Conflict of Interest Policy
DEA Top Co LP, and its wholly owned direct and indirect subsidiaries (collectively, “Digital Edge” or “Company”) is committed to conducting business in a manner that ensures business judgment and decision making are not influenced by undue personal interests. When personal interests either influence, have the potential to influence, or are perceived to influence a person’s decision making at Digital Edge, a conflict
of-interest situation has occurred.
In accordance Article 2 of our Code of Conduct, we seek to avoid conflicts of interest but, where they occur, we manage them by making appropriate reports to our management and abiding by the recommended mitigation measures to help resolve or manage the conflict of interest.
This Conflicts of Interest Policy (the “Policy”) is mandatory and applies to all employees of the Company (“Employees”). Employees who are directors on a board of a joint venture company should encourage the joint venture to adopt this Policy as a model or use a similar policy which meets similar standards.
The purpose of this Policy is to enable Employees to easily identify, prevent (when possible) or manage identified conflict of interest. This Policy sets a minimum standard that must be followed. Where local laws, regulations or rules impose a higher standard, that higher standard must be followed. Breaches of this Policy (e.g., failure to disclose a conflict of interest or failure to implement recommended mitigation procedures) are not acceptable and may result in disciplinary action up to and including dismissal of your employment with Digital Edge.
4. HANDLING CONFLICT OF INTEREST
The first step in being able to protect the Company and yourself from being adversely affected by a conflict of interest, is to understand what a conflict of interest is. In its most basic sense, a conflict of interest exists if any relationship, influence, or activity impairs your ability to:
✔ make fair and objective decisions when performing your job; or
✔ act in the best interests of Digital Edge.
Please be aware that this definition is construed broadly to include all actual, potential, and perceived conflicts of interest. That means, when considering whether a conflict of interest exists, an Employee should not solely rely on their actual state of mind (i.e., whether you believe you are being influenced), but also on whether others may reasonably believe you could have been influenced by the conflict of interest. This is important as even though you know you were not influenced by a particular conflict of interest, both you and the Company could suffer significant reputational damage if others reasonably believed your actions were influenced for a personal direct or indirect benefit.
A conflict of interest can also be either inherent (i.e., unavoidable and persists indefinitely) or situational (i.e., occurs unexpectedly, usually in relation to a single event (such as a transaction or the selection of service provider) and can usually be managed with a one-off measure).
A list of some potential conflict of interest is set forth in Schedule 1.
b. Preventing conflict of interest
Employees should proactively seek to prevent all conflict of interests in the performance of their day-to-day activities on behalf of the Company. In preventing a conflict of interest, Employees must:
✔ Act with integrity and exercise good judgement and discretion in their assigned duties.
✔ Act with the requisite degree of independence and objectivity when discharging their duties on behalf of the Company.
Since some conflict of interests represent an especially high risk to the reputation or business interests of the Company and the Employee, every effort should be made to avoid them altogether. With that said, however, Digital Edge recognizes that avoiding a conflict of interest may not always be possible or practical. In those instances, the required action for an Employee who does not or cannot avoid a conflict of interest is to disclose it and to manage it in accordance with this Policy.
c. Managing Conflicts of Interest
As mentioned above, a conflict of interest can arise in any business setting, irrespective of the size or nature of the business – and the mere fact that a conflict exists does not necessarily mean someone has done something wrong. It is, however, important to deal with the conflict of interest transparently to prevent legal problems and to avoid accusations of biased decision-making.
If you are unable to avoid a conflict of interest, you must “abstain and disclose”. If it is not possible to avoid participating in the event or activity creating the conflict, you are required to (1) promptly disclose the potential conflict to your manager and contact the Legal Department and (2) avoid participating in decisions that might raise the appearance of a conflict until you receive appropriate guidance from the Company.
When presented with an actual or perceived conflict of interest, Employees and managers have dual responsibilities under this Policy. In general, these are as follows:
i. Employees must:
1. Promptly report the situation giving rise to the conflict of interest to their manager (either verbally or in writing) as soon as possible.
2. Take immediate steps to remove or mitigate the conflict of interest.
3. Complete a COI Report1 and submit it to Legal Department.
4. And carry out any remediation activities recommended by the Company. An Employee’s failure to follow the recommended remediation activities may result in disciplinary action, up to an including termination of their employment relationship with Digital Edge.
ii. Managers must:
1. Assess any potential conflict of interest that are reported to them, or that they become aware of, and determine if a conflict of interest does in fact exist. In doing so, managers must: • Consult with the Company’s Legal Department.
