NOVARIC® Conflicts of Interest Policy

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NOVARIC® Conflicts of Interest Policy

Ethics, Risk & Compliance Framework

Identifying, disclosing, and managing conflicts of interest across all NOVARIC® operations

Document ID: NOVARIC-POL-COI-001 Version: v1.0 Effective: March 2026 Review: March 2027
Owner: NOVARIC® Ethics, Risk & Compliance Function Classification: Public Status: Active

1. Introduction

1.1 Purpose

At NOVARIC®, integrity and objectivity are fundamental to how we operate. As a trusted recruitment and workforce solutions provider, our decisions must always serve the best interests of our candidates, clients, partners, and the organisation.

This Policy establishes a clear framework for identifying, disclosing, and managing conflicts of interest to ensure that all business decisions are made ethically, transparently, and without improper influence.

It supports NOVARIC®’s commitment to fairness, accountability, and professional integrity in all activities. It builds on the NOVARIC® Code of Ethics and the NOVARIC® Doing Business Ethically Policy.

EU Legal Basis: Treaty on European Union Art. 2 (values: dignity, equality, rule of law)  |  Directive 2014/65/EU MiFID II Art. 23 (conflicts of interest in professional services)  |  GDPR EU 2016/679 (impartial data processing)  |  EU Charter of Fundamental Rights Art. 47 (right to effective remedy and fair decision-making)

1.2 Scope and Applicability

This Policy applies to:

  • All NOVARIC® employees and leadership
  • Contractors, consultants, and temporary staff acting on behalf of NOVARIC®

It covers all situations where personal, financial, or relational interests could influence—or appear to influence—professional judgement.

EU Legal Basis: Directive 2006/43/EC (statutory audit — independence and conflict standards)  |  Directive 2019/1937 (scope of whistleblower protection)  |  OECD Guidelines for Multinational Enterprises (conflict of interest governance)

1.3 Exceptions

No exceptions to this Policy are permitted.

1.4 Roles and Responsibilities

Role Responsibilities
All Employees
  • Avoid actual, potential, and perceived conflicts of interest
  • Disclose conflicts promptly and transparently
  • Update disclosures when circumstances change
  • Comply with mitigation measures
Managers
  • Promote a culture of openness and trust
  • Review disclosures objectively and confidentially
  • Implement and monitor mitigation actions
Ethics, Risk & Compliance Function
  • Provide guidance and oversight
  • Maintain policy standards and processes
  • Support training and awareness

2. Principles

2.1 Identifying and Avoiding Conflicts of Interest

A conflict of interest arises when personal interests interfere—or appear to interfere—with professional responsibilities.

At NOVARIC®, employees must:

  • Act in the best interest of the organisation at all times
  • Recognise situations that may compromise objectivity
  • Avoid circumstances that could damage trust or reputation
If uncertainty exists, employees must seek guidance before proceeding.
EU Legal Basis: Directive 2014/65/EU MiFID II Art. 23 (managing conflicts in professional services)  |  GDPR Art. 5(1)(a) (lawful, fair, and transparent processing)  |  ISO 37001:2016 (anti-bribery — conflict of interest controls)

2.2 Disclosing Conflicts of Interest

Transparency is essential.

Employees must:

  • Disclose any actual, potential, or perceived conflict as soon as identified
  • Inform their manager and relevant compliance function
  • Ensure disclosures are complete and accurate
  • Update disclosures when situations evolve
Disclosure is not an admission of wrongdoing—it is a safeguard for integrity.
EU Legal Basis: Directive 2019/1937 (whistleblower protection — reporting channels and confidentiality)  |  Directive 2006/43/EC Art. 22 (independence obligations and disclosure)  |  OECD Anti-Bribery Convention (transparency and self-reporting)

2.3 Addressing Conflicts of Interest

All disclosed conflicts must be actively managed.

Appropriate actions may include:

  • Removing the employee from decision-making processes
  • Reassigning responsibilities
  • Implementing oversight or controls
  • Terminating or modifying the conflicting activity

Managers are responsible for ensuring fair and balanced resolutions.

