Conduct & responsibility

Conflicts of Interest Policy

Identification, recording, management and disclosure of actual and potential conflicts arising in advisory and facilitation work.

Document reference: FGL-LEG-13
Version date: 1 July 2026
Applies to: Fratres Limited

1.Interpretation and definitions

1.1

In this Policy, the following capitalised terms have the meanings given to them below. Terms defined in the Terms of Business for Client Engagements (FGL-LEG-03) and not otherwise defined here bear the meanings given to them in that document.

Board: The board of directors of the Company for the time being, acting collectively or through a committee or individual director to whom the relevant authority has been delegated in writing.
Business Day: Any day other than a Saturday, Sunday or public holiday in England and Wales on which clearing banks are open for general business in London.
Client: Any person that has entered into an Engagement Letter with the Company, and, where the context requires, any person that has approached the Company with a view to doing so.
Company: Fratres Limited, a company incorporated and registered in England and Wales under the Companies Act 2006, whose registered particulars are recorded on the register maintained by the Registrar of Companies for England and Wales.
Compliance Officer: The individual appointed by the Board from time to time with responsibility for the operation of this Policy, including maintenance of the Conflicts Register, or any person acting in that role in their absence.
Confidential Information: Information of a confidential nature obtained by the Company or by Personnel in the course of, or in connection with, an Engagement or a prospective Engagement, including commercial terms, bid strategy, pricing, valuations, ownership structures, negotiating positions and the identity of counterparties, whether or not marked as confidential.
Conflict: Any situation in which the Company or any of its Personnel has, or may reasonably be perceived to have, an interest or duty that conflicts, or may conflict, with a duty owed to a Client, or in which duties owed to two or more Clients conflict or may conflict. A Conflict may be actual, potential or perceived.
Conflicts Register: The single central record of identified Conflicts maintained by the Compliance Officer in accordance with clause 8.
Connected Person: In relation to any individual, that individual’s spouse or civil partner, cohabiting partner, parent, child, step-child, sibling, parent-in-law, and any other person with whom that individual has a close personal, financial or household relationship, together with any body corporate, partnership or trust in which that individual or any of those persons holds a material interest or a management position.
Engagement: Any advisory, facilitation, introduction, representation or other professional service provided or to be provided by the Company under an Engagement Letter.
Engagement Lead: The individual designated by the Company as having day-to-day responsibility for the delivery of a particular Engagement.
Engagement Letter: A written engagement letter or advisory agreement executed by the Company and a Client, incorporating the Company’s Terms of Business for Client Engagements (FGL-LEG-03).
Information Barrier: The combination of organisational, physical, systems and procedural controls imposed under clause 10 to prevent the flow of Confidential Information between individuals or teams acting for parties whose interests conflict.
Material Conflict: A Conflict which, assessed in accordance with clause 9, entails a risk of damage to the interests of a Client that is more than remote, including any Conflict that could reasonably be expected to affect the independence, objectivity or content of the Company’s advice, the allocation of its resources, or the confidence a Client is entitled to place in it.
Outside Interest: Any directorship, partnership, trusteeship, consultancy, employment, office, shareholding, financial interest, public appointment, political office or other position or interest held by an individual otherwise than on behalf of the Company.
Personnel: The directors, officers, employees, workers, secondees, consultants, contractors, interns and agents of the Company, and any other person who performs services for or on behalf of the Company, in each case for so long as that relationship subsists.
Policy: This Conflicts of Interest Policy, as amended, approved and republished from time to time.
Project: Any investment, transaction, concession, licence application, tender, procurement, joint venture, financing, development or programme in respect of which the Company provides or proposes to provide services, together with any related process conducted by a governmental or regulatory body.
Public Official: Any individual holding a legislative, administrative or judicial position, whether appointed or elected; any individual exercising a public function or acting for or on behalf of a public agency, public enterprise, state-owned or state-controlled entity, or public international organisation; and any political party, party official or candidate for public office.

1.2

Headings are for convenience only and do not affect the interpretation of this Policy.

1.3

The words “including”, “includes” and “in particular” are to be construed as illustrative and do not limit the generality of the words preceding them. A reference to writing includes email and submission through the enquiry form on the Company’s website.

1.4

A reference to a statute, statutory instrument or regulation is a reference to it as amended, extended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under it.

1.5

A reference to a person includes a natural person, a body corporate, an unincorporated association, a partnership, a trust, a governmental body and any other legal or commercial entity, in each case whether or not having separate legal personality.

2.Purpose, scope and application

2.1

The Company’s work places it between international investors, private sector organisations, project sponsors and public institutions. Work of that character gives rise to Conflicts in the ordinary course. This Policy sets out how the Company identifies, records, assesses, manages and, where necessary, refuses to act in the presence of a Conflict.

2.2

This Policy applies to all Personnel, in every jurisdiction in which the Company operates, including the United Kingdom and Bangladesh, and irrespective of the location, contractual form or seniority of the individual concerned.

