Conflict of Interest Policy

Conflicts of interest can undermine impartiality, trust, commercial integrity and the quality of decision-making. This Policy establishes a practical framework for recognising, disclosing, assessing and managing situations in which personal interests could improperly influence—or reasonably appear to influence—professional responsibilities.

The Policy supports Jopetnah’s values of Integrity, Responsibility, Collaboration and Client Focus and should be read alongside the Company’s Code of Ethics & Business Conduct, Anti-Corruption & Anti-Bribery Policy, Procurement Policy and Whistleblowing / Speak-Up arrangements.

This Policy applies to directors, officers, employees, consultants, contractors, project personnel and other persons acting for or on behalf of Jopetnah International Limited. It applies across Company locations, projects, procurement activities, client engagements, partnerships and other business dealings in Uganda and, where applicable, internationally.

Higher-risk situations include procurement, recruitment, contracting, financial decisions, partnership selection, client referrals, project awards and any matter involving a related party or personal financial interest.

• Holding a direct or indirect financial interest in a supplier, client, competitor, contractor or prospective partner.
• Participating in a decision involving a close relative, household member, close personal associate or an organisation connected to them.
• Having outside employment, consultancy, directorship, advisory or business interests that conflict with Company duties or create competing obligations.
• Using confidential Company, client or partner information, business opportunities or relationships for personal benefit.
• Accepting gifts, hospitality, discounts, commissions, favours or other benefits that could influence—or appear to influence—a business decision.
• Taking part in recruitment, procurement, tender evaluation, contracting, payment approval or project decisions involving a related party.
• Representing Jopetnah in dealings with an organisation in which the individual or a close associate has a material interest.
• Using Company property, resources, time or information for an outside interest without proper authorisation.

Personnel are expected to raise conflicts early rather than wait for a problem to arise. A disclosure should be made promptly and in writing to the relevant supervisor, the Company Secretary or the Managing Director. Where the conflict concerns one of those persons, the disclosure should be directed to another appropriate senior authority.

• Disclose the nature of the interest and the parties involved.
• Explain the role or decision that may be affected.
• Provide sufficient information for an impartial assessment.
• Update the disclosure if circumstances change.
• Continue to protect confidential information while the matter is being reviewed.
• Do not attempt to conceal, minimise or privately resolve a material conflict where Company interests may be affected.

Gifts and hospitality must never be used to obtain an improper advantage, influence a decision, secure preferential treatment or create an obligation. Personnel should decline benefits that are excessive, inappropriate, secretive, connected to an active procurement or contracting decision, or otherwise inconsistent with Company values and applicable law.

Where a benefit could reasonably create a conflict or appearance of improper influence, it should be disclosed to management and handled in accordance with applicable Company procedures.

A disclosed conflict will be assessed according to its nature, significance, duration, decision involved and potential effect on the Company or its stakeholders. Management may determine that a conflict can be managed through safeguards or that the individual must be removed from the relevant activity.

• Documenting the disclosure and agreed controls.
• Requiring recusal from discussions, evaluations, approvals or decisions.
• Reassigning responsibilities or establishing independent review.
• Separating procurement, approval, payment or oversight functions where appropriate.
• Requiring divestment, termination of an external relationship or another reasonable mitigation measure in serious cases.
• Escalating material or unresolved conflicts to the Managing Director and/or Board or equivalent oversight body.
• Initiating disciplinary action where a person deliberately conceals a conflict or disregards required controls.

Conflict disclosures and management decisions should be documented in a manner proportionate to the risk. Information will be handled confidentially to the extent practicable and shared only with persons who need it for legitimate governance, legal, operational or oversight purposes. Confidentiality does not prevent disclosure where required by law or necessary to protect the Company or its stakeholders.

The Managing Director has overall responsibility for implementation of this Policy, supported by the Company Secretary, departmental leadership and other designated oversight functions. Directors and senior management have an enhanced responsibility to declare relevant interests and recuse themselves from matters in which they have a conflict.

Effective date: September 2026  |  Version: 1.0  |  Approved by: Managing Director