• Treat the information disclosed to them with appropriate confidentiality.
• Fairly evaluate, without bias, the situation, including the risks to the business interests and reputation of Digital Edge.
• In cases where the proposed activity presents no conflict of interest as determined in consultation with the Legal Department, the Manager shall inform the Employee accordingly, in writing if requested by the Employee.
2. In the event it is determined a conflict of interest does exist, work with the Company’s Legal Department to determine the best course of action to resolve, manage, or terminate the conflict of interest. In this regard, the Legal Department shall issue a written conflict of interest determination to the Employee setting forth any such restrictions (if the potential conflict can be eliminated or mitigated) or prohibitions of engaging in the activity giving rise to the conflict of interest. A copy of this determination will be sent to the HR Department as well as to the Employee’s manager.
3. Review on an on-going basis any reported conflict of interest, to ensure it is being managed in accordance with the remediation activities mandated by the Company in accordance with the conflicts of interest determination.
Once a written determination has been made by the Company, it continues in effect until it is reversed, modified, or withdrawn. If circumstances change, such as the Employee moves to a different assignment within the Company, it is the Employee’s responsibility to inform their new manager of the determination. Upon review, the previous decision may be reversed, modified, or withdrawn.
An Employee may appeal the determination, which shall be reviewed by either the CFO and/or CEO. Any decision by the CFO and/or CEO shall be deemed final and non-appealable.
Many conflicts of interest situations can be addressed in a simple and mutually acceptable manner; pro active, open dialogue between Employees and their managers is essential to support this outcome.
Where to find out more information:
John R. Freeman Chief Legal and Compliance Officer Email: email@example.com
Legal Department: Legal@digitaledgedc.com
Digital Edge Ethics Hotline: Whistleblower@Digitaledgedc.com
1 COI Report templates are available from the Legal Department. Please contact Legal Department for a copy of the latest approved COI Report template.
Conflict of Interest Guidance
The following examples illustrate the application of the Policy in various contexts. While the examples are meant to provide guidance, they cannot cover every possible situation that may arise. It is your responsibility to read, understand and apply the Policy correctly, and to seek further guidance if you need it. If there is a conflict between this Guidance and the Policy, then the Policy will apply.
You have a duty to fulfil the responsibilities of your role in Digital Edge, and additional employment outside the Company may compromise your ability to do so and be in breach of your contract of employment. You must discuss with your manager any work you undertake, whether paid or unpaid, which is in addition to your employment with Digital Edge that may cause a conflict of interest.
You must not work for, or provide any services to, a competitor or potential competitor, customer of Digital Edge or supplier to Digital Edge. You must not foster any relationship with any supplier, customer, competitor, or other business partner of Digital Edge that compromises your ability to conduct business in the best interests of the Company in an objective manner.
Ownership and financial interests
You must not influence the Company’s decision to place external business with a company or other entity that is owned or controlled by you, your partner or any of your family members, or with a company in which you or your family members, own or control more than 1% economic interest in, or such lower level of economic interest that might influence or appear to influence your judgement.
Digital Edge may place external business with such a company or other entity only if you have not influenced the Company’s decision to place business there and have completed a COI Report.
You are responsible for the proper use of Company assets. On some occasions it may be appropriate to use Digital Edge assets for non-Company business, for example to support a charitable or educational activity. Any such proposed use must be discussed with and approved by your Line Manager. Digital Edge assets must never be used for personal gain or benefit or any political activity.
External company director
If you are the company director of another entity external to Digital Edge, you are required to declare it to your Manager and in accordance with the Company’s Outside Directorship Policy. Such a directorship is not permissible if it is with a company which may be considered, in good faith, a competitor of Digital Edge.
Digital Edge joint ventures and subsidiaries
Any Digital Edge employee who serves on the board of a Digital Edge joint venture company is acting as a director of, and has a responsibility to, that joint venture. Employees must be aware of the possibility of conflict of interest between their responsibilities as a director of a joint venture, their role as an employee and the interests of Digital Edge as a shareholder in the joint venture. Please refer any conflict of interest in relation to these roles to the Company’s Legal Department.