2.3

This Policy applies to every Engagement and every prospective Engagement, from the first approach through to the conclusion of the relationship and, in respect of continuing duties of confidentiality, after it.

2.4

The Company is not authorised or regulated by the Financial Conduct Authority and is not a law firm. This Policy is adopted by the Board as a matter of governance and professional standard, and not in discharge of any regulatory permission. It gives effect in particular to the general duties of directors under sections 172, 175, 176, 177 and 182 of the Companies Act 2006, and supports the Company’s obligations under the Bribery Act 2010.

2.5

This Policy is to be read together with, and does not replace, the other documents in the Company’s legal register published at fratresgroup.com/legal, in particular the Terms of Business for Client Engagements (FGL-LEG-03), the Client Due Diligence & Know Your Customer Standard (FGL-LEG-09), the Anti-Bribery & Anti-Corruption Policy (FGL-LEG-10), the Whistleblowing & Speak-Up Policy (FGL-LEG-14) and the Data Retention & Records Management Policy (FGL-LEG-06).

2.6

Where an Engagement Letter contains conflicts provisions agreed with a Client, those provisions apply in addition to this Policy. This Policy sets the minimum standard the Company applies, and no Engagement Letter shall operate to reduce it.

2.7

Compliance with this Policy is a condition of appointment, employment or engagement with the Company. Personnel must confirm in writing on appointment, and annually thereafter, that they have read, understood and will comply with it.

3.Governing principles

3.1

The existence of a Conflict is not of itself a breach of duty or an impropriety. The failure to identify a Conflict, to record it, to assess it honestly, to disclose it where disclosure is required, or to manage it effectively, is.

3.2

The following principles govern the operation of this Policy and are to be applied in every case:

(a)Conflicts must be identified before the Company acts, not after a difficulty has emerged.
(b)The interests of a Client shall not be subordinated to the interests of the Company, of any of its Personnel, or of any other Client.
(c)Where the Company owes duties to two or more Clients, it shall not prefer one over the other, whether by reason of fee levels, relationship value, prospective work or any other consideration.
(d)Confidential Information belonging to one Client shall never be used for the benefit of another, of the Company, or of any of its Personnel.
(e)A Conflict shall be managed by substantive measures. Silence, informality and reliance on personal judgement are not management.
(f)Where a Conflict cannot be managed so that the Company can act fairly and independently for each affected party, the Company shall decline to act or shall cease to act.

3.3

Perception matters independently of substance. In assessing any situation under this Policy, the question shall include whether a reasonable and informed observer, aware of the relevant facts, would consider the Company’s independence or objectivity to be compromised.

3.4

The Company shall not accept or retain an Engagement by reason of its financial value where a Material Conflict cannot be managed. Fee income is never a relevant consideration in deciding whether a Conflict can be managed.

3.5

Personnel shall not resolve a Conflict affecting themselves. Every Conflict is to be determined by a person or body with the authority conferred by clause 14 and with no interest in the outcome.

3.6

Nothing in this Policy authorises the Company or any of its Personnel to do anything that would constitute an offence under the Bribery Act 2010, the Proceeds of Crime Act 2002, the Terrorism Act 2000 or the Criminal Finances Act 2017, or to breach financial sanctions imposed under the Sanctions and Anti-Money Laundering Act 2018.

4.Categories of conflict

4.1

For the purposes of this Policy, Conflicts fall into the categories set out in clauses 4.2 to 4.5 and in clause 5. The categories are not mutually exclusive, and a single situation may fall into more than one.

4.2

Conflicts between the Company and a Client. These arise where the Company has an interest in the outcome of a matter that is distinct from, or inconsistent with, the interest of the Client it advises. They include situations in which the Company:

(a)holds, or its Personnel hold, a direct or indirect financial interest in a Project, an asset, a counterparty or a competitor of the Client;
(b)stands to receive a fee, commission, carried interest, equity participation or other benefit that varies according to the advice it gives or the transaction structure it recommends;
(c)receives remuneration, an introduction fee or any other benefit from a person other than the Client in connection with the Engagement;
(d)has a commercial relationship with a service provider, funder, contractor or partner that it proposes to recommend to the Client;
(e)has an interest in preserving a relationship with a third party which would be prejudiced by advice that is in the Client’s interests;
(f)would be required to advise a Client on the adequacy or consequences of work previously performed by the Company itself; or
(g)is in dispute with, or is contemplating a claim against or by, the Client.

4.3

Conflicts between Clients. These arise where duties owed to one Client are inconsistent with duties owed to another. They include situations in which:

(a)two or more Clients are competing for the same mandate, concession, licence, land parcel, grid connection, offtake, approval or capital allocation;
(b)the Company holds Confidential Information belonging to one Client that is or would be material to the interests of another Client, including a former Client;
(c)the Company would be required to advise one Client to take a position adverse to another Client;
(d)a limited resource of the Company, including the availability of particular Personnel or institutional access, cannot be made available to both Clients on equal terms; or
(e)the Company would be required to disclose to one Client information it is obliged to keep confidential for another.

