Annex M — Related‑Party Transactions (RPT) & Conflicts of Interest (COI) Policy

Owner: Audit & Risk Committee (ARC)
Co‑Owners: General Counsel (GC), Company Secretary, CFO, Head of Procurement, People/HR
Review cadence: Annual (and upon material law or governance change)

Purpose. Safeguard independence, integrity, and stakeholder trust by setting a single, conservative standard for conflicts of interest (COI) and related‑party transactions (RPTs) across all regional operators and NatCos. This Policy enforces pre‑approval thresholds, mandatory abstentions, and a public Register of Interests. Where rules conflict across jurisdictions, the most‑restrictive rule prevails.

1) Scope & Equal‑Treatment Baseline

Applies equally to SNC (regional operator), all National Companies (NatCos), Program SPVs, boards, officers, employees, contractors, and significant shareholders. Nonprofits (GRF/GCRI/NSF) are separate legal persons and do not exercise corporate control over for‑profit entities; dealings are governed by license/contract and this Policy.

Linked annexes: Annex A (Competition), Annex B (Regulatory Perimeter), Annex I (PVAS), Annex K (ABAC), Annex L (Transfer Pricing), Annex H (Marks), Annex C/D/E/F (Privacy, SDZ, Security, IR).

2) Definitions (harmonised)

• Related Party (baseline): Any person or entity that is a director, key management personnel (KMP), significant shareholder (≥5%), close family member of such persons, or entities they control or jointly control; and any parent, subsidiary, fellow subsidiary, or joint venture of the Company. Aligned to IAS 24/IFRS (or local GAAP/Companies Acts where stricter).
• RPT (Related‑Party Transaction): Any transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether a price is charged.
• Conflict of Interest (COI): A situation where personal interests or duties to another person/organisation could improperly influence professional judgment or actions.
• Ordinary Course / Arm’s‑Length: Terms and conditions consistent with those offered to or from independent third parties under comparable circumstances.

3) Core Principles

1. Transparency: Full, timely disclosure of interests and RPTs.
2. Independence: Persons with a COI must abstain from discussion, documentation access not strictly required, and all votes.
3. Arm’s‑Length First: Prefer ordinary‑course, competitively sourced transactions (see Annex I).
4. Proportionality & Escalation: Higher risk/value → stronger approvals and evidence (independent benchmarking, fairness opinions).
5. Records: Decisions must be documented, reasoned, and auditable.

4) COI Declarations & Register of Interests

• Initial & Annual Declarations: Directors, KMP, and designated staff file COI/Outside Interests declarations at onboarding and annually; update within 10 business days of change.
• Public Register of Interests: A summary register is published (subject to privacy/data‑protection law) listing roles, shareholdings (bands), and declared interests. Detailed addresses/IDs remain confidential.
• Meeting‑time Declarations: Agenda papers include a COI prompt; declarations recorded in minutes; abstention logged (see §9).

5) RPT Pre‑Approval Thresholds (cumulative per counterparty per FY)

Aggregation rule: Split contracts are aggregated for threshold tests. Recurring RPTs must be re‑approved annually.

6) Prohibited or Restricted RPTs

• No‑go: RPTs that enable price‑fixing/market allocation (Annex A), evade sanctions/AML (Annex J), or bypass financial‑regulatory perimeters (Annex B).
• Restricted: Loans/guarantees to directors/KMP, asset sales/purchases, and IP transfers — permitted only with Board independent approval and legal opinion; may require shareholder approval per local law.
• Employment: Hiring close relatives into roles with reporting lines or control over their compensation is prohibited without ARC waiver and mitigation (firewalls, alternate reporting).

7) Evidence of Arm’s‑Length

• Procurement discipline: Where feasible, run competitive sourcing (Annex I).
• Benchmarks: Use external pricing studies for services/royalties (Annex L).
• Fairness opinions: Independent advisor for strategic or high‑value transactions.
• Documentation: Market price support, term sheets, evaluation scores, and independence attestations included in the RPT file.

8) Workflow & Approvals

1. Initiation: Business owner submits RPT Request Form (Appendix M‑1) with description, counterparty, COI map, pricing method, benchmarking, and draft contract.
2. Screening: Legal/Compliance confirm no breaches of Annexes A/B/J; Finance confirms budget/tax/TP; Procurement confirms sourcing.
3. COI Handling: Identify conflicted individuals; remove from comms threads and working folders; assign an independent sponsor.
4. Approval: Per thresholds in §5.
5. Contracting: Include RPT clause pack (audit, termination for breach, transparency, disclosures).
6. Disclosure: Record in the RPT Register; disclose in annual financial statements and the public Register summary as applicable.
7. Monitoring: Quarterly review of performance, pricing drift, and COI adherence.

