Standard Operating Procedure (SOP)

Conflict of Interest Management – Simoldes Group

1. Introduction and Objectives

The Simoldes Group, recognised as the largest mould manufacturer in Europe, is guided by the highest ethical and integrity standards. 

In this context, this Standard Operating Procedure establishes the guidelines and procedures necessary for proper management of conflicts of interest in all our operations.

Our reputation and success, built up over half a century of existence, depend fundamentally on our ability to maintain impartiality and transparency in our decisions, and this procedure aims to ensure that all actions and decisions taken within the Group are guided exclusively by the collective interest and fair business practices.

2. Definitions and concepts

In the context of our operations, we consider a conflict of interest to be any situation in which an employee’s private interests may interfere with their ability to act in the best interests of the Simoldes Group. 

It is essential that all employees understand that conflicts can manifest themselves in different ways:

– Real conflicts: a real conflict occurs when there is already a concrete situation where private interests and professional duties clash. For example, when an employee takes part in a hiring decision involving a company owned by his or her family.

– Potential conflicts: a potential conflict manifests itself when there is a future possibility of a conflictual situation. An example would be an employee who is about to take up a position in which they will have authority over a family member.

– Apparent conflicts: an apparent conflict arises when a situation may appear, in the eyes of third parties, to compromise the impartiality of the employee, even if it does not. This situation is equally important because it can affect confidence in the integrity of our processes.

3. Scope of application

Managing conflicts of interest is a responsibility shared by all those who are part of or have dealings with the Simoldes Group. 

This procedure therefore applies not only to our employees at all hierarchical levels, but also to members of the Board of Directors, service providers, suppliers and any third parties who have dealings with any of the Group’s companies.

4. Structure of Responsibilities

The Simoldes Group Compliance Office takes centre stage in managing conflicts of interest. 

Under the current leadership of Paulo Fonseca, and with a team dedicated to handling complaints, the Office is responsible for implementing, monitoring and updating this procedure.

In its work, the Compliance Office works closely with the Data Protection team, led by Manuel Melo, and with the Human Resources area, under the responsibility of Miguel Correia, ensuring an integrated approach to managing ethical and compliance issues.

Managers play a fundamental role in this process, being responsible for disseminating and ensuring the application of this procedure in their respective areas, and should be alert to potential conflict situations and guide their teams accordingly.

5. Preventive Procedures

The prevention of conflicts of interest in the Simoldes Group is based on a continuous process of transparency and communication. 

Every employee must proactively inform their line manager of any activities that could affect the company’s interests.

On joining one of the Group’s companies, each employee completes a formal declaration identifying potential conflict situations. This declaration is updated annually or whenever a new relevant situation arises.

Our employees are expressly forbidden from investing in suppliers or their subsidiaries, accepting gratuities or gifts from customers and suppliers, or using confidential information for their own benefit. 

When presented with an offer, the employee must politely refuse it or return it promptly, informing their superior of the situation.

6. Communication and Whistleblowing System

The Simoldes Group provides multiple channels for reporting situations that may constitute conflicts of interest. 

Employees can report their concerns to their line manager, directly to the Compliance Office by emailing compliance@simoldes.com, or via our Whistleblower Protection Platform.

We guarantee total confidentiality in the handling of information and protection against any form of retaliation against whistleblowers. Reports can be made anonymously if the whistleblower so chooses.

7. Analysis and Management Process

Upon receiving a communication about a potential conflict of interest, the Compliance Office conducts a detailed analysis of the situation, considering its impact on the impartiality of business decisions, the reputational risks involved and the potential damage to the Group’s interests.

Based on this analysis, the appropriate mitigating measures are established, which may include removing the employee from certain decision-making processes, reassigning duties or implementing specific additional controls.

8. Consequences and Disciplinary Measures

Failure to comply with the guidelines set out in this procedure is considered serious misconduct and may result in disciplinary measures, including the possibility of contract termination, with due process of law and the employee’s rights of defense always guaranteed.

9. Document management

All documentation relating to the management of conflicts of interest is kept under the responsibility of the Compliance Office for a minimum period of 5 years, observing strict confidentiality criteria and the provisions of personal data protection legislation.

10. Integration with Group Policies

This procedure is part of a broader set of policies and guidelines of the Simoldes Group and should be interpreted in line with our Code of Ethics and Conduct, the Standard Operating Procedure for the Accumulation of Functions, the Data Protection and Privacy Policy, the Corruption Risk Prevention Plan and the Purchasing Policy.

11. Technical Training in Conflict of Interest Management

As part of the Simoldes Group’s commitment to excellence in compliance and continuous professional development, from January 2025 we will be offering a specific Technical Training Module on Conflict of Interest Management.

The training module will be accessible through the Group’s Compliance Training Platform and will cover the following topics in a practical and interactive way:

• Identification and categorization of conflicts of interest;
• Practical case studies based on the Group’s reality;
• Communication and conflict management procedures;
• Preventive and mitigation measures;
• Specific responsibilities by hierarchical level;
• Consequences of non-compliance and best management practices.

Completion of this training module will be compulsory for all employees in management positions and recommended for other Group employees. The certificate of completion will be included in the employee’s professional record and taken into account in performance appraisals and career development processes.

12. Complementary documentation

To ensure the effective implementation of this Standard Operating Procedure, the Simoldes Group Compliance Office will make the following complementary document templates available on the Group’s Compliance Platform:

12.1Forms and Declarations

• MOD-CI-001: Initial Declaration of Conflicts of Interest;
• MOD-CI-002: Annual Conflict Update Declaration;
• MOD-CI-003: Communication of New Conflict of Interest;
• MOD-CI-004: Potential Conflict Analysis Form.

12.2 Management Documents

• MOD-CI-005: Conflict of Interest Assessment Matrix;
• MOD-CI-006: Conflict Mitigation Plan;
• MOD-CI-007: Mitigation Measures Monitoring Report;
• MOD-CI-008: Minutes of the Conflict Analysis Committee Meeting;
• MOD-CI-009: Technical Opinion on Conflicts of Interest.

12.3 Control Documents

• MOD-CI-010: Record of Consultations with the Compliance Office;
• MOD-CI-011: Complaint Investigation Report;
• MOD-CI-012: Disciplinary Measures Application Form;
• MOD-CI-013: Conflict Management Training Record;
• MOD-CI-014: Compliance Verification Checklist.

All documents are available in editable format and must be used in their most recent versions, as made available on the Compliance Platform. The Compliance Office is responsible for periodically updating these templates, ensuring that they are adapted to the Group’s needs and best practices.

The use of these templates is mandatory for all processes related to the management of conflicts of interest in the Simoldes Group, ensuring the standardization and effectiveness of the controls established in this SOP.

13. Final Provisions

This procedure comes into force on the date of its approval by the Simoldes Tools Board of Directors, and is due to be reviewed every two years or whenever necessary. 

Omissions will be analyzed and decided by the Compliance Office.

14. Version Control

This procedure has the following Version Control:

-Version: 1.0;

-Approval Date: [DATE];

-Next Revision: [DATE + 2 years].