: Using the Group’s property, information, or position for personal gain or competing with the Group for business opportunities.
“Family Member” includes a spouse, parent, child (including adopted and stepchild), sibling, and the spouse of a Director’s or Key Senior Management’s child or sibling.
Disclosure Requirements and Procedures
- Semi-Annual Declarations: Directors and Key Senior Management must complete semi-annual COI self-declarations, coordinated by the Company Secretary, and summarized for review by the Audit Committee (AC).
- Immediate Disclosure: Any COI situations must be declared immediately to the Company Secretary and HR & Admin Group (HRAG).
- Assessment Process: The Company Secretary and HRAG will communicate COI matters to the IAD, and the AC will deliberate on these before reporting to the Board.
- Self-Declaration Procedures: Conflicted Personnel must declare their interest during Board meetings, receive Board materials unless decided otherwise, abstain from discussions and voting on COI matters, and may fulfill quorum requirements without participating.
- Board Identification: If COI is anticipated, it will be forwarded to the Chairman for assessment. The Conflicted Director will not receive materials, participate in discussions, or vote on the matter.
General Responsibilities of Directors and Key Senior Management
Directors and Key Senior Management must:
- Disclose: Any actual, perceived, or potential COI, including financial and non-financial interests.
- Fiduciary Duty: Act in the Group’s best interests over personal interests.
- Compliance: Adhere to this Policy and related guidelines.
- Transparency: Avoid COI situations, declare COI promptly, abstain from decision-making processes, and refrain from influencing decisions.
- Ethical Conduct: Act with honesty, transparency, and integrity, using sound judgment and discretion.
This policy ensures that potential conflicts are identified, disclosed, and managed effectively to uphold the integrity and impartiality of the Group’s decision-making processes.
