Managing and Disclosing Conflicts to Protect Company Interests
Bentley Music Group and its subsidiaries (collectively known as "BMG") recognize and are committed to maintaining, observing and practicing the high ethical standards of professionalism and integrity at all times in respect of its business and operation. All Directors, Key Senior Management and employees (who is involved in decision making) of BMG are expected to discharge their duties with integrity, impartiality and professionalism at all times, and to avoid any conflict of interest that may arise in the performance of their duties.
Conflict of interest arise when a person directly or indirectly has an involvement through family relationship, related companies, related parties, company shareholdings or employment position or through position of authority giving rise to conflict of interest or where their personal interests override or compromises the best interests of BMG.
2.1 The objective of this policy is to set out what constitutes conflict of interest and to provide guidance on how to deal with situations involving conflict of interest as when they arise. This policy is to ensure that actual, potential and perceived conflicts of interest are identified and managed effectively.
2.2 This policy is intended to apply to:
(a) all Directors, Key Senior Management and employees (who is involved in decision making) of BMG, to declare during the onboarding process, on an annual or an ad hoc basis.
(b) all suppliers, vendors and business associates who are dealing with BMG, to declare during the onboarding process, renewal of the business relationship or as soon as they become aware of any changes to their current interests.
2.3 The scope of this policy is relatively wide in its coverage of activities that may give rise to conflicts of interest. As it is not possible for the policy to be all inclusive, Directors, Key Senior Management and employees (who is involved in decision making) must exercise reasonable judgment and seek to comply with this policy.
3.1 "Beneficial interest" refers to the right to receive economic benefits from an asset without being the legal owner of the asset, for instance, entitlement of income from shares held through a nominee.
3.2 "Conflict of interest" is a situation in which an individual's personal interest clashes with the professional interest owed to his/her employer, potentially undermining the impartiality of the individual concerned. A real conflict of interest exists at the present time and a potential conflict of interest could be reasonably foreseeable to exist in the future.
3.3 "Employees" refers to the employee of the Group who is involved in decision making process, ie. making choices by gathering information, assessing alternative resolutions and identify a decision.
3.4 "Family member" in relation to a person means such person who falls within any one of the following categories: (a) spouse (b) parent; (c) child including an adopted child and step-child; (d) brother or sister; and (e) spouse of the person referred to in subparagraphs (c) and (d) above.
3.5 "Material" in relation to shareholding means equity ownership of 5% or more.
4.1 A conflict of interest would arise where a person's ability to perform his/ her duties effectively or impartially is potentially impaired by personal interest, considerations or relationships.
4.2 Generally, conflict of interest may be described under the following broad categories:
This is where a Director, Key Senior Management or any employees (who is involved in decision making) hold shares or equity ownership in other private entities, and in particular where they are conducting business activities with BMG, either directly or indirectly (e.g. through a family member). This does not apply to the shares held in public listed companies which have business relationship with BMG, unless such holding is considered to be material and the interest is likely to impair the objectivity of the Directors, Key Senior Management and the employees (who is involved in decision making).
This applies to situations where a Director or Key Senior Management or employees (who is involved in decision making) holds a position or has an interest in entities having a business relationship with BMG, including financial interest in any of BMG's projects, contracts, sale, transactions, or other business dealing or have family members, close relatives or associates with such interests. An instance would be where an employee (who is involved in decision making) of BMG is a Director of a company supplying goods to BMG. Such situation would result in a conflict of interest.
This refers to situations where BMG purchases, dispose or leases property, equipment, materials, etc from Directors or Key Senior Management or their family members or enters into contractual arrangements with Directors or Key Senior Management or their family members (other than employment contracts). Such situation give rise to a conflict of interest and should be declared.
If a Director, Key Senior Management or employees (who is involved in decision making) or their family member has financial or other interests or any involvement in the business of a competitor or business associate, or holds a directorship in a competitor or business associate, such a situation would give rise to a conflict of interest or potential conflict of interest. This does not apply to the holding of publicly quoted shares of competitor or business associates' companies, unless such holding is considered to be material and the interest is likely to impair the objectivity of the Director or Key Senior Management concerned.
If a Director or Key Senior Management or employee (who is involved in decision making) has accepted employment with a competitor or business associates, this could also result in a conflict of interest during the period which he/she is still employed with BMG, especially if the Director or Key Senior Management or employee (who is involved in decision making) is dealing with sensitive or confidential information. As such, the conflict of interest or potential conflict of interest must be declared immediately upon acceptance of employment with the competitor or business associates to enable BMG to take the necessary actions to manage the conflict of interest or potential conflict of interest.
