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This document is a translation from the Spanish. In the event of any discrepancy between the two versions, the Spanish version shall prevail.
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GLOBAL CONFLICT OF INTEREST POLICY
Owner: Anna Diaz, Chief Compliance Officer
Reviewers: Eva Argilés, General Counsel
Jose Delfín Perez, Senior Vice President Human Resources
Approver: CSR Committee
Date: May 3rd 2018
Version: 1.0
Language: English
Scope: Global
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Table of contents
GLOBAL CONFLICT OF INTEREST POLICY .............................................................................. 1
1. Aims and objectives................................................................................................................ 3
2. Scope and responsibility ......................................................................................................... 3
3. Compliance with local and sector legislation ............................................................................. 3
4. Definitions ............................................................................................................................. 4
5. Identification, communication and management of conflicts of interest...................................... 5
6. Conflict of interest scenarios ................................................................................................... 8
7. Roles and responsibilities ...................................................................................................... 10
8. Concluding provisions ........................................................................................................... 12
9. Failure to comply.................................................................................................................. 12
10. Related documents ............................................................................................................... 13
11. Version control ..................................................................................................................... 13
12. Annexes .............................................................................................................................. 13
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1. Aims and objectives
In the course of their professional duties, Group Professionals may from time to time find themselves
in situations in which there is a potential conflict between their personal interests and the interests of
the Group. Such a situation may affect their ability to show loyalty towards Applus+ and act in the
Group’s best interests.
As such, it is important for Applus+ Professionals to be able to identify those situations in which their
personal interests influence (or may influence) the decisions that they take in their Applus+ roles. This
will help them to avoid such conflicts of interest or, where necessary, to manage them appropriately in
accordance with this policy.
This policy draws together the relevant principles and rules in order to help Applus+ Professionals to
identify, prevent and/or manage conflicts of interest.
2. Scope and responsibility
This policy applies to all Applus+ Group companies, as well as to all of their respective Professionals,
whether or not these individuals are based in Spain. As an exception to the above, the Regulations of
the Board of Directors applies to the members of APPLUS SERVICES, S.A. Board of Directors, in this
respect.
The principles set out in the present document shall be enforced by the Group’s entire management
team, at both corporate and divisional level. Any exception to the rules and principles outlined herein is
subject to the explicit approval of the Chief Compliance Officer (CCO).
In the event of any discrepancy with or query regarding this policy, support and guidance shall be
provided by the CCO. This notwithstanding, the CSR Committee is ultimately responsible for the
interpretation of this document.
3. Compliance with local and sector legislation
All applicable regulations and legislation shall be observed in any area covered by the present policy, in
accordance with the particular geography and sector of the activity in question.
In the event of a discrepancy between the aforementioned regulations and the content of this document,
the former shall prevail.
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4. Definitions
Applus+ or Group: Applus Services, S.A. and all of its subsidiaries and affiliated
companies, including joint ventures with other business
partners within which Applus+ plays a leading role.
CCO: The Group’s Chief Compliance Officer.
CSR Committee: The Applus+ Corporate Social Responsibility Committee,
which is appointed by the Board of Directors of Applus
Services, S.A.
EVP: The Executive Vice-President of the Division in question.
In a corporate management (not divisional) context, a
reference in this policy to the Division EVP should be taken to
refer to the relevant corporate vice-president (corporate VP).
Public Officials or
Equivalent:
All persons occupying, or having occupied during the last 12
months, any of the following positions:
officials and/or employees of a public administration
at any level, irrespective of decision-making power or
seniority
officials and/or employees of a public or publically
controlled undertaking, including – but not limited to
– state-owned companies
officials and/or employees of a public international
organisation (such as the World Bank, the United
Nations or their specialised bodies)
representatives or persons carrying out official
functions on behalf of a public administration, public
or publically controlled undertaking or public
international organisation
leaders of political parties and candidates standing for
public or political office
Related Persons: These are defined as follows:
the Professional’s spouse or domestic partner
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the Professional’s parents, children, siblings and
dependants
equivalent members of the Professional’s spouse’s
family
any other people with whom the Professional cohabits
or maintains personal relationships that are
substantively equivalent to those described above
Professionals: All persons rendering their services to Applus+, regardless of
the nature of the contractual relationship. This includes
Applus+ employees, freelance contractors, directors,
managers and officers, as well as individuals employed by
companies contracted to work with Applus+ on an ongoing
basis (implants). Internships professionals are excluded.
