Conflicts of Interest Policy
1 Purpose & Scope
This policy establishes the standards of conduct required to identify, disclose, and manage actual, potential, or perceived conflicts of interest within Aevum Zenth Conglomerate. It applies to all personnel, including full-time, part-time, temporary, contract workers, directors, and executive officers.
The purpose is to ensure that business decisions are made in the best interest of the Company, its shareholders, and its stakeholders, free from undue personal influence or compromised judgment.
2 Definition of Conflict of Interest
A conflict of interest occurs when an individual's personal interests, relationships, or external activities could improperly influence, or appear to influence, their professional judgment, duties, or responsibilities to Aevum Zenth.
Conflicts may be actual (currently affecting duties), potential (likely to arise in the future), or perceived (creating an appearance of impropriety regardless of intent).
3 Policy Statement
Aevum Zenth maintains a zero-tolerance stance toward undisclosed or unmanaged conflicts of interest. All personnel must:
- Avoid situations where personal gain conflicts with Company interests.
- Disclose any actual or potential conflict promptly through official channels.
- Recurse from decision-making processes where a conflict exists.
- Comply with all mitigation measures approved by the Conflict of Interest Review Committee.
4 Common Scenarios & Examples
| Category | Example Scenario | Required Action |
|---|---|---|
| Financial Holdings | Owning >1% equity in a competitor, supplier, or vendor under review | Annual disclosure + divestment or recusal |
| Outside Employment | Moonlighting for a company that bids against Aevum Zenth divisions | Prior written approval required; ongoing reporting |
| Family Relationships | Spouse or dependent employed by a key third-party partner | Disclosure + management review + firewall assignment |
| Gifts & Hospitality | Receiving >$250 in value from vendors, clients, or government officials | Mandatory reporting; prohibition if exceeding thresholds |
| Post-Employment | Job offers from counterparties recently engaged by the employee | 60-day cooling-off period + legal review |
5 Disclosure & Approval Process
All disclosures must be submitted through the Aevum Zenth Compliance Portal or directly to the Ethics Hotline. The review process follows these steps:
- Submission: Complete the Conflict of Interest Disclosure Form detailing nature, parties involved, and potential impact.
- Initial Review: Compliance Office assesses materiality within 5 business days.
- Committee Evaluation: The COI Review Committee (Legal, HR, Audit, Division Head) determines risk level.
- Resolution: Approval with conditions, mitigation plan, or prohibition of the activity.
- Documentation: Decision logged in the central compliance registry; annual re-certification required.
6 Prohibited Conduct
The following activities are strictly prohibited unless explicitly authorized in writing by the Compliance Office and the Board Audit Committee:
- Self-dealing or using Company assets for personal benefit
- Accepting undisclosed financial incentives, kickbacks, or referral fees
- Nepotism in hiring, promotion, or procurement decisions
- Participating in board or committee votes where personal interest exists
- Retaining confidential information or intellectual property from prior employers or clients
- Engaging in moonlighting that competes with, duplicates, or harms Aevum Zenth operations
7 Reporting & Whistleblower Protections
Employees who suspect a conflict of interest involving themselves or others must report it immediately. Aevum Zenth maintains strict anti-retaliation protections for good-faith reporters.
Reporting Channels:
- Compliance Portal:
compliance.aevumzenth.internal/coi-report - 24/7 Ethics Hotline:
+1-800-ZENTH-ETHICS - Email:
ethics@aevumzenth.com - Direct supervisor or HR Business Partner (if conflict does not involve them)
8 Enforcement & Remedies
Violations of this policy will be investigated thoroughly and impartially. Remedies may include, but are not limited to:
- Mandatory recusal from specific projects or committees
- Restructuring of reporting lines or duties
- Divestment of conflicting financial interests
- Disciplinary action (written warning, suspension, demotion, termination)
- Recovery of unauthorized compensation or benefits
- Referral to law enforcement for fraudulent or criminal conduct
The Board of Directors reserves the right to amend, interpret, or enforce this policy as necessary to protect the integrity of Aevum Zenth Conglomerate.
9 Contact & Compliance Office
For questions, disclosures, or policy clarifications, contact:
Office of Corporate Compliance
Aevum Zenth Conglomerate
Zenth Tower, Level 42, Neo Geneva
Email: compliance@aevumzenth.com
Phone: +41-22-XXX-XXXX
This document is controlled. Printed copies are uncontrolled. Verify current version at governance.aevumzenth.com/policies