EU Legal Basis: Directive 2014/24/EU Art. 24 (conflicts of interest in procurement decisions)  |  ISO 19600:2014 (compliance management — mitigation and remediation)  |  Maltese Civil Service Code (conflict resolution procedures)

2.4 Monitoring Conflicts of Interest

Conflicts of interest require ongoing oversight.

NOVARIC® ensures that:

  • Mitigation measures are implemented and effective
  • Ongoing conflicts are reviewed regularly
  • Adjustments are made when circumstances change
EU Legal Basis: ISO 31000:2018 (continuous risk monitoring)  |  CSRD 2022/2464 (sustainability risk monitoring and reporting)  |  Directive 2006/43/EC (ongoing independence monitoring)

3. Types of Conflicts of Interest

The following are common categories relevant to NOVARIC® operations.

3.1 External Engagements (Including Outside Employment)

Employees must avoid external activities that interfere with their responsibilities.

This includes:

  • Employment or consulting with competitors, clients, or suppliers
  • Activities that reduce performance or objectivity
  • Use of NOVARIC® time, resources, or confidential information
Any external engagement must be disclosed and approved where necessary.
EU Legal Basis: Directive 2019/1152/EU Art. 9 (restrictions on parallel employment)  |  Albanian Labour Code Art. 116 (employee loyalty obligations)  |  Maltese Employment and Industrial Relations Act Cap. 452 (employment exclusivity)

3.2 Personal Financial Interests

Conflicts may arise when employees have financial interests in organisations that:

  • Are clients, suppliers, or competitors of NOVARIC®
  • Could benefit from NOVARIC® decisions

Employees must not:

  • Influence business decisions for personal financial gain
  • Participate in decisions involving entities where they hold significant interest
EU Legal Basis: Directive 2014/65/EU MiFID II (financial conflicts and personal account dealing)  |  EU Market Abuse Regulation EU 596/2014 (insider dealing and market manipulation)  |  Directive 2013/34/EU (related party transaction disclosure)

3.3 Family and Personal Relationships

Personal relationships can impact professional objectivity.

Employees must not:

  • Be involved in hiring, supervision, or evaluation of close relatives or partners
  • Influence decisions involving family members or close personal relationships

In recruitment activities, strict neutrality must be maintained.

EU Legal Basis: Directive 2000/78/EC Art. 2 (equal treatment — personal relationships must not affect decisions)  |  Directive 2006/54/EC (gender equality — nepotism prevention)  |  GDPR Art. 5(1)(a) (fairness in data processing and decisions)

3.4 Gifts, Hospitality, and Other Benefits

Employees must avoid accepting benefits that could influence decision-making.

Prohibited

  • Cash or cash-equivalent gifts
  • Benefits that create obligation or bias

Permitted only if

  • Modest, infrequent, and transparent
  • Clearly unrelated to decision-making influence
  • Compliant with legal and company standards
When in doubt, the benefit must not be accepted.
EU Legal Basis: OECD Anti-Bribery Convention 1997 (gifts and hospitality standards)  |  ISO 37001:2016 (gifts and hospitality controls)  |  Prevention of Corruption Act Malta Cap. 568  |  Albanian Penal Code Art. 244 (passive corruption and undue benefits)

3.5 Other Situations

Conflicts may arise in additional contexts, including:

  • Access to confidential information that could advantage a personal interest
  • Personal relationships with candidates or clients that could affect objectivity
  • Dual roles in competing or related organisations
Any situation that could compromise objectivity must be disclosed.
EU Legal Basis: GDPR Art. 5(1)(f) (confidentiality and integrity of processing)  |  Directive 2016/943/EU (protection of trade secrets)  |  ISO 27001:2022 (information security and access controls)

4. Controls

NOVARIC® implements controls to ensure effective management of conflicts, including:

  • Disclosure procedures and registers
  • Approval and documentation processes
  • Regular compliance reviews and audits
  • Training and awareness initiatives
EU Legal Basis: ISO 19600:2014 (compliance management systems)  |  ISO 37001:2016 (anti-bribery controls)  |  Directive 2006/43/EC (audit independence controls)  |  CSRD 2022/2464 (sustainability and governance controls)

5. Breach of This Policy

Failure to comply with this Policy may result in:

  • Corrective actions
  • Disciplinary measures
  • Termination of employment or contractual relationships

All suspected or actual violations must be reported through official channels — see Misconduct Reporting Procedure.