4.4

Conflicts between personal interest and duty. These arise where the private interests of an individual member of Personnel, or of a Connected Person, conflict or may conflict with the duties that individual owes to the Company or that the Company owes to a Client. The obligations of Personnel in respect of such Conflicts are set out in clause 12.

4.5

Conflicts arising from public and institutional relationships. These arise where an individual member of Personnel, or a Connected Person, holds public office, is employed by or holds a position within a governmental, regulatory or state-controlled body, or has a relationship with a Public Official whose decisions bear on a Project. Such situations are treated as presumptively material and are addressed under clauses 12.8 and 13.

4.6

Conflicts may also arise from the passage of time and from the Company’s former relationships. A Conflict is not extinguished by the conclusion of an Engagement where the Company continues to hold Confidential Information belonging to the former Client that is material to a new matter.

5.Parties on opposite sides of the same Project

5.1

The Company shall not act for two or more parties on opposing sides of the same negotiation, tender, bid, procurement or transaction except where every requirement of this clause 5 and of clause 11 is satisfied.

5.2

The following are absolute prohibitions. No assessment, management measure or consent may cure them, and the Company shall decline or cease to act:

(a)acting for a party bidding for, applying for or negotiating a Project while at the same time advising or assisting the governmental, regulatory or public body responsible for evaluating, awarding or approving that Project;
(b)acting for a party in a procurement or licensing process while holding a role in the design, evaluation or administration of that process;
(c)acting for a Client in a dispute, claim or adversarial negotiation against another Client;
(d)acting where doing so would require the Company to use or disclose Confidential Information belonging to one party for the benefit of another; and
(e)acting where the arrangement would confer, or would be reasonably perceived to confer, an improper advantage on any party in a competitive public process.

5.3

Where two or more parties seek the Company’s services in relation to the same competitive process, the Company shall act for more than one of them only where each of the following conditions is met:

(a)separate teams are established under clause 10.4, with no individual working on more than one side and no common Engagement Lead;
(b)an Information Barrier meeting the requirements of clause 10.3 is in place and operative before any further work is performed;
(c)the Compliance Officer has assessed the Conflict under clause 9 and the Board has approved the arrangement under clause 14.2;
(d)each affected party has given informed written consent under clause 11 after full disclosure of the nature of the Conflict and the measures proposed; and
(e)no legal, contractual or procurement restriction prohibits the arrangement.

5.4

If any affected party withholds or withdraws consent under clause 5.3, the Company shall cease to act for that party or for all affected parties, as determined by the Board under clause 14. Where the Company ceases to act for one party only, it shall do so on the basis set out in clause 10.6 and shall not derive any advantage from the information it has received.

5.5

Where the Company introduces an investor to a local partner, sponsor, operator or counterparty, it shall identify in writing, before the introduction is made, which party is its Client. The Company shall not advise both parties on the terms of the arrangement as between them, and shall inform the party that is not its Client, in writing, that the Company does not act for it and that it should take its own advice.

5.6

The Company shall not receive a fee, commission or other benefit from more than one party in respect of the same introduction or transaction unless the fact, basis and amount of each such benefit has been disclosed in writing to, and expressly accepted in writing by, every party paying or otherwise affected by it.

5.7

Where the Company holds an interest in the outcome of a Project other than its agreed fee, including any equity, carried interest, option or success-linked participation, that interest shall be disclosed in writing to every Client in respect of that Project before any advice is given, and shall be recorded on the Conflicts Register.

The line the Company will not cross

The Company does not act on both sides of a public procurement or approval process. Where its work touches a competitive public process, it acts for one side only, and the identity of that side is fixed in writing before any substantive work begins.

6.Identification at intake

6.1

No Engagement shall be accepted, and no substantive work shall be performed, until a conflicts check has been completed and its outcome recorded in accordance with this clause 6.

6.2

The conflicts check shall be carried out at the same time as, and as a distinct exercise from, customer due diligence conducted under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Client Due Diligence & Know Your Customer Standard (FGL-LEG-09), and sanctions screening conducted under the Sanctions & Export Controls Policy (FGL-LEG-11). Clearance under one does not constitute clearance under another.

6.3

The information gathered for the conflicts check shall include, so far as it can reasonably be established:

the full legal identity of the prospective Client, its group structure and its ultimate beneficial owners;
the identity of the Project, the sector, the assets and the geography concerned;
the identity of the counterparties, sponsors, funders, contractors and other advisers known to be involved;
the identity of any governmental, regulatory or public body whose approval, award or supervision is engaged;
whether the matter forms part of a competitive tender, licensing round or comparable process, and the identity of any competing party known to the prospective Client;
the identity of the individuals who will instruct the Company; and
any relationship, past or present, between those persons and the Company or its Personnel.

6.4

The Compliance Officer shall search that information against the Conflicts Register, the records of current and former Engagements, the record of declined matters, and the declarations of Outside Interests made by Personnel under clause 12.