A conflict of interest or potential conflict of interest would exist if a family member of the Director or Key Senior Management or employee (who is involved in decision making) has a reporting relationship with the Director or Key Senior Management. An employee (who is involved in decision making) should not be in the same department/division as a family member, and should not directly or indirectly supervise, or be in a position to influence the hiring, work assignment or assessment of the family member.
A conflict of interest would also arise if a Director or Key Senior Management or employee (who is involved in decision making) has a family member with an interest (e.g. in the form of ownership, directorships, partnerships, employment, etc.) in entities which have a contractual arrangement with BMG. An instance would be where an employee (who is involved in decision making)'s spouse is working in a company providing consultancy services to BMG. This also applies to situations where a family member of BMG's employee (who is involved in decision making) is working in a company bidding for a project to be awarded by BMG, although there is no contractual arrangement yet.
All Directors, Key Senior Management and employees (who is involved in decision making) of BMG are responsible for identifying and managing conflicts of interest on an ongoing basis and are required to:
(a) Comply with this policy and other applicable policies and guidelines relating to the identification, documentation, escalation and management of conflicts of interest;
(b) Act with objectivity, integrity and independence, and exercise sound judgement and discretion;
(c) Act in the best interest of BMG and in the event of any conflict between his/her duty to act in the best interest of BMG and his/her personal interest, he/she shall not subordinate his/her duty to act in the best interest of BMG against his/her personal interest.
(d) Protect the confidential business information of BMG (includes business, financial, legal, personal data, intellectual property, contractual records and documents comprising e-mails, letters, reports, drawings, calculations, forms, licences, agreements, computers software or files of whatever nature and information belonging to BMG) and never use it for their own benefit or the benefit of other persons or to recommend or cause a third party to do so;
(e) Avoid, wherever possible, situations giving rise to conflicts of interest as described in this policy; and
(f) Immediately declare the conflict of interest in accordance with this policy, abstaining from the decision-making process and not seek to influence such decisions any further.
6.1 Any conflict of interest must be declared by filling up the Conflict of Interest Declaration Form (for Directors, Key Senior Management and employees (who is involved in decision making), is as attached in Appendix A; for suppliers, vendors and business associates, is as attached in Appendix B). The declaration shall be made as and when the conflict arises, and shall be made at the earliest opportunity. i.e. as soon as the Director, Key Senior Management or employee (who is involved in decision making) becomes aware of the conflict. Any information disclosed under this Policy shall be strictly confidential.
6.2 The conflict of interest involving employees (who is involved in decision making) must be escalated to the Head of Department ("HOD") or his/her direct superior for further action. The completed Declaration Form shall be forwarded to Human Resource Department ("HRD") by the HOD of the person with the conflict concerned. HRD is responsible for monitoring conflicts of interest involving employees (who is involved in decision making). HRD shall review the actions taken to address the conflict and decide, on a case-by-case basis whether such actions are appropriate and/or sufficient. When necessary, the matter shall be escalated to Chief Executive Officer for a decision to be made. HRD shall maintain records of all conflict on interest declarations as well as other related documents of the employees (who is involved in decision making).
6.3 For conflict of interest involving Directors and Key Senior Management, the conflict must be disclosed to the Audit Committee and the Board of Directors and recorded by the Company Secretary. The Company Secretary shall maintain records of the declarations and any other related documents.
6.4 For conflict of interest involving suppliers, vendors and business associates, the declaration should be made to our Operations Department or to the relevant HOD. The Head of Operations/the relevant HOD will review the declaration and propose action plan on how to mitigate or resolve if conflict does exist. Head of Operations/ the relevant HOD shall maintain the records of the declarations and any other related documents.
6.5 In addition to the declaration, the person with the conflict and the respective HOD must take reasonable steps to manage the conflict and to mitigate the impact of the conflict on the negotiation/discussion/decision making process. The participation of the person with conflict should be limited and restricted. Such limitation or restriction should include, but is not limited to the following:
(a) Abstaining from the matter, including any involvement, discussion and/or during the process of decision making;
(b) Limiting access to information;
(c) If necessary, re-arranging duties or responsibilities to a non-conflicting function but not to a person who is supervised by the person with the conflict;
(d) Transferring the person with the conflict to another project or another area of the Company.
Failure to disclose a conflict of interest is a breach of this policy and may lead to disciplinary action.
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