Outside Directorship Policy
This Policy applies to all employees of DEA TopCo LP and its direct and indirect wholly owned subsidiaries (collectively hereinafter “Digital Edge” or the “Company“) and must be read in conjunction with the Company’s Code of Conduct.
The Company recognizes that its employees (“Nominee/s”) are often invited to join the board of directors of other companies (“Outside Directorships”). This Policy outlines the procedures that Nominees must follow before accepting these invitations.
3. PROCEDURES FOR ACCEPTING OUTSIDE DIRECTORSHIPS
a. Nominees’ Responsibilities:
Prior to accepting any Outside Directorships, the Nominees must:
(i) satisfy themselves that the entity extending the invitation (“Nominating Entity”) is one that they can trust, and in which they can work without reputational damage to themselves, or to the Company; and
(ii) obtain written pre-approval from the Approving Authority (defined in 3.2 below) before accepting the Outside Directorship.
Nominees should submit a completed Appendix A to the Legal Team to begin the pre-approval process. b. Approving Authority’s Responsibilities:
(i) All requests for Outside Directorships must be reviewed and approved by the Company’s Compensation Committee (the “Approving Authority”). If the CEO is the Nominee, the other members of the Compensation Committee (other than the CEO) may review and approve the request.
(ii) The Approving Authority must ensure that:
1. the Nominee holds no more than three (3) board seats in non-group companies;
2. Nominee holds no more than a total of six (6) combined board seats in group companies and non-group companies; and
3. the Nominee holds no more than three (3) memberships in external panels/advisory groups/ boards or committees in addition to any approved board seat. This includes educational/ professional bodies, government committees/bodies or organization, advisory or technology agencies, charities, social organizations, and associations.
c. Review for Conflicts of Interest:
The Outside Directorship should not pose any conflicts of interest. The Approving Authority must review and decline to approve Outside Directorships where there are conflicts of interest that cannot be eliminated or effectively managed, or where the Outside Directorship may negatively impact the Nominee’s ability to satisfactorily perform his/her duties at Digital Edge.
d. Adherence to the Company Code of Conduct:
The Approving Authority must confirm that the Nominee’s representation in the Outside Directorship is consistent with the Company’s Code of Conduct, in particular the clauses relating to Conflict of Interest and Concurrent Employment.
e. Additional requirements for acceptance of Outside Directorships by the CEO.
The CEO shall disclose a list of all positions held by him/her through an annual declaration to the Company’s Board of Managers. The CEO shall balance the demands of his role with any approved Outside Directorships.
4. GENERAL PRINCIPLES
Any remuneration offered to a Nominee for an Outside Directorship is subject to guidelines issued by the Company’s Global Head of Human Resources.
The Approving Authority shall be the deciding authority for requests on any exemption under this Policy. c. Periodic Assessments for Conflicts of Interest
Following acceptance of an Outside Directorship, Nominees shall periodically assess their Outside Directorship for any actual or perceived conflicts between their position at Digital Edge and the Outside Directorship. Should a conflict of interest arise, the Nominee shall immediately inform the Legal Team at firstname.lastname@example.org.
d. Outside Directorships Registry
The Human Resources Department shall maintain the Outside Directorships Registry. Nominees must notify the Legal Department as soon as they become aware of any changes to the facts provided in the approval request.
REQUEST FOR APPROVAL FOR OUTSIDE DIRECTORSHIPS
|1. Nominee’s Name:|
|2. Date of Request:|
|3. Nominee’s Title/Designation:|
|4. Name of the Nominating Entity:|
|5. Organizational profile of the Nominating Entity: a. List of Shareholders. b. List of Directors. c. Nature of business: d. Does the Nominating Entity have any financial dealings with Digital Edge? If yes, please provide details.||a. b. c. d.|
|6. Anticipated annual time commitment:|
|7. Compensation (if any) to be received by Nominee:|
Nominee hereby certifies that:
(i) The Nominating Entity’s values and principles align with the Company’s Code of Conduct; (ii) The Nominating Entity does not have an existing contractual relationship with Digital Edge;
(iii) The Nominating Entity does not have a quid pro quo expectation in the form of (but not restricted to) favors, business benefits, and employment in exchange for the Outside Directorship;
(iv) The time commitment demanded in the proffered position will not disturb or distract from my duties and responsibilities in Digital Edge;
(v) I will/will not (delete as applicable) receive remuneration from the Nominating Entity.
(vi) In the event I will be receiving remuneration, the remuneration details are set forth in the approval request form.
If my request is approved:
(i) I understand that I will be serving this Outside Directorship in my personal, and not professional, capacity. This means that under no circumstances may I hold myself out as a Digital Edge nominated representative with respect to this Outside Directorship;
a. I will pay attention to the Nominating Entity’s activities and involvement as any activity conducted by anyone affiliated with the Nominating Entity could be imputed to me;
b. I will ensure that my activities for this Outside Directorship comports with the Company’s Code of Conduct principles;
c. I will inform the Company of any potential or existing conflict of interest between the Company and the Nominating Entity; and
d. I will inform the Company of any changes to the information contained in this form.
The information contained in this Form is true and correct to the best of my knowledge. I shall notify the Legal Department in the event there are any changes to the above-mentioned information.
Nominee’s Signature Date of Signature
Approved by the Compensation Committee*:
Signature** Date of Signature * Approval requests should be sent to the Legal Team at Legal@digitaledgedc.com for processing. ** In case the applicant is the CEO, approval should be by a member of Compensation Committee other than the CEO.