Conflict of Interest Policy
CONFLICT OF INTEREST POLICY
1. Definitions and abbreviations
“Personnel” means all employees of Equilibrium Engineering Consultancy including staff contracted from a third party, temporary staff, secondees and interns.
“CEO” means Chief Executive Officer.
“Conflict of Interests” means when an individual's duty or responsibility to Equilibrium Engineering Consultancy could be affected, or seems to potentially be affected, by some other interest or duty that individual may have to an outside organisation.
“Director” means a member of the governing board of any organisation, association, corporation, or other entity.
“EEC ” means Equilibrium Engineering Consultancy. .
“Family Member” means a parent, child, spouse, sibling, grandparents, grandchildren, uncles, aunts, nieces, nephews or first cousins. This also includes parent-in-laws, sibling-in-laws, stepsiblings and/or adoptive relations.
“Financial Interests” is any interest an individual may have that involves a monetary stake in an organisation outside Equilibrium Engineering Consultancy. This includes but is not limited to financial securities such as stocks, bonds, partnership interests, proprietary rights, direct or indirect interests through a trust, nominee, or other relationship; ownership of a real estate for business purposes (other than a personal or family residence) or other related interests to an organisation outside Equilibrium Engineering Consultancy. A Financial Interest can be held directly by an individual for their benefit or indirectly held by someone else for the benefit of the individual.
“Officer” means a high-level or management role within the organisation.
“Outside Organisation” means any company, business, organisation, association, entity or undertaking that is not a part of Equilibrium Engineering Consultancy.
“Policy” means this Conflict of Interests Policy.
“Related Person” means a family member, a business partner; close personal friends and any other person or entity whose financials are directed by, or subject to, your influence or control.
2. Introduction
2.1 A Conflict of interest can arise when a person employed by EEC has a personal or outside interest that may appear to interfere with their duty or responsibility to EEC.
2.2 EEC understands that the personnel of EEC have personal and financial interests outside their work for EEC. A conflict of interest can be avoided or declared and managed in situations where biases or objectivity may be called into question.
2.3 EEC personnel should always check the updated version of the Conflict of Interest Policy by checking the company website www.eqec.ae. Should questions arise regarding this policy, please contact the Compliance Manager at EEC for further clarification.
3. Purpose
3.1 The purpose of this policy is to ensure that EEC’s personnel understands the requirements for avoiding or managing conflicts of interests and this is mandatory for all EEC personnel to adhere to. This policy also helps EEC personnel to understand the various scenarios of conflict of interest through the illustration of examples of situations where there might be a slight risk of an appearance of a conflict of interests.
4. Scope
4.1 This policy has been approved by the Chairman and CEO of EEC and must be approved and implemented by EEC’s Compliance Manager and Senior Management.
4.2 EEC must put in place conflict of interests procedures whereby EEC personnel can disclose, approve, and manage any conflicts of interests that may arise in accordance with this policy.
4.3 It is mandatory for EEC personnel to comply with this policy, supporting policies and procedures and applicable anti-corruption laws.
4.4 EEC may put in place subordinate policies that are closely related to this policy. Conflicts between the subordinate policies and this policy should be notified to and approved by EEC.
5. Key Principles
5.1 A conflict of interest is where your duty or responsibility to EEC could be adversely affected or potentially affected by an external interest or duty that you possess. These interests could be family, financial or another kind of interest.
5.2 Appearance of a conflict, regardless of the actual presence of a conflict, is considered enough of a risk to EEC.
5.3 It is important to be able to identify potential conflicts of interests and disclose them for EEC to be able to manage the impact of these conflicts.
5.4 If there is a doubt regarding potential conflicts of interests, it is important to disclose the conflict anyway and clarify with the Compliance Manager.
