1. Identification of COI Circumstances and Situations
A Conflict of Interest (“COI”) arises when a Director or Key Senior Management (collectively referred to as “Senior Leadership”) has personal, family, financial, business or other interests that compromise, or could reasonably be perceived to compromise, their ability to discharge their duties objectively, independently and in the best interests of the Group.
COI situations may include, but are not limited to, the following:
- Financial or Business Interests: Direct or indirect financial interests, including interests held through Family Members, that may influence business decisions. Equity ownership or voting rights of 5% or more in entities dealing with or competing with the Group are regarded as material interests under the Policy.
- Business Relationships and External Appointments: Interests in business arrangements, external directorships, employment, consultancy or other engagements that may give rise to actual, potential or perceived COI. Common directorships within the Group do not, in themselves, constitute a COI, but any competing interests must be appropriately disclosed and managed.
- Family and External Relationships: Family connections or involvement in external activities, including political, charitable or community engagements, that may compromise impartiality or independence in decision-making.
- Misuse of Position, Information or Assets: Unauthorised use of the Group’s assets, resources, confidential information or position for personal benefit or the benefit of others.
- Personal Gain and Competing Interests: Exploitation of corporate opportunities or engagement in activities that compete with or prejudice the Group’s business interests.
“Family Member” includes a spouse, parent, child (including adopted child and stepchild), sibling, and the spouse of a Senior Leader’s child or sibling.
2. Disclosure Requirements and Procedures
- Semi-Annual Declarations: Senior Leadership must complete semi-annual COI self-declarations, coordinated by the Company Secretary, for review by the Audit Committee (“AC”) and reporting to the Board.
- Immediate Disclosure: Any actual, potential or perceived COI must be promptly disclosed upon identification. Directors shall notify the Company Secretary, while Key Senior Management shall notify their respective Division Head and the Group Head of Human Resources & Administration Division (“HRAD”).
- External Appointment Declaration: Senior Leadership must submit an acceptance declaration for external appointments or engagements to facilitate COI assessment and implementation of appropriate mitigation measures, where necessary.
- Assessment and Oversight: COI declarations are subject to assessment and review through the established governance process, involving the Internal Audit Department (“IAD”), AC and Board, where applicable.
- Management of Conflicted Matters: Conflicted Senior Leadership must declare their interests and refrain from participating in discussions or voting on matters involving their COI, subject to applicable laws and the Policy. Appropriate safeguards, including restrictions on access to relevant information, may be imposed where necessary.
- Documentation and Record-Keeping: COI declarations, assessments and related decisions shall be properly documented and securely maintained in accordance with the Policy.
3. General Responsibilities of Directors and Key Senior Management
Senior Leadership is responsible for identifying, disclosing and appropriately managing COI situations and shall uphold the following principles:
- Disclosure: Promptly disclose any actual, potential or perceived COI, whether financial or non-financial, direct or indirect.
- Fiduciary Duty: Act in the best interests of the Group and its shareholders, placing the Group’s interests above personal interests.
- Compliance: Comply with the COI Policy, applicable laws, regulatory requirements and relevant internal guidelines.
- Transparency and Accountability: Avoid situations that may give rise to COI, abstain from conflicted decision-making and refrain from improperly influencing related decisions.
- Ethical Conduct: Demonstrate honesty, integrity, objectivity and sound judgment in discharging their responsibilities.
The Group is committed to maintaining effective governance practices through the timely identification, disclosure, assessment and management of COI, thereby safeguarding the integrity, transparency and independence of its decision-making processes.