9) Abstentions & Minutes Discipline

• Abstain: Conflicted persons leave the room (physical/virtual) for the agenda item; do not receive papers beyond what is strictly necessary.
• Quorum: A majority of disinterested directors must consider and approve the item.
• Minutes: Record the nature of the interest, names of abstaining persons, deliberations by disinterested members, evidence considered, and the vote.
• Access controls: Document folders permissioned to exclude conflicted persons; audit logs retained 7 years.

10) Disclosures & Reporting

• Financial statements: Disclose material RPTs per IAS 24/local GAAP (nature, amount, outstanding balances, terms, guarantees).
• Regulator/donor reporting: Provide RPT disclosures required by host‑country company law, securities rules, and donor covenants.
• Public Register: Publish a summary of material RPTs annually (counterparty name, nature, value band, approval body), redacting confidential terms as lawful.

11) Intercompany & Shared‑Services Linkages

• Transfer Pricing (Annex L): Intercompany services and royalties follow cost‑plus/rate‑card or benchmarked royalty with contemporaneous documentation.
• Ordinary‑course annual mandates: ARC may approve framework RPTs (e.g., IC services) within caps; actuals reviewed quarterly; re‑approve annually.
• Nonprofit interfaces: Licenses/grants to GRF/GCRI/NSF must reflect mission‑limited scope and no indirect shareholder benefit.

12) Enforcement & Sanctions

Breaches (non‑disclosure, failure to abstain, bypass of approvals, mischaracterisation) may result in contract suspension/termination, disciplinary action up to removal from office, clawback of benefits, and reporting to regulators. Vendors/partners may be debarred for violations.

13) Training & Awareness

• Cadence: Onboarding + annual refresher for directors/KMP and relevant staff; scenario‑based workshops.
• Artifacts: Quick‑reference cards (thresholds, abstention steps), template forms, and e‑learning module.

14) Controls, Audit & KPIs

• Controls: RPT Register reconciliation to GL; segregation of duties; document retention; quarterly attestations by business owners.
• Internal Audit: Annual RPT audit (sample approvals, pricing support, minutes quality, disclosure completeness).
• KPIs: % RPTs pre‑approved; # late disclosures; # abstention breaches; time‑to‑approve; pricing variance vs benchmarks; repeat findings.

15) Host‑Law Appendices (Equal Treatment)

Appendices set local overlays (materiality thresholds, shareholder approval triggers, filing forms, authority contacts). Apply the strictest rule:

• Appendix SG — Singapore: Companies Act, SGX rules (if listed), Charity overlays where applicable; RPT shareholder approvals where thresholds met.
• Appendix EU/FR — EU/France: Code de commerce; related‑party conventions; AMF rules; statutory auditor review.
• Appendix CH — Switzerland: CO/OR Articles; disclosure and approval rules; auditor reporting.
• Appendix US — United States: SEC Reg S‑K Item 404 (if applicable); state corporate law; independent committee guidance.
• Appendix CA — Canada: CBCA/provincial acts; MI 61‑101 (if applicable) on minority protections and valuations.
• Appendix BR — Brazil: Lei das S.A.; CVM rules; independent appraisal for certain RPTs.
• Appendix KE — Kenya: Companies Act; CMA rules; director interest disclosures.
• Appendix ZA — South Africa: Companies Act; JSE rules (if applicable); special resolutions for certain RPTs.
• Appendix SN/WA — Senegal/WAEMU: OHADA company law; local securities rules.
• Appendix UAE — United Arab Emirates: Commercial Companies Law; SCA/ADGM/DIFC rules (if relevant).

16) Effective Date & Governance

Adopted by the Board(s) of all regional operators on [●] and incorporated by reference into Charters/Bylaws, Board/Committee charters, and Finance/Procurement SOPs. Class B to amend/strengthen; Class A to weaken thresholds or disclosure/abstention requirements.

Appendices (Templates)

M‑1 — RPT Request & Disclosure Form (counterparty, relationship, value, pricing, benchmarking, approvals)
M‑2 — Annual COI/Outside Interests Declaration
M‑3 — Meeting Minutes/Abstention Log Template
M‑4 — Public Register of Interests — Summary Format
M‑5 — RPT Register — Data Dictionary (fields and retention)