6. Instances That Represent Conflicts of Interests
6.1 The following external interests must be disclosed as potential conflict of interests:
i. Financial Interest in an Outside Organisation: Direct or indirect financial interests in an Outside Organisation via you or a family member, business associate, or a close friend. This is included but not limited to suppliers, customers, competitors, or partners of EEC. These financial interests must be disclosed regardless of whether you may personally affect (or seem to affect) any element of business dealings with the Outside Organisation.
ii. Local Sponsorship: Directly or indirectly acting as a local sponsor to an Outside Organisation that does business or is seeking to do business with EEC or is a competitor of EEC.
iii. Senior Position in an Outside Organisation: Holding the position of Director or higher at an Outside Organisation that is a competitor of or seeking to do business with EEC.
iv. Charities and Not for Profit Organisations: Holding a senior paid or unpaid role for a charity or not for profit organisation.
v. Consultancy or Advisory Roles: Holding a consultancy or advisory role or undertaking part-time consultancy work whether paid or unpaid.
vi. Governmental Roles: Appointment to a position at a government entity, related department branch, agency or committee.
vii. Miscellaneous Services for Outside Organisations: Providing services or support to an Outside Organisation that may impact your duties at EEC. This could be in the form of time constraint issues or association with an Outside Organisation that could adversely affect EEC’s reputation.
viii. Family Member Employed by an Outside Organisation: Family Members employed at Outside Organisations that are doing business or potentially seeking to do business with EEC represent a potential conflict of interests. You could personally affect or may seem to affect EEC’s business dealings with those Outside Organisations due to inherent biases.
ix. Family Member Employed by EEC: Having authority or influence over any element of the hiring process, performance review, promotion or remuneration decisions that directly affects any Family Member employed by EEC.
x. Personal Relationships: Having the ability to personally affect or the potential to affect EEC’s business dealings with an Outside Organisation that is entirely or partially owned or managed by related persons or a previous employer. Personal or other relationships that may impact your duties at EEC should be disclosed.
6.2 Direct interest is when you are the ultimate holder of the related interest and an indirect interest is when a family member, business associate or a close friend of yours is the ultimate holder of the interest in question.
6.3 After disclosing a conflict of interest, you may need to seek additional consent to accept paid or unpaid positions in an Outside Organisation in addition to your duties at EEC. It is also your responsibility to check if additional approvals are required before proceeding to work for the Outside Organisation.
6.4 Being an employee of EEC, any other company or similar entity in which you hold any kind of interest pertinent to the ones mentioned above cannot undertake activities that are related to EEC’s business in the UAE or elsewhere.
6.5 Being a secondee does not require disclosure of employment by the partner unless the commitment to your employer impacts your responsibility to EEC. A potential conflict of interest may occur if you participate in a technical evaluation of bidders that includes a company within your employer’s group. This would need to be disclosed and managed by EEC.
6.6 Misuse or disclosure of EEC’s confidential information to an Outside Organisation for your benefit, their benefit or a Related Person’s benefit is considered a conflict of interest and violates the EEC’s Code of Ethics.
7. Supplier Conflicts of Interests
7.1 If it becomes apparent that an EEC personnel has interests, whether family financial or otherwise, with a supplier or partner that would conflict with their duties to EEC, the supplier or partner, they are required to disclose this conflict of interest.
7.2 The supplier or partner shall refrain from employing EEC personnel that concurrently work for EEC.
7.3 Suppliers or partners should not pay EEC employees any amount that has not been disclosed entirely to EEC before the award of work.
7.4 Suppliers or partners that EEC enters into agreements with should have controls of their own to ensure their personnel disclose all conflicts of interests.
8. Procedure to Disclose Conflicts of Interests
8.1 It is mandatory to disclose all conflicts of interests as mentioned in this policy.
8.2 The disclosure of the conflict of interests must include details regarding the relationships and interests held in the Outside Organisation, along with proposed steps that can be taken in the future to manage or mitigate the impact of these conflict of interests.
8.3 If the conflict of interests in question cannot be managed, then you will be asked to withdraw participation in the activities involving the Outside Organisation.
8.4 It is important to limit participation in any activity that presents or may present a potential conflict of interests until the disclosure can be addressed.
