Article 30. Conflicts of interest: Without prejudice to the applicable legal and statutory regulations and in response to the contractual obligations acquired, a conflict of interest is understood to be any situation or event in which the personal, direct or indirect, interests of employees, whatever their level, or of an administrator, or those of their relatives or close friends are or may come to be in opposition to those of the Company, interfere or may interfere with the duties that are within the Company realm or lead or may lead to act in their performance for reasons other than the correct and real fulfillment of their responsibilities.
Paragraph: Conflicts of interest can be classified as sporadic or permanent. Sporadic conflicts are those that arise in a particular situation and in an isolated manner, and permanent conflicts are those in which the circumstances that give rise to the conflict are maintained without interruption.
Article 31. Duties of abstention: SOPHOS employees and administrators must refrain from incurring in situations that imply conflict of interest. Consequently, employees or administrators who are or believe to be involved in a situation that implies a conflict of interest, must refrain from intervening, directly or indirectly, in the deliberations or decisions and other activities within the scope of their functions, regarding the situation. identified conflict of interest.
In the case of a member of the Board of Directors and without prejudice to the provisions of the law, the General Assembly of Shareholders may authorize the performance of the act by the member of the Board of Directors when it does not harm the interests of The Company or the interests of a third party that by reason of its functions The Company must defend.
Article 32. Prohibited conduct: SOPHOS administrators and employees must refrain from the following behaviors:
- Establish or acquire companies or businesses that compete with SOPHOS or its subsidiaries, or be partners, employees or administrators of these, except for the provisions on the matter in the Company’s Bylaws for administrators
- Use their position, authority or the information they know in the exercise of their position, confidential or not, to carry out any kind of personal business or for the benefit of third parties, even within the year following their retirement from The Company
- Carry out actions for SOPHOS or its affiliates with people with whom there is some type of personal, commercial or financial relationship, without the prior approval of the hierarchical superior, as well as with people of whom there is well-founded knowledge of behavior contrary to the law or ethics. Any negotiation or operation carried out between SOPHOS, its subsidiaries or its parent company and persons related to its administrators and employees must be carried out in market terms
- Foster the interests of one client to the detriment of the interests of another client
- Misusing the Company’s assets, treating them or handling them carelessly according to their nature or allocating them to activities other than those of SOPHOS
- Participate in personal activities that interfere with work hours, their performance or the performance of their duties, unless authorized by The Company
- Omitting the controls which have been established in the procedures for the knowledge of the client for the purposes of prevention and control of money laundering and financing of terrorism ML / TF of SOPHOS, as well as omitting the reporting of unusual or suspicious situations or operations
- Issue or present opinions or positions before third parties and before the media in relation to the matters under their charge or the activities carried out in SOPHOS or its subsidiaries, unless they have express authorization to do so
- Carry out or cover up activities that are contrary to the law or ethics, or that may affect the image, good name and reputation of SOPHOS, and
- Failure to inform The Company about situations that may involve a conflict of interest, in the manner established in this title
Article 33. Duty of disclosure and procedure to follow in case of conflict of interest:The directors, employees or administrators who are or believe to be involved in a situation that implies a conflict of interest, must immediately report it to the hierarchical superior, in the case of employees, or to the Board of Directors, in the case of administrators as soon as they have knowledge of the constitutive situation of conflict of interest.
If an employee or administrator is involved in a permanent conflict of interest, and the situation may affect all of the Company’s operations, this should be understood as a cause for mandatory resignation by the affected party since it makes it impossible to exercise his position.
If it is the Internal Auditor who is in a situation that implies a conflict of interest, he or she must inform the President of the company.
Notwithstanding the provisions of the law, in the case of a member of the Board of Directors, the latter must inform the Shareholders’ Meeting, supplying all the information that is relevant for said body to adopt the decision it deems pertinent.
Doubt regarding acts that imply conflicts of interest does not exempt administrators from the obligation to refrain from participating in the respective activities, acts or decisions.
In any case, the Shareholders’ Meeting is the body in charge of knowing and managing the conflicts of interest between the Company and the shareholders, as well as those that arise between the members of the Board of Directors and the members of senior management.
Relevant conflict of interest situations, understood as those that would oblige the affected party to abstain from participating in a meeting and / or voting, in which the members of the Board of Directors or other Administrators are, will be published and informed.
annually in the Management Report issued by the President of Sophos