5. Identification, communication and management of conflicts
of interest
5.a. Identifying a conflict of interest
According to the Code of Ethics, “A conflict of interest arises when the personal interest of an
Applus+ Professional is or can be, directly or indirectly, in contradiction with the interest of the
Group. The risk to be avoided is that the personal interest that a Professional may have in a given
scenario affects its decision making on behalf of Applus+, which should always pursue the best
interest of the Group. Therefore, within the framework of the professional relationship with
Applus+, Professionals with decision-making capacity or influence over decision-making should
put the interests of the Group before their personal interests.”
At Applus+ we treat direct and indirect conflicts of interest equally. The latter arise when the
conflict of interest directly involves a Related Person and, therefore, only indirectly involves the
Professional in question. For example, a given Professional could find himself faced with an
indirect conflict of interest where a Related Person has a significant shareholding in a supplier or
client company.
In order to comply with the terms of the present policy, it is first necessary to be able to recognise
a conflict of interest, whether real, potential or perceived. The following is a non-exhaustive list
of examples of typical situations that would constitute conflicts of interest:
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Personal relationships in the workplace: When an Applus+ Professional has decision-making
capacity over the appointment or working conditions of a Related Person in respect of that
Professional (see section 6b of this policy)
Personal or financial links to suppliers: When an Applus+ Professional with decision-making
capacity (or influence over decision-making) in the contracting of a supplier:
(a) is a Related Person in respect of either the contracted supplier or one of the supplier’s
Professionals working with the Group
(b) has (either directly or via a Related Person) financial interests in the supplier company
(except in the case of shareholdings of less than 5%)
Competing activities: When an Applus+ Professional (or Related Person) is actively linked (for
example, as an employee, officer, consultant, etc.), either directly or indirectly, to a
competitor of the Applus+ division for which the Professional works – or, in the case of a
corporate Professional, a competitor of any Group division
Personal or financial links to Applus+ clients: When an Applus+ Professional who is involved
in any way and at any stage (from the initial quote through to the final invoice) with the
provision of services to a client:
(a) is a Related Person in respect of either that client or one of the client’s Professionals
working with the Group
(b) has (either directly or via a Related Person) financial interests in the client company to
which Applus+ is providing services (except in the case of shareholdings of less than 5%)
(c) provides services to the client company outside the framework of the Professional’s
contractual relationship with Applus+
Gaining of personal opportunities: When an Applus+ Professional (or Related Person) takes
advantage of their Applus+ position to garner opportunities of either a commercial or a
personal nature for the benefit of said Professional or a third party
Gifts and other benefits: When an Applus+ Professional accepts a gift, payment, discount,
invitation or other benefit from a commercial associate of Applus+. In such cases, as in
others, the terms of the Applus+ Global Anti-Corruption Policy and Procedure apply
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5.b. Duty to avoid or highlight a conflict of interest
* Sections 5b and 5c, below, do not apply to those conflicts of interest that are
specifically regulated for under section 6 of this policy.
Professionals have a duty of loyalty towards Applus+. Therefore, as a general rule, they must
avoid finding themselves in situations in which they are faced with a conflict of interest (for
example, any Professional may hand over to another Professional the capacity to take decisions
related to a client or supplier to which he is related). This involves taking the requisite
precautionary measures and appropriate decisions to prevent a conflict of interest from arising.
However, it is not always possible to avoid a conflict of interest. There may even be situations in
which the conflict of interest is inevitable to promote the interests of the Group. In those cases
in which it is not possible or practical to avoid a conflict of interest, the Professional has a duty
to inform his line manager.
Transparency and prompt communication of the existence of a potential conflict of interest are
vital in order to preserve the integrity and reputation of both Applus+ and its Professionals.
As soon as a conflict of interest (whether real, potential or perceived) has been identified, the
Professional should inform his line manager so that they can work together to assess the situation.
