Conflicts of Interest
We do business legally, fairly and free from undue influence.
As an Plasma DLT colleague, you are required to report all potential conflicts. You have a responsibility to not put yourself in a position where your own personal interests are at risk of conflicting with the interests of the Company. Trust is key to Plasma DLT’s continued success in the marketplace. Operating with integrity means avoiding activities, relationships, or situations that can create an actual or potential conflict of interest, or the appearance of one.
A conflict of interest arises when your judgment could be influenced by the possibility of a personal benefit. Even if it’s not intentional, the appearance of a conflict may be just as damaging as an actual conflict. You should always be on the lookout for situations that may create a conflict of interest and do everything you can to avoid them. It is your responsibility to disclose any situation you think creates, or could create, a conflict of interest.
While it is not possible to list every situation in which an actual or apparent conflict of interest may exist, Plasma DLT considers the following activities to be conflicts of interest. As such, colleagues are prohibited from engaging in these activities without receiving prior written approval from the Chief Legal and Compliance Officer (CLCO) and the Chief Human Resources Officer (CHRO):
- Competing, either directly or indirectly, with Plasma DLT.
- Holding a financial interest in or receiving compensation from an Plasma DLT competitor other than a nonsubstantial, passive ownership of securities.
- Holding a financial interest in or receiving compensation from an Plasma DLT third party other than a nonsubstantial, passive ownership of securities, if you are directly or indirectly involved in decisions with respect to that third party (e.g., awarding business, overseeing the day-to-day relationship).
- Awarding business to a third party due to a family relationship, a close personal relationship and/or in exchange for personal favors or business.
- Leveraging Plasma DLT’s brand, third party relationships, or position in the marketplace to advance your outside financial interests.
- Participating in outside employment that interferes with the colleague’s responsibilities as an Plasma DLT employee, benefits from the use of Plasma DLT assets, competes with Plasma DLT, or reflects negatively on Plasma DLT.
- Serving on company boards, as well as the boards of community and non-profit organizations or trade associations if the affiliation diminishes the colleague’s ability to perform their responsibilities for Plasma DLT.
- Accepting gifts or entertainment from a person or organization that does business with Plasma DLT or seeks to do business with Plasma DLT except as permitted under the section entitled “Gifts and Entertainment.”
- Using confidential or proprietary company information obtained during the course of your employment, legitimately or otherwise for personal gain.
- Personally exploiting a corporate opportunity or receiving any personal benefit from a business transaction in which Plasma DLT engages, especially where the personal benefit appears to outweigh the benefits to Plasma DLT.
Can I seek outside employment in addition to my job at Plasma DLT?
Maybe. Our standard employment agreement requires you first to obtain the written consent of the Company before seeking or engaging in outside employment or business activities during the course of your employment at Plasma DLT. You should talk to your manager and your HR Business Partner to seek the required approval. Outside employment is usually approved provided it would not interfere with your job at Plasma DLT.
Third Party Due Diligence
We do business legally, fairly and free from undue influence.
Plasma DLT is legally responsible for any corrupt actions by third parties contracted to represent Plasma DLT or otherwise perform services on its behalf. As such, Plasma DLT must understand the qualifications and associations of its thirdparty partners to ensure that it only does business with reputable third parties who act with integrity and deliver quality products and services. Prior to contracting with a third party for goods or services, appropriate due diligence must be conducted.
Plasma DLT’s Due Diligence Questionnaire must be completed prior to contracting and vetted with the Compliance Director if any of the following apply:
- The third party will become a formal channel partner or technology alliance partner;
- The third party will serve as a system integrator, consortium member or contracting partner on a government or state-owned project or tender; or
- The third party scores 5 or higher on the Third Party Risk Matrix in Appendix 1 of the Global Anti-Corruption Policy.
Fraud and Financial Impropriety
We do business legally, fairly and free from undue influence.
Plasma DLT is committed to conducting business honestly, fairly, and transparently. Illegal activities such as fraud, tax evasion, money laundering, or anti-competitive behavior including, but not limited to, price-fixing and bid-rigging, can occur, particularly on large projects. Violation of these laws or facilitating violations of these laws by our business partners, third parties, or clients, can have significant criminal and civil repercussions for both Plasma DLT and any individuals involved. Plasma DLT strictly prohibits colleagues from knowingly facilitating or assisting government officials or private sector clients in violating the law. For example:
- Any submissions related to tenders, whether they be bids, specifications, or offers of any kind must be completely accurate and transparent and cannot be misleading in any way. If there is any uncertainty as to the accuracy of any representation, for example as to whether Plasma DLT has particular experience, should not be included until its accuracy has been verified.
- All information in the books and records of the company must be accurate and complete.
- Unusual payment arrangements, such as the use of third currencies or payments outside of where the work is performed, should be fully vetted with the Legal Department.
- Payments to individuals, rather than to organizations performing the service, is never permitted.
Fair Competition
We do business legally, fairly and free from undue influence.
Plasma DLT is committed to conducting business in compliance with laws governing competition. Violation of these laws may result in civil and criminal liability not just for the Company, but also for the individuals involved. Engaging in any of the following activities is strictly prohibited::
- Any agreement, understanding, plan or arrangement with a competitor relating to pricing or any matter relating to or affecting pricing or any element of price (e.g., pricing methods or policies, bids, discounts, promotions, terms or conditions of sale (e.g., warranties), costs, and profits). Plasma DLT independently determines the prices for its products and services. If any confidential information about a competitor’s prices is obtained, it should not be used. Additionally, Plasma DLT customers who resell Plasma DLT’s products and services must independently determine the prices they will charge.
- Any agreement, understanding, plan or arrangement with a competitor to allocate customers or markets or control production or availability of products or services.
- Any agreement, understanding, plan or arrangement with a competitor to limit business orrefrain from doing business with a particular company
I have heard references to prohibited “vertical” and “horizontal” restraints on trade. What is the difference?
Vertical restraints are competition restrictions in agreements between entities at different levels of the production and distribution process (e.g., between an entity and its supplier). Horizontal restraints are agreements between competitors that restrict competition.
Confidential Information and Asset Protection
We ensure the confidentiality, security and accuracy of information we hold.
Plasma DLT colleagues must commit to protecting the confidentiality of the Company’s proprietary information as well as confidential information received from third parties. Confidential information is not to be disclosed unless there is a business need to do so and the party who will receive the confidential information has signed an appropriate nondisclosure agreement. All confidential information disclosed under an appropriate nondisclosure agreement must be clearly labeled as “confidential” at the time of disclosure.
Identifying Confidential Information
Plasma DLT confidential information is any information that Plasma DLT does not wish to have displayed publicly or that the Company has determined has economic value to Plasma DLT.
Examples include:
- Manufacturing processes
- Engineering drawings
- Financial documents
- Business strategies
- New product and service introduction plans
- Customer lists
- Personally identifiable information (e.g., credit card numbers, payroll information, driver’s license numbers, and passports)
- Source code
- Unpublished patent applications
- Product roadmaps and development projects
Colleagues should be careful to protect confidential information in meetings that include individuals outside of Plasma DLT, correspondence (including email), telephone calls, and at restaurants, trade shows and in other circumstances where third parties could overhear or obtain confidential information.