6.5

The outcome of the check shall be recorded as one of: no Conflict identified; Conflict identified and managed, with the measures imposed; or Conflict identified and the matter declined. Every outcome is recorded whether or not a Conflict was found.

6.6

Until clearance has been recorded, the Company shall not receive Confidential Information from the prospective Client beyond that required to perform the check itself, shall not give advice, and shall not accept any payment. Information provided for the purposes of the check shall be held confidentially and used for no other purpose.

6.7

Where the Company declines a matter, it shall communicate that decision promptly. The Company may be unable to give reasons. In particular, reasons shall not be given where doing so would disclose the identity or affairs of another Client, or where disclosure would or might constitute an offence under section 333A of the Proceeds of Crime Act 2002 or section 21D of the Terrorism Act 2000.

6.8

A conflicts check shall be repeated where a prospective Engagement is not accepted within three months of the original check, or where the scope, parties or Project have changed materially since it was carried out.

7.Ongoing identification and the continuing duty

7.1

The obligation to identify Conflicts is continuing. It is not discharged by clearance at intake and it applies for the duration of every Engagement.

7.2

The conflicts check shall be repeated, and the Conflicts Register updated, on the occurrence of any of the following:

a change in the ownership, control or group structure of a Client or a counterparty;
the addition of a new party to a Project, including a new funder, sponsor, contractor or co-investor;
a material change in the scope of an Engagement, or its extension to a new Project, sector or jurisdiction;
a bilateral matter becoming a competitive process, or a competitive process narrowing to a shortlist;
the acceptance of a new Engagement that touches the same Project, asset, counterparty or public process;
a change in the composition of the team performing an Engagement, including the addition of a new joiner or a secondee;
a change in the Outside Interests of any member of Personnel working on the Engagement; and
the emergence of any dispute, claim or investigation involving a Client or a counterparty.

7.3

Personnel shall report any circumstance that gives rise, or may give rise, to a Conflict to the Engagement Lead and the Compliance Officer promptly and in any event within two Business Days of becoming aware of it. A member of Personnel who is uncertain whether a circumstance is reportable shall report it.

7.4

The Compliance Officer shall review all open Engagements against the Conflicts Register at least once each calendar quarter, and shall record the date and outcome of each review.

7.5

Before any new joiner is assigned to an Engagement, the Company shall establish whether that individual holds Confidential Information from a previous employer or engagement that would be material to the matter. Where they do, the individual shall be excluded from the matter or made subject to an Information Barrier under clause 10.3.

7.6

The Company’s duty of confidentiality to a former Client survives the conclusion of the Engagement. Where a prospective matter would place the Company in a position in which Confidential Information belonging to a former Client is material, the Company shall treat that situation as a Conflict and shall apply this Policy to it in full.

8.The Conflicts Register

8.1

The Company shall maintain a single central Conflicts Register. The Compliance Officer is responsible for its maintenance, accuracy and integrity.

8.2

Every identified Conflict shall be entered on the Conflicts Register, whether or not it is assessed as material and whether or not the Company proceeds. Each entry shall record, as a minimum:

(a)a unique reference and the date on which the Conflict was identified;
(b)the identity of the person who identified it and the date on which it was reported;
(c)a description of the circumstances giving rise to the Conflict;
(d)the category or categories into which it falls under clauses 4 and 5;
(e)the Clients, Projects, counterparties and Personnel affected;
(f)the assessment carried out under clause 9, including the reasons for the conclusion on materiality;
(g)the management measures imposed under clause 10, and the date from which each became operative;
(h)whether informed written consent was sought, and whether it was given, refused or withdrawn;
(i)the identity of the person or body that took the decision and the authority under which it was taken;
(j)the date of the next scheduled review; and
(k)the outcome, including the date on which the entry was closed and the basis for closure.

8.3

Entries shall be made within five Business Days of identification. Where interim measures are imposed before an entry is complete, those measures and the date they took effect shall be recorded immediately.

8.4

No entry on the Conflicts Register shall be deleted or overwritten. Corrections and updates shall be made by dated amendment, identifying the person making the amendment, so that the full history of each entry remains available.

8.5

The Conflicts Register shall also record matters that the Company has declined and Engagements from which it has withdrawn by reason of a Conflict, together with the reasons.

8.6

Access to the Conflicts Register is restricted to the Compliance Officer, the Board, and such other Personnel as the Compliance Officer authorises in writing for a defined purpose. An entry may itself contain Confidential Information; where wider access is necessary, a redacted extract shall be used.

8.7

The Company shall provide a Client, on written request, with the particulars of any entry that concerns that Client, to the extent that disclosure does not breach a duty of confidentiality owed to another person and does not constitute a prohibited disclosure under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. Requests should be submitted through the enquiry form at fratresgroup.com/contact and will be acknowledged within five Business Days.