The Professional shall subsequently email his line manager with full details of the conflict of
interest that has arisen and any measures that have been agreed to deal with it. If there is any
doubt regarding the existence of a conflict of interest or how said conflict of interest might be
managed, the Professional should consult his line manager who may, in turn, turn to the CCO for
guidance.
Professionals joining Applus+ are obliged to raise, during the recruitment process, any and all
conflicts of interest that, to the best of their knowledge, may exist.
5.c. Role of the line manager
In most cases, conflicts of interest can be dealt with simply and in a manner that is acceptable
to both parties. This does, however, require a proactive approach and open dialogue between
Professionals and their line managers.
As soon as a Professional has communicated the existence of a conflict of interest, the line
manager shall:
a) treat the information provided by the Professional impartially and in the strictest
confidence
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b) carry out a fair assessment of the situation surrounding the reported conflict of interest,
including any potential risk to the commercial interests and/or reputation of Applus+
c) seek guidance from the CCO if this is deemed necessary or helpful
d) decide on a course of action that minimises any risk to Applus+ at the same time as
protecting, as far as possible, the personal interests of the Professional concerned
e) communicate this decision and its rationale to the Professional and carry out appropriate
follow-up to ensure the Professional both understands the decision and abides by it
Twice-yearly, in January and July, all line managers who have received reports of conflicts of
interest shall inform the CCO of the individual communications received, together with a summary
of the assessments carried out and decisions taken. This information should be anonymised – in
other words, provided without identifying the Professional in question – unless this information
is expressly required by the CCO. (See “Annex 1” for the format that this twice-yearly
communication should take.)
6. Conflict of interest scenarios
While, as outlined in section 5a of this policy, the situations giving rise to conflicts of interest are many
and varied, the following three scenarios arise quite frequently.
6.a. Incompatibilities
Most of the services provided by Applus+ (inspection, testing, certification, type approval, etc.)
require both Applus+ and its Professionals to act with complete independence and impartiality.
This duty is often explicitly imposed by the sector legislation in force. However, notwithstanding
our legal obligations, it is clear that the reputation and good name of Applus+ within our markets
depend on our ability to carry out our work impartially.
To ensure such impartiality, in addition to the present policy, Applus+ has a series of detailed
internal procedures that apply across the Group, in accordance with the particular services being
provided, and to which all Professionals must adhere.
Beyond guaranteeing the independence and impartiality of Group Professionals, this set of internal
procedures aims to ensure that Group companies providing services that need, by their very nature,
to be independent and impartial remain independent of other Group companies whose interests
and objectives could influence the required independence and impartiality.
6.b. Related Persons as Professionals
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The purpose of this rule is to help avoid conflicts of interest in working relationships. Such conflicts
of interest could involve the preferential treatment of Related Persons in the recruitment or
promotion process or the bestowing of other undue advantages in their favour. Its intention is to
provide a policy framework that is governed at all times by the principles of legality, responsibility,
integrity and professionalism.
The following standards should be applied consistently:
a) Any and all preferential treatment or undue advantage in terms of recruitment and/or
promotion is to be strictly avoided
b) Objectivity: The Applus+ Group’s selection, recruitment, appraisal and promotion
processes are based solely and exclusively on how well a candidate fits the required
profile
c) Two Professionals who are also Related Persons in respect of one another may not occupy
positions in which there exists a hierarchical relationship between them. Likewise, it is
not acceptable for one of them to be in a position to influence the remuneration of, or
work-related decisions affecting, the other. If such a situation arises, the Professionals in
question must inform the EVP and their division’s HR Manager/Director without delay. If
the conflict of interest involves a division EVP or corporate VP, the Senior Vice-President
(SVP) of Human Resources and the Chief Executive Officer (CEO) should be informed
d) The recruitment of any Related Person is subject to the prior approval of the Division EVP
in the division the Related Person is due to join. With this in mind, the related Professional
who is already working for Applus+ should inform his own Division EVP of the potential
recruitment of a Related Person, with a view to this information being passed on to the
EVP and HR Manager/Director of the affected division. If the potential conflict of interest
involves a division EVP or corporate VP, the appointment is subject to the explicit approval
of the CEO
Each division’s HR manager/director shall keep up-to-date records of all potential conflicts of
interest reported under this section of the present policy. Twice-yearly (in January and July), HR
managers/directors shall forward this information to the SVP of Human Resources as well as to the
CCO. (See “Annex 2” for the format that this twice-yearly communication should take.) To be
omitted from this document are any reported conflicts of interest between Group Professionals and
candidates where the latter did not ultimately take up positions at Applus+.