NOVARIC® ensures confidentiality and prohibits retaliation against individuals who report concerns in good faith.
EU Legal Basis: Directive 2019/1937 (whistleblower protection and non-retaliation)  |  Maltese Whistleblower Protection Act Cap. 527  |  Albanian Law on Protection of Whistleblowers No. 60/2016  |  GDPR Art. 82 (liability for breach)

6. Definitions

Term Definition
Conflict of Interest A situation where a personal, financial, or relational interest interferes—or appears to interfere—with professional duties and obligations.
Actual Conflict A direct and existing conflict that is already affecting or influencing professional decision-making.
Potential Conflict A future or possible conflict that has not yet affected a decision but could do so if circumstances change.
Perceived Conflict A situation that, in the eyes of a reasonable observer, appears to create a conflict of interest, regardless of actual influence.
Disclosure The formal act of reporting an actual, potential, or perceived conflict of interest to management or the Ethics, Risk & Compliance Function.
External Stakeholder Any individual or organisation that is not a NOVARIC® employee but interacts with NOVARIC® in a professional capacity.
Closely Related Person A family member, domestic partner, or individual with whom an employee has a close personal relationship that could influence professional judgement.

7. Closing Statement

At NOVARIC®, trust is built on objectivity and fairness.

By proactively identifying and managing conflicts of interest, we:

  • Protect our reputation and credibility
  • Ensure fair and unbiased decision-making
  • Strengthen relationships with candidates, clients, and partners

Every employee plays a role in upholding these standards.

Integrity is not optional—it is essential.

EU & International Legal Compliance Matrix

Framework / Directive Policy Area Section
GDPR (EU 2016/679) Impartial data processing, confidentiality, fair decisions 1.1, 2.1, 3.5
Directive 2014/65/EU (MiFID II) Conflicts of interest in professional services 1.1, 2.1, 3.2
Directive 2019/1937 Whistleblower protection, speak-up and non-retaliation 2.2, 5
Directive 2014/24/EU Conflicts of interest in procurement and external engagements 2.3, 3.1
Directive 2000/43/EC Racial equality — unbiased recruitment decisions 3.3
Directive 2000/78/EC Equal treatment — personal relationships must not affect decisions 3.3
Directive 2019/1152/EU Restrictions on parallel employment 3.1
Directive 2006/43/EC Audit independence and ongoing conflict monitoring 2.4, 4
EU Market Abuse Regulation EU 596/2014 Financial conflicts and insider dealing prevention 3.2
Directive 2016/943/EU Protection of trade secrets and confidential information 3.5
OECD Anti-Bribery Convention Gifts, hospitality and improper benefits 3.4
ISO 37001:2016 Anti-bribery management — conflict of interest controls 2.1, 3.4, 4
ISO 31000:2018 Risk management and continuous monitoring 2.4, 4
ISO 19600:2014 Compliance management — mitigation and remediation 2.3, 4

Related NOVARIC® Documents

Document Reference
Code of Ethics — Doing What’s Right NOVARIC-POL-COE-001
NOVARIC® Doing Business Ethically Policy NOVARIC-POL-DBE-001
Misconduct Reporting Procedure NOVARIC-POL-MR-001
GDPR & Privacy Policy NOVARIC-POL-GD-001
Company Governance NOVARIC-POL-CG-001
Governance Hub N-HUB-GOV

Published under NOVARIC® Resources  |  NOVARIC® Governance Hub

Version: v1.0  |  Effective: March 2026  |  Review: March 2027  |  Document ID: NOVARIC-POL-COI-001

NOVARIC® — The Future Starts At The Endgame.™  |  C 63881 — Malta  |  EU Trademark: 018313401  |  NOVARIC® Governance Hub