Conflict of Interest Policy

1. Purpose

TAPiO Management Advisory Sdn. Bhd. must make professional and business decisions objectively and in the interests it has agreed to serve. This Policy sets out how actual, potential and perceived conflicts of interest are identified, disclosed and managed.

A conflict does not necessarily mean misconduct has occurred. The risk arises when a relevant interest is hidden, unmanaged or allowed to influence a decision improperly.

2. Scope

This Policy applies to TAPiO directors, officers, employees and interns and, where relevant to services provided for TAPiO, consultants, contractors and other representatives.

3. Types of conflict

Actual conflict

A present conflict between a person’s duties or TAPiO’s obligations and another interest.

Potential conflict

A situation that could develop into an actual conflict depending on future events.

Perceived conflict

A situation in which a reasonable external observer could question whether judgement or independence may be affected, even if no improper influence has occurred.

4. Common examples

Conflicts may arise from:

• holding a financial or ownership interest in a client, supplier, competitor, potential investor, recommended partner or other counterparty;
• a close family or personal relationship with a person involved in a hiring, procurement, tender, government, investment or client decision;
• serving two clients whose interests are directly adverse in the same or closely related matter;
• outside employment, directorships, advisory roles, political or public appointments that intersect with TAPiO responsibilities;
• receiving gifts, hospitality, commissions, referral fees or personal benefits connected with a professional recommendation;
• using confidential information or a business opportunity learned through TAPiO for personal benefit;
• participating in a decision involving a business owned or controlled by the person or a close associate; or
• a personal investment or relationship that could reasonably affect professional independence.

5. Duty to disclose

Persons covered by this Policy must disclose a material actual, potential or perceived conflict promptly after becoming aware of it and, where practicable, before taking part in the affected decision or activity.

When in doubt, disclose. A disclosure does not itself imply wrongdoing and should not be withheld merely because the person believes they can remain objective.

6. Assessment and management

The relevant manager or governing authority should assess the conflict objectively and select measures proportionate to the risk. Possible measures include:

• documenting the conflict and allowing activity to continue with safeguards;
• recusal from a decision, meeting, negotiation or approval;
• changing reporting lines or responsibilities;
• restricting access to information or establishing an information barrier;
• obtaining informed client consent where appropriate and legally permissible;
• requiring disposal or suspension of a conflicting financial interest;
• declining an appointment, introduction or transaction; or
• terminating one of the conflicting relationships where the conflict cannot be managed adequately.

The person who has the conflict should not be the sole decision-maker on how it is managed.

7. Client and engagement conflicts

Before accepting a material new engagement, TAPiO should conduct a proportionate conflict check considering existing clients, counterparties, confidential information and relevant commercial relationships.

Where TAPiO has relationships with multiple parties in the same sector or market, that fact alone does not necessarily create a conflict. The assessment should consider whether duties, confidential information, adverse interests or the specific scope of work create a material risk.

If a conflict emerges during an engagement, TAPiO should reassess the matter and take appropriate action rather than relying solely on the original conflict check.

8. Personal interests and outside roles

Outside employment, board positions, advisory appointments, investments and substantial business activities that may overlap with a person’s TAPiO responsibilities should be disclosed. TAPiO may require safeguards where the outside role competes with TAPiO, uses TAPiO resources, creates reputational risk or affects the person’s ability to perform their duties.

9. Gifts, hospitality and referral benefits

Gifts, hospitality, travel, commissions, referral benefits and similar advantages must comply with the Anti-Bribery & Corruption Policy. A benefit that creates or appears to create personal influence over a professional recommendation must be disclosed and, where necessary, declined.

10. Confidential information and opportunities

Confidential client, partner, government, employee or TAPiO information must not be used for personal gain or for the benefit of another party without authorisation. Business opportunities identified through a TAPiO role must not be diverted for personal benefit where doing so would conflict with TAPiO’s or a client’s legitimate interests.

11. Public-sector and institutional relationships

TAPiO’s professional relationships with government bodies, embassies, institutions and decision-makers must be managed transparently. A personal, political, family, financial or other material relationship with a public official involved in an engagement should be disclosed where it could reasonably create an actual or perceived conflict.

12. Records and declarations

TAPiO should maintain a proportionate confidential conflict register recording material disclosures and the measures adopted. Personnel may be required to complete a conflict declaration on joining, when circumstances materially change, or periodically according to role and risk.

13. Breaches

Failure to disclose or appropriately manage a material conflict may result in reassignment, disciplinary action, termination of an engagement or other proportionate measures. Deliberate concealment of a conflict may be treated as serious misconduct.

14. Questions and reporting

Questions about potential conflicts may be raised with management. Suspected deliberate concealment, corruption or retaliation may be reported under the Speak-Up & Whistleblowing Policy.