8.8

The Conflicts Register contains personal data. The Company processes that data on the basis that the processing is necessary for compliance with a legal obligation to which the Company is subject under Article 6(1)(c) of the UK GDPR, and on the basis of the Company’s legitimate interests in the proper governance of its business under Article 6(1)(f). Processing is carried out in accordance with the Privacy Policy (FGL-LEG-04) and the Data Protection Act 2018.

9.Assessment and materiality

9.1

Every identified Conflict shall be assessed before any management measure is selected. The purpose of the assessment is to determine whether the Conflict is material and, if so, whether it is capable of being managed.

9.2

In carrying out the assessment, the Compliance Officer shall consider in particular whether the Company or any of its Personnel:

(a)is likely to make a financial gain, or avoid a financial loss, at the expense of a Client;
(b)has an interest in the outcome of the matter that is distinct from the Client’s interest in that outcome;
(c)has a financial or other incentive to favour the interests of one Client over another;
(d)receives or will receive from a person other than the Client an inducement in relation to the matter, in the form of money, goods, services or any other benefit;
(e)carries on, or proposes to carry on, the same business as the Client in relation to the Project;
(f)holds Confidential Information that is or would be material to the interests of another party; or
(g)would be required to act in a manner inconsistent with a duty owed to any person.

9.3

The assessment shall also take into account the proximity of the parties to one another, the stage the Project has reached, the value and irreversibility of the decisions in prospect, whether the affected parties are separately advised, whether any public process or public money is engaged, and the perception test in clause 3.3.

9.4

A Conflict shall be treated as a Material Conflict where the risk of damage to the interests of a Client is more than remote. Where there is genuine doubt as to materiality, the Conflict shall be treated as material.

9.5

Disclosure is not management. Where a Material Conflict exists, the Company shall not rely on disclosure to a Client as its only measure. Disclosure may accompany structural measures under clause 10, but it does not substitute for them.

9.6

The assessment, its reasoning and its conclusion shall be recorded in writing on the Conflicts Register. A conclusion that a Conflict is not material shall be reasoned, not merely asserted.

9.7

Each assessment shall specify a review date. Where circumstances change before that date, the assessment shall be repeated immediately.

10.Management measures

10.1

Management measures shall be selected in the following order of preference: first, avoidance of the Conflict; second, structural separation; third, disclosure accompanied by informed written consent under clause 11. A lower measure shall be adopted only where the Compliance Officer records why a higher measure is not appropriate or not required.

10.2

The measures available to the Company include:

declining the prospective Engagement, or ceasing to act on an existing Engagement;
establishing an Information Barrier and separate teams;
removing an individual from a matter, or requiring recusal from a specific decision, meeting or communication;
requiring an individual to dispose of, or to refrain from acquiring, a personal interest;
restructuring the scope of an Engagement to exclude the area of Conflict;
referring an element of the work to an independent adviser instructed directly by the Client;
adjusting or waiving a fee arrangement that creates or aggravates the Conflict;
sequencing work so that duties do not arise concurrently; and
disclosure to the affected parties and, where permitted, informed written consent.

10.3

Information Barriers. Where an Information Barrier is imposed it shall, as a minimum:

(a)restrict access to matter files, correspondence and data rooms to named individuals, enforced by systems access controls and not by convention;
(b)maintain separate document repositories, matter codes and correspondence channels for each side;
(c)prohibit discussion of the matter between individuals on opposite sides of the barrier, including informal, social and incidental discussion;
(d)ensure that no individual supervises, appraises or determines the remuneration of individuals on both sides of the barrier in respect of the matter;
(e)require that any document, message or file transmitted across the barrier be approved in advance by the Compliance Officer and recorded;
(f)be recorded in writing, identifying every individual inside each side of the barrier and the date each individual was admitted or removed; and
(g)be tested by the Compliance Officer at least once during the life of the Engagement, with the test and its result recorded.

10.4

Separate teams. Where separate teams are established, no individual shall work on more than one side of the matter, whether directly or in a supervisory, administrative or support capacity. Each team shall have its own Engagement Lead, and neither Engagement Lead shall report to the other in respect of the matter. Administrative, secretarial and technology support shall be allocated so that no support function serves both teams on the same matter.

10.5

Declining and ceasing to act. The Company shall decline to act, or shall cease to act, where:

(a)the Conflict falls within clause 5.2;
(b)the measures available are not sufficient to ensure that the Company can act fairly and independently for each affected party;
(c)a required consent is refused or withdrawn;
(d)an Information Barrier has been breached and the breach cannot be remedied; or
(e)continuing to act would place the Company in breach of any legal or regulatory obligation.

10.6

Where the Company ceases to act, it shall give written notice to the affected Client, shall take reasonable steps to minimise prejudice to that Client, shall account for fees and disbursements in accordance with the Terms of Business for Client Engagements (FGL-LEG-03), and shall return or securely destroy the Client’s materials in accordance with the Data Retention & Records Management Policy (FGL-LEG-06). The Company may be unable to state the reason for ceasing to act, and clause 6.7 applies.

10.7

Management measures shall be operative before any further work is performed on the affected matter. Where measures cannot be put in place immediately, work on the matter shall be suspended.

