Conflict of Interest Policy

1. INTRODUCTION

PreEmpt recognises that our staff have diverse interests and contacts within the local, national and international communities, which can be beneficial to both the individual and the Company. However, it also recognises that such connections may give rise to a conflict of interest.

The objectives of this procedure are to:

• Assist in identifying conflicts of interest;
• Establish a system for disclosures of conflicts of interest;
• Provide guidance to those responsible for dealing with conflicts of interest;
• Assist in the resolution of conflicts of interest to protect the Company and its employees.

This procedure applies to all staff of the Company and relates to any actual, perceived and potential conflicts of interest arising in connection with Company activities.

2. DEFINITIONS

Conflict of interest: A situation in which a staff member has a private, personal or commercial interest which is likely to appear to influence the objective exercise of his/her Company duties.

Perceived conflict of interest: A situation which a reasonable person would consider likely to compromise objectivity.

Potential conflict of interest: A situation that could develop into an actual or perceived conflict of interest.

Private, personal or commercial interest: A financial or non-financial interest of the employee, or to a relative or friend of the employee.

• (a) Financial interest: refers to anything of non-trivial monetary value including, but not limited to, pay, commission, consultancy fees, equity interests, forgiveness of debt, property, royalties, and intellectual property rights.
• (b) Non-financial interest: refers to any non-financial benefit or advantage, including, but not limited to, enhancement of an individual's career, education or professional reputation; access to privileged information or facilities.
• (c) Relative or friend: refers to any member of a staff member's close family (i.e. spouse/civil partner, non-married partner, parents, siblings or children); close personal friends; and any other person with whom the employee has a relationship which is likely to appear to influence his/her objectivity.

3. PROCEDURE

Identifying a conflict of interest

When identifying whether a conflict of interest exists, an individual should ask themselves whether a private, personal or commercial interest is likely to interfere, or appear to interfere, with their objective judgement in performing his/her Company duties.

If a staff member believes there may be a conflict of interest, but is unsure, he/she should assume that there is a conflict and act accordingly. Similarly, if a manager becomes aware of a possible conflict of interest, which the relevant staff member appears not to have considered, he/she should bring it to the staff member's attention for appropriate consideration.

Conflicts of interest can arise in many different circumstances and it is therefore not possible to set these out in a comprehensive list. However, serious conflicts of interest could occur where a staff member:

• (a) Uses their position at the Company to influence a contract or secure favourable terms for a company in which he/she, or a relative or friend, had a financial interest;
• (b) Influences hiring, staff promotions, admission to a course of study or educational progression for a relative or friend;
• (c) Obtains a financial or non-financial benefit for himself/herself or a relative or friend in return for providing advantage or potential advantage;
• (d) Compromises research objectivity or independence in return for financial or nonfinancial benefit;
• (e) Uses Company resources or confidential information obtained through his/her role for personal financial or non-financial benefit, or benefit to a relative or friend;
• (f) Conducts business, employment or activity out with the Company, which adversely affects their ability to perform their duties.

Disclosing a conflict of interest

It is the duty of all staff members to disclose any actual, perceived or potential conflicts of interest. Failure to make this disclosure may result in disciplinary action, up to and including dismissal. In determining whether disciplinary action is appropriate, consideration will be given to the extent to which the staff member was aware of the conflict of interest and whether they made a conscious decision not to disclose it.

The staff member should make this disclosure to their line manager except where the conflict relates to Company activities out-with that manager's control. In these circumstances, disclosure should be made to the person responsible for these activities and the employee's line manager should be informed. Where a staff member identifies a potential conflict of interest, but does not wish to reveal the details to their line manager, he/she should seek advice from a Director.

Disclosure should normally be made in writing and include sufficient information for the Reviewer (the manager to whom the disclosure is made) to determine whether a conflict of interest exists and enable an appropriate resolution.

Resolution of conflicts of interest

Once a disclosure has been made, the Reviewer is responsible for assessing whether a conflict of interest exists and seeking a resolution as soon as reasonably practicable.

Until that time, the staff member must take no part in the activity relating to the potential conflict.

Every effort should be made to reach agreement with the staff member regarding the solution.

Resolution of the conflict may not go beyond the scope of the staff member's contractual obligations without their agreement.

Conflict of Interest Procedure

In most cases, the solution will be one of the following:

• (a) Agreement that there is no conflict of interest or that it is not sufficient to be of any concern to the Company.
• (b) Agreement to allow the activity with modifications. Options for modifications include:
  • Disclosure of all pertinent information to other relevant individuals
  • Exclusion from, or third party review of, any decision-making/authorisation
  • Revisions to the research proposal or other plan
  • Reduction of involvement in the activity
  • Close monitoring of the activity
  • Termination of involvement by others (e.g. a relative or friend) in the activity
  • Divestiture of relevant personal interests
  • Reimbursement by the staff member to the Company for indirect costs or for the use of facilities
• (c) For the staff member not to be involved in any way, thus removing the conflict of interest.

Where no alternative can be agreed upon, this will be the solution, by default, if it does not go beyond the scope of the staff member's contractual obligations.

In any meeting for the purpose of agreeing a solution to the conflict, the staff member is entitled to be accompanied by a work colleague.