All division EVPs and corporate VPs have a duty to inform their respective divisions’ HR managers,
the CCO and the SVP of Human Resources, within a timeframe of two months dating from this
policy’s publication, of any existing cases of Applus+ Professionals who are Related Persons in
respect of one another.
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6.c. Contracting of Public Officials or equivalent
The recruitment of Public Officials or equivalent as Professionals can constitute a conflict of interest
for Applus+, in particular if said Public Officials or equivalent hold or have previously held a position
in which they have actively participated in, or been able to influence, decisions that may have had
an impact on Applus+ business activity.
In any event, the recruitment of a Public Official or equivalent must necessarily fulfil the same
criteria applied to any other recruitment procedure – in other words, how well the candidate fits
the required profile.
The contracting of a Public Official or equivalent is subject to the explicit prior approval of the CEO,
and subsequent notification of the CCO, when said Public Official or equivalent:
i. Will be interacting with a public administration on behalf of Applus+
ii. Will be involved in the management of Applus+ projects for a public administration
iii. Was recommended for the role by another Public Official
iv. Will be taking on the role of project lead, head of department or a higher-level position
As such, any Applus+ Professional taking part in a selection process, if aware that the candidate
belongs to one of the above categories, has a duty to raise this with the Division EVP so that the
latter can (a) request the CEO’s approval and (b) notify the CCO – and all of this before a
commitment to recruiting the candidate in question has been entered into. The candidate should
not be questioned directly on this subject as the decision of whether or not to appoint should be
based on the candidate’s CV as well as on other information that has arisen during the selection
process.
Each division’s HR manager/director shall keep up-to-date records of all Public Officials or
equivalent recruited by Applus+ following the approval of the CEO. Twice-yearly (in January and
July), HR managers/directors shall forward this information to their Division EVP as well as to the
CCO. (See “Annex 3” for the format that this twice-yearly communication should take.)
All country managers have a duty to inform their respective divisions’ HR managers/directors,
within a timeframe of two months dating from this policy’s publication, of any existing cases of
Public Officials or equivalent working for Applus+ who fulfil one of the criteria i to iv, above.
7. Roles and responsibilities
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Responsibilities assigned under the Global Conflict of Interest Policy cannot be delegated. The following
table sets out the primary roles and responsibilities as regards the implementation of this policy within
the Applus+ Group.
Group Professional Inform line manager of any potential conflict of interest in which he may be
implicated
Follow up this conversation with email detailing the conflict of interest and
any measures agreed to deal with it
If a hierarchical relationship exists between himself and a Related Person,
immediately inform the Division EVP and the Division’s HR Manager/Director
Inform the appropriate division EVP about the potential recruitment of a
Related Person
If taking part in a selection process and aware that the candidate belongs
to one of the categories (i to iv) listed in section 6c on Public Officials or
equivalent, share this information with the Division EVP
Professional’s line
manager
Assess any reported conflicts of interest and decide on the most appropriate
way to handle them
Seek guidance from the CCO if this is deemed necessary or helpful
Carry out appropriate follow-up to ensure that the Professional understands
the decisions taken and abides by them
Twice-yearly (in January and July), provide the CCO with details of any
reported conflicts of interest, including a summary of the decisions taken
(Annex 1)
Country manager Inform the appropriate division’s HR Manager/Director, within a timeframe
of two months dating from this policy’s publication, of any existing cases of
Public Officials or equivalent working for Applus+ who fulfil one of the
criteria listed in section 6c (i to iv)
Divisional HR
manager/director
Keep up-to-date records of all conflicts of interest reported under section
6b on Related Persons. Twice-yearly (in January and July), forward this
information to the SVP of Human Resources and the CCO (Annex 2)
Keep up-to-date records of all Public Officials or equivalent recruited by
Applus+. Twice-yearly (in January and July), forward this information to the
Division EVP and the CCO (Annex 3)