10.8

Personnel shall not circumvent, weaken or seek exemption from an Information Barrier or any other measure imposed under this clause 10. Any attempt to do so is a breach of this Policy and is dealt with under clause 16.

12.Personal conflicts and outside interests

12.1

Personnel shall declare their Outside Interests on appointment, on each annual declaration, and within five Business Days of any new Outside Interest arising or any existing declaration ceasing to be accurate. A nil return is required where there is nothing to declare.

12.2

The following are declarable in every case:

(a)any directorship, partnership, trusteeship, consultancy, employment or office held with any other organisation;
(b)any shareholding or other financial interest in a Client, a counterparty, a competitor, or an entity participating in or bidding for a Project, other than an interest held through a diversified collective investment scheme over which the individual exercises no control;
(c)any interest, direct or indirect, in land, minerals, licences or assets that are the subject of, or adjacent to, a Project;
(d)any close personal, family or household relationship with a director, officer, employee or beneficial owner of a Client or counterparty;
(e)any relationship with a Public Official whose functions bear on a Project, and any position held by a Connected Person within a governmental, regulatory or state-controlled body;
(f)any public office held or sought, any candidacy for elected office, and any office held within a political party;
(g)any employment or engagement by the individual, or by a Connected Person, with a Client or counterparty within the preceding twenty-four months;
(h)any loan, guarantee, financial obligation or continuing financial dependency as between the individual and a Client or counterparty;
(i)any remuneration, commission, fee or benefit receivable by the individual from a person other than the Company in connection with the Company’s work; and
(j)any actual or threatened litigation, arbitration or investigation involving the individual and a Client, counterparty or Public Official.

12.3

Declaration is not approval. An individual who has declared an Outside Interest shall not act on the affected matter until the Compliance Officer has recorded a decision under clause 14.

12.4

Directors shall in addition comply with their statutory duties. A director shall avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, in accordance with section 175 of the Companies Act 2006. A director shall not accept a benefit from a third party conferred by reason of their being a director or of their doing or not doing anything as director, in accordance with section 176. A director shall declare the nature and extent of any interest in a proposed transaction or arrangement with the Company under section 177, and in an existing transaction or arrangement under section 182, failure to make a declaration under section 182 being an offence under section 183. Every such declaration shall be minuted by the Board and entered on the Conflicts Register.

12.5

An individual with a personal interest in a decision shall recuse themselves from that decision. Recusal extends to the discussion preceding the decision and to any attempt to influence it informally. Recusal applies to decisions concerning Engagements, the selection of suppliers and subcontractors, and the recruitment, appraisal, remuneration and promotion of Personnel. Recusal shall be recorded in the minutes or in the Conflicts Register. Decisions from which an individual has recused themselves shall continue to be taken in accordance with the Equality Act 2010 and the Company’s ordinary procedures.

12.6

Personnel shall not undertake outside employment, consultancy or business activity that competes with the Company, that uses Confidential Information obtained through the Company, that uses the Company’s name, premises, systems or resources, or that impairs their ability to perform their duties, without the prior written approval of the Compliance Officer.

12.7

Personnel shall not acquire, dispose of or deal in any interest in a Project, an asset or a security where they have obtained information about it through the Company, and shall not procure or encourage another person to do so. Personnel shall not use information obtained in the course of their duties for personal advantage. Where information held is unpublished price-sensitive information relating to securities, Personnel shall in addition comply with Part V of the Criminal Justice Act 1993.

12.8

Where a Public Official, or a former Public Official, is proposed for employment or engagement by the Company, the proposal shall be referred to the Board before any offer is made. No offer of employment, engagement, internship or other benefit shall be made to a Public Official, or to a Connected Person of a Public Official, in circumstances where it could be perceived as an inducement in relation to a Project, an application or an approval. Such an offer may constitute an offence under sections 1 or 6 of the Bribery Act 2010, and the Company’s Anti-Bribery & Anti-Corruption Policy (FGL-LEG-10) applies in full.

12.9

Personal declarations contain personal data and, where they concern Connected Persons, personal data relating to third parties. Such data is processed only for the purposes of this Policy, is held with restricted access, and is retained and disposed of in accordance with the Data Retention & Records Management Policy (FGL-LEG-06).

13.Gifts, hospitality and related benefits

13.1

Gifts and hospitality are governed principally by the Anti-Bribery & Anti-Corruption Policy (FGL-LEG-10). This clause 13 addresses the separate question of the Conflict that a gift or hospitality creates or evidences, which arises whether or not any offence is committed.

13.2

A gift or hospitality offered or received is capable of creating an obligation, an expectation or an appearance of partiality. Personnel shall decline anything that a reasonable and informed observer could regard as capable of influencing, or of being intended to influence, the Company’s advice, its allocation of attention, or any decision it takes or supports.

