Conflicts of Interest Policy¶


Code	`GOV-007`
Domain	Governance & Accountability
Owner	Company Secretary
Status	Draft
Applicability	Platform
Jurisdiction	NZ + AU
Business domain	BD10
Review date	2027-03-25

Regulations: CoFI Act 2022 · APS 510 ¶

Purpose¶

Govern the platform's obligations for identifying, disclosing, managing, and escalating actual and perceived conflicts of interest among directors, officers, employees, and contractors.

Scope¶

All directors, officers, employees, and contractors of the platform in NZ and AU who may be subject to actual, potential, or perceived conflicts of interest in the performance of their duties.

Policy statements¶

The platform SHALL maintain a conflicts of interest policy that defines what constitutes a conflict of interest, the disclosure obligations applicable to each role category, and the procedures for assessing and managing disclosed conflicts.

All directors and officers SHALL disclose actual, potential, or perceived conflicts of interest to the Board Secretary as soon as they arise and before participating in any decision affected by the conflict. Employees and contractors SHALL disclose conflicts to their line manager within two business days of becoming aware of them.

Disclosed conflicts SHALL be assessed by the General Counsel or Company Secretary and, for Board-level conflicts, by the Board Chair. The assessment SHALL determine whether the conflict can be managed with appropriate safeguards, requires recusal from specific decisions, or requires the individual to exit the conflicted relationship.

A director SHALL not participate in Board deliberations or resolutions where they have a material conflict of interest. The Board minutes SHALL record the disclosure and the director's recusal from the relevant agenda item.

The platform SHALL maintain a gifts and hospitality register. All gifts and hospitality received or offered above the threshold specified in the conflicts policy SHALL be declared and recorded within five business days. Gifts that could reasonably influence business decisions SHALL be declined or surrendered to the platform.

Employees in roles with elevated conflict exposure — including trading, procurement, credit approval, and recruitment — SHALL be subject to enhanced conflict monitoring, including periodic standing declaration requirements and system access controls that enforce role separation.

The Board SHALL review the conflicts of interest framework annually and shall assess its practical effectiveness, including the volume and nature of disclosures, any escalated conflicts, and the adequacy of management arrangements.

Satisfying modules¶

Module	Name	Mode	Description
MOD-044	JWT role-based access control	`AUTO`	Role separation enforced — no single user can hold conflicting roles
MOD-083	Agent assist & compliance coaching panel	`AUTO`	Compliance coaching nudges are logged against the interaction record — training and coaching evidence is available for regulatory review.
MOD-102	Snowflake account configuration & governance	`LOG`	All warehouse activity, login events, and grant changes are captured in Snowflake's account_usage schema and retained for seven years via the ACCOUNT_USAGE database.
MOD-127	Product configuration panel	`GATE`	Every configuration change requires a four-eyes check — the proposer cannot be the same person as the approver; the system enforces this at the database constraint level, not only in application logic.
MOD-140	Chart of accounts and GL configuration	`GATE`	All chart of accounts changes require four-eyes (maker/checker) approval before taking effect; the proposer must not be the approver, enforced at the database constraint level.

Part of Governance & Accountability · Governance overview Compiled 2026-05-22 from source/entities/policies/GOV-007.yaml