8.5 Examples of how this may apply include, but are not limited to the following where the objective is to ensure that “any personal relationship is not used to influence any ADNOC Group personnel’s business judgement”:
- A Project Manager who is part of the Bid Team has a relative who has joined ADNOC Offshore. On declaring the conflict of interest to the Compliance Manager, it is agreed that for any proposals which are ultimately for ADNOC Offshore, the Project Manager will be replaced and will have no involvement in the proposal for ADNOC Offshore.
- A [Pipeline Engineer] previously worked for ADNOC Gas Processing and is close friends with the [ADNOC Gas Processing Procurement Manager]. EEC is now bidding for a project with an EPC who is working for ADNOC Gas Processing. The proposal would ordinarily include the Pipeline Engineer’s CV. In this case, if the Pipeline Engineer can be replaced by someone with similar, appropriate credentials then they will be replaced. If the Project has a requirement which only this person can fulfil, e.g. specific system knowledge from their time at the OpCo, then they shall be included in the proposal, but with a declaration of a conflict of interest on the EEC Org Chart and the individual’s CV.
8.6 Conflicts of interests should be disclosed as and when they arise, at any time during the year, when they are discovered and no later than 10 working days from the date of discovery.
8.7 An annual declaration shall be completed in the month of May confirming that all personnel employed by EEC have disclosed all current conflicts of interests.
9. Violations of this Conflict of Interests Policy
9.1 Any suspected violation of this policy should be reported to the Compliance Manager.
9.2 If this policy is breached, as an employee of EEC, you may be subject to disciplinary action that includes termination of employment.
9.3 A breach of this policy also occurs if an employee fails to report a known or suspected breach of this policy.
9.4 When a suspected violation of this policy is reported to the Compliance Manager, an Investigation Review Board will be convened. The membership of this task force would typically include the Chairman and CEO, Compliance Manager and Head of HR plus others if deemed necessary. However, this would depend on who was under investigation, and therefore the appropriate members of the task force will be determined for each investigation.
9.5 The responsibilities of the Investigation Review Board include, but are not limited to, the following:
i. Receive and review the reports from the Lead Investigator.
ii. Review the allegation and findings presented by the Lead Investigator and conclude the investigation to the following:
- Agree on the recommended corrective actions and/or the disciplinary actions and thereby close the investigation; or
- Request the Lead Investigator to conduct further steps to gather more information.
10. Conveyance and Training
10.1 This policy can be accessed at any time by all EEC personnel via the shared QHSE policies folder on the EEC server.
10.2 EEC personnel will also receive training regarding the policies laid out in this document. Personnel will also be tested to ensure they have they thoroughly understood the policies. Additional training may also be provided to high-risk areas of EEC’s business.
10.3 Periodic reminders of the policies mentioned shall be distributed by senior management and the Compliance Manager.
11. Monitoring and Evaluation
11.1 Monitoring activities by the Compliance Manager will be carried out as and when necessary.
11.2 The Internal Audit Team should carry out periodic audits to ensure all non-compliance is identified and managed.
11.3 EEC’s Compliance Manager should assess the effectiveness of this policy. If changes are required, a review and revision should take place. This also includes change in the policy as and when applicable laws change. Suggestions to improve this policy can be sent via email to ian.mcharg@eqec.ae.
12. Roles and Responsibilities
12.1 It is mandatory for all EEC personnel to:
i. Read and understand this policy,
ii. Declare all conflicts of interests; and
iii. Comply with all plans proposed to manage disclosed conflicts of interests.
12.2. It is recommended that senior management and line managers incorporate the culture of integrity within EEC and lead by example.
12.3 The custodian of this policy is EEC’s Compliance Manager.
12.4 In addition to the responsibilities mentioned in this policy, the Compliance Manager should oversee the reviewing processes related to this policy including but not limited to clarifications and approvals. The Compliance Manager is responsible for taking appropriate action related to these requests however, the Chairman & CEO will be consulted for advice or a decision when necessary.
