1. PURPOSE & SCOPE
This Policy of IAMEX S.A. concerns the integrity of the Company and the protection of its interests regarding the recognition, management and monitoring of cases of conflict of interest that may arise in the context of its activity and applies to all members of the Board of Directors, all staff and close relatives of these.
2. AUTHORITIES
2.1. General Manager
2.2 YSDD
3. DESCRIPTION
IAMEX SA through this Policy aims to provide directions and guidance to the members of the Management, as well as to all the employees and executives of the Company, who influence its activities in order to ensure that the business decisions are not influenced by personal interests. This Policy defines the concept of conflict of interest and its categories, encourages the confidential reporting of any incident or reasonable suspicion, through the available communication channels provided by the Company and promotes the awareness and vigilance of employees and partners to identify actions related to situations of conflict of interest. IAMEX and all its employees must fully comply with a) the applicable legal-regulatory framework for situations of conflict of interest and b) the Company's internal policies and procedures.
4. DEFINITION OF "CONFLICT OF INTEREST"
"Conflict of interest" means the conflict between the Company's interests and the private interests of the persons managing the company's affairs and any of their private interests that could unfairly influence the exercise of their duties and obligations, vis-à-vis the interests of the company.
More specifically, "Conflict of interest" means any situation, in which a set of circumstances creates the risk that professional/managerial judgments or actions, concerning a primary interest such as the duty of loyalty to the interests of the Company, are impermissibly influenced by a secondary interest or duty. It includes any situation, professional or personal, which could possibly unfairly affect a person's ability to assess a situation, or make a decision independently and impartially and which has the possible effect of harming the interests of the Company.
Categories of Conflict of Interest:
• Real Conflict of Interest: conflict between professional duties and private interests, in the context of which the employee has private interests that could unfairly influence the exercise of his professional duties and duties. • Apparent Conflict of Interest: the case where it is assumed that an employee's private interests could unfairly influence the exercise of of his duties, but this is not actually the case.• Potential Conflict of Interest: the case where an employee has private interests such that it would cause a conflict of interest if the employee were to undertake relevant (ie conflicting) professional duties in the future
5. MANAGEMENT OF CONFLICT OF INTEREST
IAMEX SA has established a conflict of interest management framework that defines the necessary procedures for taking preventive measures as well as measures to deal with incidents of conflict of interest, so that all employees, as well as those acting on behalf and on behalf of the Company, put the Company's interest above those their private interests.
In particular, the conflict of interest management framework:
• Identifies the cases, which according to the above either: a) have led to a real conflict of interest, b) can be considered to have an apparent conflict of interest, c) may lead to a conflict of interest.• Adopts appropriate mechanisms to effectively manage situations of such nature, with a view to transparency in order to ensure the integrity of the Company's reputation and the functional and operational continuity of its activity.• Receives measures suitable for the prevention or effective management of the conflict which it reviews and adjusts if necessary. D.E. Personnel (E.33-4), control of personal information e.g. Criminal Record, etc. • Keeps a record of Responsible Statements of critical executives for the absence or disclosure of conflict of interest situations. (E.33-6 I.D. on Conflict of Interest)• Imposes sanctions on the persons involved and takes the necessary steps to repair any damage caused due to the conflict of interest. In the event that the documented situation of conflict of interest is considered material, it takes the appropriate actions to terminate and replace the person involved.