Division EVP Inform the SVP of Human Resources and the CEO of any personal conflict
of interest involving the existence of a hierarchical relationship between
oneself and a Related Person
Provide prior approval for the recruitment of Related Persons in respect of
Division Professionals
Inform the Division’s HR Manager, the CCO and the SVP of Human
Resources, within a timeframe of two months dating from this policy’s
publication, of any existing cases of Division Professionals who are Related
Persons in respect of one another
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If aware that a candidate seeking to become a Group Professional belongs
to one of the categories (i to iv) listed in section 6c on Public Officials or
equivalent request the CEO’s approval and notify the CCO before committing
to recruit the candidate
CCO Approve any exceptions to the rules and principles set out in this policy
Provide help and guidance in response to any queries received
Adequately preserve all files containing information supplied via the reports
discussed in this policy and its annexes
Ensure the appropriate dissemination of this policy and the monitoring of
compliance with it
CEO Approve the appointment of a Professional where there exists a hierarchical
relationship between this individual and a division EVP
Provide prior approval for the appointment of a candidate who is a Public
Official or equivalent belonging to one of the categories (i to iv) listed in
section 6c of this policy
8. Concluding provisions
8.a. Dissemination
The CCO will take the necessary measures to ensure that all parties affected by the content
herein have access to and knowledge of this policy.
8.b. Interpretation
It is the CCO’s responsibility to resolve any queries and discrepancies that may arise regarding
how the content of the present document is interpreted and applied. This notwithstanding, the
CSR Committee is ultimately responsible for the interpretation of this document.
9. Failure to comply
All employees of the Applus+ Group have a duty to comply with this policy. Any breach thereof shall
engender appropriate disciplinary action.
The Internal Audit Department will monitor compliance with this policy through a series of periodic
checks. The individual with decision-making powers shall keep appropriate records to demonstrate due
adherence to the rules established by this policy throughout the process.
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10. Related documents
Without prejudice to any internal rules that may relate to the possible effects of the Global Conflict of
Interest Policy, the following internal documents are closely related to the present document:
Code of Ethics
Anti-Corruption Policy and Procedure
Internal Incompatibility regulations
Group Supplier policy
Group Customer Policy
11. Version control
No modifications to this policy are permitted without the express approval of the CSR Committee.
Version 1 2018 Document creation
12. Annexes
Annex 1 Template for twice-yearly line managers’ report on reported conflicts of interest
Annex 2 Template for twice-yearly report on Professionals who are also Related Persons in
respect of other Professionals
Annex 3 Template for twice-yearly report on Public Officials or equivalent contracted as
Professionals
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Annex 1. Template for twice-yearly line managers’ report on reported conflicts of interest
Date: __ [January / July] 20____
Reporting period: [1st January to 30th June] [1st July to 31st December]
Line manager: _____________________
Date conflict of
interest first reported
and form the
communication took
(verbal, email, etc.)
Brief description of
conflict of interest
Was another
manager and/or
the CCO consulted?
Measures taken
(description and
date)
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Annex 2. Template for twice-yearly report on Professionals who are also Related Persons
in respect of other Professionals
Date: __ [January / July] 20____
Reporting period: [1st January to 30th June] [1st July to 31st December]
HR Manager/Director: _____________________
Division: _________________
Staff members
concerned
(names, divisions,
Group companies
and positions)
Date issue first
raised with HR
Individual who
communicated issue
to HR
Measures taken
(description and
date)
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Annex 3. Template for twice-yearly report on Public Officials or equivalent contracted as
professionals
Date: __ [January / July] 20____
Reporting period: [1st January to 30th June] [1st July to 31st December]
HR Manager/Director: _____________________
Division: _________________
Contracted
professional
(name, division,
Group company
and position)
Cite applicable
premise (i to iv of
section 6c of Global
Conflict of Interest
Policy) and provide
details
Appointment date Date appointment
approved by CEO