13.3

The following are prohibited without exception:

(a)cash, cash equivalents, vouchers, loans, discounts and personal services;
(b)any gift or hospitality offered or received while an application, tender, evaluation, approval or licensing decision affecting a Project is live, where the offeror or recipient is a Public Official or a person connected with that process;
(c)any gift or hospitality solicited, whether directly or by implication;
(d)any gift or hospitality that the offeror asks not be disclosed or recorded;
(e)any gift or hospitality offered or received on behalf of the Company through an intermediary in order to obscure its origin; and
(f)facilitation payments of any kind, irrespective of local practice or of the amount involved.

13.4

Hospitality offered by a party on the other side of a live negotiation, tender or dispute in which the Company acts shall be declined, irrespective of value, and the offer shall be reported to the Compliance Officer.

13.5

All gifts and hospitality offered, given, received or declined shall be recorded in the gifts and hospitality register maintained under the Anti-Bribery & Anti-Corruption Policy (FGL-LEG-10). Where the gift or hospitality relates to an open Engagement, a live decision or a Public Official, a corresponding entry shall be made on the Conflicts Register and cross-referenced.

13.6

Personnel shall report any offer that they have declined as well as any benefit they have accepted. The obligation to record is not limited to benefits above any threshold; the threshold determines whether pre-approval is required, not whether the matter is recorded.

13.7

Sponsorships, charitable donations, community contributions and political donations may create Conflicts in the same way as gifts. No such payment shall be made in connection with a Project, or to a body nominated or influenced by a Public Official or a counterparty, without the prior written approval of the Board, which shall be recorded on the Conflicts Register. The Company makes no political donations.

13.8

A breach of this clause 13 may also constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010, and may expose the Company to the corporate offence under section 7 of that Act. The procedures in this Policy and in FGL-LEG-10 form part of the procedures the Company maintains to prevent bribery by persons associated with it.

14.Escalation and decision authority

14.1

A Conflict shall be raised with the Engagement Lead and the Compliance Officer. Where the Engagement Lead is implicated, or where the individual raising the matter prefers, it may be raised with the Compliance Officer alone.

14.2

Decision authority is allocated as follows:

(a)a Conflict assessed as not material may be determined by the Compliance Officer;
(b)a Material Conflict shall be determined by the Board, or by a director designated by the Board who has no involvement in the affected Engagement and no interest in the outcome;
(c)a Conflict falling within clause 5.3, involving parties on opposite sides of the same Project, shall be determined by the Board;
(d)a Conflict involving a director shall be determined by the Board without the participation of that director, and the director shall not be counted in the quorum for that decision;
(e)a Conflict involving the Compliance Officer shall be determined by the Board, and the Compliance Officer shall take no part in the assessment; and
(f)a decision to decline or to cease to act may be taken by the Compliance Officer at any time.

14.3

No individual shall determine a Conflict in which they have an interest, and no individual shall determine a Conflict affecting an Engagement from which their remuneration directly benefits.

14.4

The Compliance Officer has standing authority, without prior reference to any other person, to suspend work on a matter, to impose an Information Barrier, to require the recusal or removal of an individual from a matter, and to direct that the Company decline or cease to act. A direction to decline or cease to act may be overridden only by the Board, acting unanimously and excluding any interested director, and only where the reasons for doing so are recorded in the minutes and on the Conflicts Register.

14.5

A decision shall be taken within five Business Days of the Conflict being reported. Where a decision cannot be taken within that period, interim measures shall be imposed and work on the affected matter suspended until the decision is made.

14.6

The Compliance Officer may obtain external legal or professional advice on any Conflict. The cost of doing so shall not be borne by, or charged to, the Client whose matter is affected.

14.7

Personnel who believe that a Conflict has not been properly identified, assessed, recorded or managed, or that this Policy has been circumvented, may raise the matter confidentially under the Whistleblowing & Speak-Up Policy (FGL-LEG-14). The Company shall not subject any individual to dismissal or to any detriment for raising such a concern, and the protections available under the Public Interest Disclosure Act 1998 apply to qualifying disclosures.

14.8

A Client or counterparty who believes that the Company is affected by an unmanaged Conflict may raise the matter through the enquiry form at fratresgroup.com/contact. The Company shall acknowledge the matter within five Business Days and shall determine it under this clause 14. Where the person remains dissatisfied, the Complaints Handling Procedure (FGL-LEG-17) applies.

15.Records, retention and confidentiality

15.1

The Company shall create and retain a written record of every Conflict identified, of the assessment carried out, of the measures imposed, of the decision taken and of the person or body that took it. Records shall be made contemporaneously and shall not be reconstructed after the event.

15.2

The records maintained under this Policy comprise:

the Conflicts Register and all entries and amendments to it;
intake conflicts checks and their recorded outcomes, including checks that identified no Conflict;
assessments carried out under clause 9 and the reasoning supporting them;
the written terms of every Information Barrier, the record of individuals admitted to and removed from each side, and the results of testing;
requests for consent, the information provided with them, and the responses received;
declarations of Outside Interests, annual declarations and nil returns;
records of recusal and of decisions taken in the absence of a recused individual;
board minutes recording declarations and determinations; and
records of matters declined and Engagements from which the Company has withdrawn.

