1.1 This Conflict of Interest Policy establishes a comprehensive framework for identifying, disclosing, evaluating, and managing situations in which an employee's personal, financial, or familial interests may conflict with, or may reasonably appear to conflict with, the best interests of the Organization. The policy is designed to protect the Organization's integrity, preserve stakeholder trust, and ensure that all business decisions are made objectively and in the Organization's best interests. A conflict of interest does not necessarily imply wrongdoing; however, undisclosed conflicts create risk and must be managed transparently.

1.2 This policy applies to all employees, officers, directors, temporary staff, consultants, and contractors of the Organization, regardless of position, seniority, or geographic location. All covered individuals are required to disclose any actual, potential, or perceived conflicts of interest promptly upon becoming aware of the conflict, using the Organization's prescribed disclosure form. The obligation to disclose is ongoing and extends to any change in personal circumstances that may give rise to a new conflict or alter a previously disclosed conflict. Failure to disclose a known conflict of interest shall itself constitute a violation of this policy.

1.3 The Ethics and Compliance department, under the oversight of the Chief Ethics Officer or the Head of Human Resources, shall be responsible for receiving and reviewing conflict of interest disclosures, maintaining a confidential conflicts register, conducting risk assessments of disclosed conflicts, recommending appropriate management or mitigation measures, and monitoring compliance with those measures. The department shall report aggregate conflict of interest data, including the number of disclosures, categories of conflict, and management actions taken, to the executive leadership team and the Board on a semi-annual basis. Individual disclosures shall be treated as confidential and shared only with those who have a legitimate need to know.

2.1 Financial conflicts of interest arise when an employee, or a member of the employee's immediate family, holds a direct or indirect financial interest in an entity that does business with, competes with, or seeks to do business with the Organization. This includes ownership stakes, stock options, profit-sharing arrangements, loans, guarantees, or any other financial arrangement that could reasonably be expected to influence the employee's objectivity in performing their duties. Employees shall disclose any financial interest exceeding a nominal threshold defined by the Organization, and shall recuse themselves from any decision-making process involving the entity in which the interest is held.

2.2 Relational conflicts of interest arise when an employee's personal relationships intersect with their professional responsibilities in a manner that could compromise, or could reasonably appear to compromise, their objectivity or judgment. This includes situations where an employee is involved in hiring, supervising, evaluating, promoting, or making compensation decisions affecting a family member, romantic partner, close friend, or any individual with whom the employee has a significant personal relationship. Relational conflicts also arise in procurement or vendor selection processes where a personal relationship exists with a representative of a bidding or contracted entity. All such relationships must be disclosed, and the Organization shall implement appropriate management measures, which may include reassignment of decision-making authority.

2.3 Outside activities conflicts arise when an employee engages in external employment, board memberships, advisory roles, consulting engagements, or personal business ventures that compete directly or indirectly with the Organization, that utilize the Organization's resources or confidential information, or that could reasonably impair the employee's ability to fulfil their duties, exercise independent judgment, or devote adequate time and attention to their role. Employees shall obtain prior written approval from their manager and the Ethics and Compliance department before accepting any outside activity that may give rise to a conflict. Approval shall be contingent upon an assessment of the nature, time commitment, and potential impact of the outside activity on the employee's obligations to the Organization.

2.4 Gifts and entertainment conflicts arise when an employee receives or offers gifts, hospitality, entertainment, travel, or other benefits of more than nominal value from or to individuals or entities with which the Organization has, or is seeking, a business relationship. Such benefits can create a sense of obligation or reciprocity that compromises, or appears to compromise, the objectivity of business decisions. Employees shall comply with the Organization's gifts and hospitality policy, which establishes monetary thresholds, pre-approval requirements, and mandatory recording obligations. Gifts that exceed the established threshold, or that are offered in the context of an active procurement, contract negotiation, or regulatory interaction, shall be declined and reported to the Ethics and Compliance department.

