Conflict of Interest Policy
This policy applies to every director, officer, employee, contractor and intern of Prodia Systems Ltd ("Prodia"). It is adopted under directors' duties in sections 228 and 231 of the Companies Act 2014 (duty to avoid conflicts and duty to declare interests in proposed transactions).
1. What constitutes a conflict
- Direct or indirect financial interest in a customer, supplier, competitor or counterparty of Prodia.
- External employment, consulting, advisory roles, or board seats that could affect judgment or use Prodia confidential information.
- Personal relationships (family, household, romantic) that could influence procurement, hiring or performance review.
- Acceptance of gifts, hospitality or favours that exceed nominal value.
- Use of Prodia time, code, models, data, infrastructure or confidential information for personal projects.
2. Disclosure obligations
- Disclose any actual, potential or perceived conflict in writing to your manager and to governance@prodia.dev promptly upon becoming aware of it.
- Directors must declare interests in proposed transactions in accordance with section 231 of the Companies Act 2014 and recuse themselves from voting.
- Annual conflicts disclosure is required from all personnel; ad-hoc disclosure is required whenever circumstances change.
3. Management of disclosed conflicts
Disclosed conflicts are recorded in the conflicts register and managed by recusal, reassignment, supervision, divestment or, where the conflict cannot be mitigated, termination of the conflicting interest or relationship.
4. Gifts and hospitality
- Gifts of more than nominal value (indicative threshold EUR 100) may not be accepted without prior written approval.
- Cash, cash equivalents and political contributions on behalf of Prodia are prohibited.
- Hospitality must be modest, infrequent, and connected to a legitimate business purpose.
5. Enforcement
Failure to disclose a conflict, or breach of a managed-conflict arrangement, is a disciplinary matter and may constitute grounds for dismissal, removal from office, or termination of contract. Material breaches affecting financial reporting will be reported to the board's audit function.