15.3

Records shall be retained for a period of not less than six years from the later of the closure of the relevant Conflicts Register entry and the conclusion of the Engagement to which it relates, and thereafter disposed of securely in accordance with the Data Retention & Records Management Policy (FGL-LEG-06). Records forming part of the Company’s statutory books shall be retained for so long as the Companies Act 2006 requires.

15.4

Where records are subject to a legal hold arising from actual or anticipated litigation, an investigation, or a request from a competent authority, they shall be preserved notwithstanding any retention period that would otherwise apply.

15.5

Records maintained under this Policy are Confidential Information of the Company and, where they concern a Client, of that Client. They shall not be disclosed except to the Board, to the Compliance Officer, to persons authorised under clause 8.6, to the Company’s professional advisers and insurers, to auditors, and to a competent authority where disclosure is required by law.

15.6

A data subject may request access to personal data held about them under Article 15 of the UK GDPR. The Company shall provide such data save to the extent that doing so would adversely affect the rights and freedoms of others or would fall within an exemption under the Data Protection Act 2018, including where disclosure would prejudice the prevention or detection of crime. Requests should be submitted through the enquiry form at fratresgroup.com/contact and will be acknowledged within five Business Days. A data subject who remains dissatisfied has the right to lodge a complaint with the Information Commissioner’s Office.

16.Training, breach, monitoring and review

16.1

All Personnel shall receive training on this Policy on appointment and at least annually thereafter. Training shall address the categories of Conflict, the intake and ongoing identification obligations, the operation of Information Barriers, and the escalation routes. Attendance and completion shall be recorded.

16.2

The Compliance Officer shall monitor compliance with this Policy, including by reviewing the Conflicts Register at least quarterly, sampling intake checks, testing Information Barriers, and reviewing declarations of Outside Interests. The Compliance Officer shall report to the Board on the operation of this Policy at least annually, and immediately on any material breach.

16.3

The following constitute breaches of this Policy:

(a)failing to declare an Outside Interest, or making an inaccurate or incomplete declaration;
(b)failing to report a Conflict within the period required by clause 7.3;
(c)performing substantive work on a matter before conflicts clearance has been recorded;
(d)circumventing, weakening or ignoring an Information Barrier or any other measure imposed under clause 10;
(e)acting on a matter despite a direction of the Compliance Officer or the Board;
(f)obtaining a consent on the basis of incomplete or misleading disclosure;
(g)using Confidential Information belonging to one party for the benefit of another, of the Company or of any individual; and
(h)failing to record a Conflict, an assessment, a measure or a decision as this Policy requires.

16.4

A breach shall be investigated and may result in disciplinary action up to and including summary dismissal for employees, and termination of the relationship for consultants, contractors and agents. Where a breach may involve a criminal offence, including under the Bribery Act 2010, the Proceeds of Crime Act 2002 or the Criminal Finances Act 2017, the Company shall take advice and shall make such report as the law requires, including a report to the National Crime Agency where the Proceeds of Crime Act 2002 or the Terrorism Act 2000 so requires.

16.5

Where a breach has, or may have, affected the advice given to a Client or the conduct of a Client’s matter, the Company shall notify that Client, shall explain what occurred and what has been done in response, and shall inform its professional indemnity insurers. The Company shall not conceal a breach from an affected Client in order to protect its own position.

16.6

This Policy shall be reviewed by the Board at least annually and in addition on any material change to the Company’s business, its sectors, its jurisdictions or the applicable law. Each review, its date and its outcome shall be recorded, and the version date at the head of this Policy shall be updated on republication.

16.7

This Policy does not form part of any contract of employment or of engagement and may be amended by the Board at any time. Compliance with it, as amended and published from time to time, remains a condition of appointment.

16.8

This Policy, and any non-contractual obligation arising out of or in connection with it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction in respect of it.

Where to raise a conflict

Personnel raise Conflicts internally with the Compliance Officer. Clients, counterparties and other persons outside the Company should use the enquiry form at fratresgroup.com/contact, which is the Company’s only published channel. Matters raised there are recorded, routed and acknowledged within five Business Days.

This Policy is issued by Fratres Limited, registered in England and Wales, and forms part of the Company’s published legal register at fratresgroup.com/legal.

Related policies

Whistleblowing & Speak-Up PolicyProtected channels for raising concerns about wrongdoing, the handling process, and the protections available to those who report.FGL-LEG-14 Modern Slavery & Human Trafficking StatementSteps taken to identify and address modern slavery and human trafficking risk in the firm’s operations and supply relationships.FGL-LEG-15 ESG & Responsible Business PolicyEnvironmental, social and governance commitments applied to the projects the firm supports and the mandates it accepts.FGL-LEG-16 Complaints Handling ProcedureHow to raise a complaint, the acknowledgement and investigation timeline, and the escalation route if the outcome is unsatisfactory.FGL-LEG-17

Full legal register