3.1 Employees shall disclose any actual, potential, or perceived conflict of interest by completing the Organization's conflict of interest declaration form and submitting it to the Ethics and Compliance department within 10 business days of the conflict arising or becoming known. The declaration form shall require the employee to describe the nature of the conflict, the parties involved, the potential impact on the employee's duties, and any proposed management measures. Upon receipt, the Ethics and Compliance department shall acknowledge the disclosure within 5 business days and initiate a review to assess the risk level and determine the appropriate course of action. Employees shall not participate in any decision or activity related to the disclosed conflict until the review is complete and management measures are in place.

3.2 Following review of a disclosed conflict, the Ethics and Compliance department shall recommend one or more management measures tailored to the nature and severity of the conflict. Management measures may include recusal from specific decisions or processes, reassignment of duties or reporting lines, divestiture of financial interests within a specified timeframe, enhanced oversight or approval requirements, restriction of access to certain information, or such other measures as the department determines are necessary to eliminate or adequately mitigate the conflict. The recommended measures shall be communicated in writing to the employee and their manager, and both parties shall confirm their understanding and agreement. The Ethics and Compliance department shall monitor compliance with management measures through periodic follow-up.

3.3 All employees shall complete an annual conflict of interest certification, typically administered during the first quarter of each fiscal year, confirming that they have disclosed all known actual, potential, or perceived conflicts of interest and that they are in compliance with the requirements of this policy and any management measures previously imposed. New hires shall complete the certification within 30 calendar days of their start date. The certification process shall be administered by the Ethics and Compliance department through the Organization's compliance management system, and completion rates shall be tracked and reported to the executive leadership team. Failure to complete the annual certification within the prescribed timeframe shall be escalated through the employee's management chain and may result in restrictions on the employee's decision-making authority until the certification is completed.

4.1 Failure to disclose a known conflict of interest, providing false or misleading information in a disclosure or certification, or engaging in conduct that violates the management measures imposed under this policy shall constitute a serious policy violation subject to disciplinary action. Disciplinary measures shall be proportionate to the severity and intent of the violation and may include formal written warning, mandatory retraining, suspension of decision-making authority, recovery of any financial benefit improperly obtained, demotion, suspension from employment, or termination of employment. Where a conflict of interest violation also constitutes a breach of law, the Organization shall refer the matter to appropriate legal or regulatory authorities. All disciplinary actions shall be documented and reported to the Chief Ethics Officer.

4.2 The Organization shall protect from retaliation any employee who in good faith reports a suspected conflict of interest violation by another individual, whether a peer, subordinate, or superior. Reports may be made through any of the Organization's confidential reporting channels, including the ethics hotline and online portal. Retaliation against a reporter shall be treated as a separate and independently actionable violation of this policy, subject to disciplinary consequences up to and including termination. The Ethics and Compliance department shall monitor for potential retaliation following all conflict of interest reports and shall take immediate corrective action where retaliation is identified or suspected.

4.3 This policy shall be reviewed comprehensively at least once every 12 months by the Ethics and Compliance department in consultation with Legal Counsel, the Head of Human Resources, and the Board or its designated governance committee. Reviews shall evaluate the policy's effectiveness based on disclosure volumes, the nature and resolution of disclosed conflicts, compliance audit findings, and feedback from stakeholders. Amendments shall be approved by the Board and communicated to all personnel at least 14 calendar days before the effective date. The Organization shall benchmark its conflict of interest management practices against industry peers and regulatory expectations to ensure continued alignment with best practices.

5.1 All employees shall complete mandatory conflict of interest awareness training within 30 calendar days of hire and on an annual basis thereafter. Training shall cover the definition and types of conflicts of interest, real-world examples and case studies relevant to the Organization's industry, the disclosure process and annual certification requirements, management measures and their rationale, the consequences of non-disclosure and policy violations, and the protections available to employees who report concerns in good faith. The Ethics and Compliance department shall track training completion rates and incorporate conflict of interest scenarios into the Organization's broader ethics training program. Employees in roles with heightened conflict of interest risk, such as procurement, finance, and senior management, shall receive additional targeted training.