6. STATEMENT OF CONFLICT OF INTEREST
All Board Members and Managerial/Critical Executives must confirm the absence of a conflict of interest situation or, otherwise, notify the Company of any situation in which there is an actual, apparent or potential conflict of interest as soon as it arises. In particular, they should submit a printed, signed declaration of absence or disclosure of conflict of interest through the Form (E. 33-6) Responsible Declaration of Conflict of Interest. By submitting the above Declaration Form and in all cases where there is a conflict of interest, depending on the nature and criticality of the conflict, Regulatory Compliance collects further information and, as the case may be, conducts a discussion with the person involved for clarification of the situation. In the event of a conflict of interest, the following shall be notified to the Regulatory Compliance Officer:
• Existing situations of conflict of interest • Any relationship or financial interest that exists with persons or companies with which IAMEX cooperates and could lead to a conflict of interest • Other situations that may cause a conflict of interest, indicatively:- any situation where a close relative of an employee, supplier or related third party works or provides services or has a significant financial interest in a competitor, supplier, customer or other businesses with which the Company has significant transactions.-all cases where any business or professional activities, agreements or collaborations may lead to conflicts between the interests of employees, suppliers and/or related third parties, and the interests of the Company
Furthermore, in collaboration with the Personnel Department and the assistance of the Legal Service, it is assessed whether the situation of conflict of interest in question is material as well as the possibility of influence on the Company's activity.
In addition, it is determined whether the Company must take one of the following actions:
• to take no action, • to further investigate the situation and propose measures to be taken, or • to take no further action while at the same time exploring alternative approaches in order to avoid a conflict of interest.
In any case, the Company ensures that the final decision is based on transparent and unbiased evidence.
7. OBLIGATIONS OF BOARD OF DIRECTORS - DIRECTORS - STAFF
Members of the Board of Directors
The Members of the Board of Directors and the persons to whom powers have been delegated by the Board of Directors are obliged to:
A) take into account the interests of the Company when making decisions, B) refrain from any action, which may be detrimental to the Company, C) develop/promote the culture that focuses on the importance of ethical treatment of Customers and independence regarding the handling of Conflict of Interest cases,D) comply with the Company's PoliciesE) do not pursue their own interests if they conflict with the Company's interests,
F) promptly and adequately notify the Company and the other Members of the Board of Directors of any conflict of interest that may arise during the exercise of their duties, as well as any other Conflict of Interest they may have with the interests of the Company or an affiliated companyG) notify the Company, with a special declaration to the Board of Directors, every six months of their holdings of more than 20% in other companies. H) notify the Company, with a special declaration to the Board of Directors, on an annual basis of its other professional and business activities.
Senior Managers
The Senior Managers are required to:
A) take into account the interests of the Company when making decisions, B) refrain from any action, which may be detrimental to the Company C) develop a culture that focuses on the importance of ethical treatment of Customers and independence in handling situations of Conflict of Interest, D) comply with the Company's Policies and avoid situations that lead to Conflict of Interest situations, due to conflicting personal or family interests or participation in a activity, E) avoid their participation in activities that place them in a supervisory, dependent or controlling relationship with other closely related persons or third parties. F) work exclusively for the Company throughout the duration of their employment contract. They may not be employed by a third employer, regardless of whether their employment is accompanied by remuneration or not, unless they have been duly authorized in advance. G) not to engage in business activity on their own account, and/or not to participate in the management of companies or the Boards of Directors of companies unless they have received prior relevant permission.
Staff
Personnel must report any information to identify Conflicts of Interest on an ongoing basis and must at least :A) comply with this Policy, the rules and other applicable policies and procedures related to the identification, documentation and management of Conflicts of Interest, B) has the necessary knowledge to carry out his duties with diligence, honesty and independence,
C) avoids, wherever possible, situations that lead to cases of Conflict of Interest, due to conflicting personal or family financial interests or participation in an activity
The Compliance Officer is responsible for maintaining and updating a file, on a regular basis, both of the Declarations and of all reports of identified cases of Conflict of Interest. It also provides any clarifications on this Policy and recommends its updating.
8. FILES
Records of the above forms are kept by YSDD for 5 years.
Related Documents: E. 33-2 Critical ResponsibilitiesE. 33-4 Questionnaire D.E. for PersonalE. 33-6 Responsible Conflict of Interest Statement
9. HISTORY OF THE DOCUMENT
Ed. Date Description of Change Version From1 15/07/2024 Initial Version YSDD