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Conflicts of Interest Policy

1) Overview

This Conflicts of Interest (“COI”) Policy (“Policy”) explains how Caribou Digital (UK) Limited and its subsidiaries and affiliates (together, “Caribou”) prevent, identify, disclose, and manage conflicts of interest in our work. Where laws differ, the higher/stricter standard applies. This Policy is published for client compliance and due-diligence purposes. 

This Policy applies to Caribou personnel (employees, officers, board members, contractors) and to external parties who act for or with Caribou (consultants, agents/intermediaries, suppliers, vendors, partners, and grantees)—collectively, “Associated Persons.”

2) Our commitment

Caribou is committed to impartial, transparent decision-making. Associated Persons must avoid conflicts where possible, disclose actual, potential, or perceived conflicts promptly, and co-operate with proportionate mitigations. Retaliation against anyone who raises or discloses a concern in good faith is prohibited (see our Whistleblowing (Speak Up) Policy).

3) What is a conflict of interest?

A conflict of interest arises when personal interests, relationships, or outside activities could improperly influence—or appear to influence— decisions made on Caribou’s behalf. Examples include:

  • Financial interests: ownership, options, profit share, loans, or any benefit in a client, supplier, competitor, or grantee.
  • Roles & appointments: board seats, advisory roles, employment or consulting with an organisation connected to Caribou work.
  • Personal relationships: close personal/household/romantic ties with someone involved in a Caribou decision or engagement.
  • Gifts & hospitality: benefits that could compromise (or appear to compromise) impartiality (see Anti-Bribery & Anti-Corruption Policy).
  • Procurement & grant-making: involvement in selection, award, or oversight of an entity in which you (or a close contact) have an interest.
  • Outside activities & IP: external research, publications, or intellectual property overlapping with Caribou projects.

Perception matters: an apparent conflict can be as damaging as an actual one.

4) Duty to disclose

Disclose before participating in any related activity or decision, and update promptly if circumstances change.

  • Employees/contractors: at the point of onboarding and event-driven within 14 days of a change.
  • Board members/shareholders: on appointment and at the start of each meeting (declare and recuse; the declaration and recusal are minuted).
  • Suppliers/partners/grantees: at RFP/proposal stage and again at contracting; update promptly if circumstances change during the engagement.
  • Clients (when participating in a Caribou-led selection/award or governance process): disclose any relevant conflicts to your Caribou engagement lead so appropriate mitigations can be put in place.

5) How to disclose

  • Employees/contractors → your line manager or primary point of contact at Caribou.
  • Board → Chair.
  • Chair → CEO.
  • Suppliers/partners/grantees/clients in joint processes → your Caribou contractual or project point of contact.
  • If you prefer a confidential channel, use cariboudigital.ethicspoint.com (see Whistleblowing (Speak Up) Policy).

6) Managing conflicts (mitigations)

Caribou will decide proportionate mitigations, which may include one or more of:

  • Recusal from related discussions, decisions, approvals, or sign-off;
  • Independent review / dual approval for at-risk decisions;
  • Information barriers (“clean team”) or reassignment of duties;
  • Divestment of the interest or ending the external role;
  • Declining/terminating the engagement if the conflict cannot be managed.

Agreed mitigations are recorded in Caribou’s COI Register.

7) Prohibited conduct

  • Undisclosed conflicts of interest;
  • Taking part in selection/award/approval involving an entity in which you (or a close contact) have a disclosable interest;
  • Self-dealing or using Caribou opportunities/resources for personal gain;
  • Approving or signing on behalf of Caribou where you are conflicted (move approval to an unconflicted approver);
  • Circumventing controls or pressuring others to ignore conflicts.

8) Consequences

Compliance is mandatory. Breaches may result in disciplinary action (up to dismissal), contract termination for third-parties, removal from the Board, and other appropriate measures.

9) How this Policy relates to other public policies

10) Registers & record-keeping

Caribou maintains:

  • a COI Register for employees/contractors;
  • a Board COI record (meeting declarations and recusals are minuted);
  • supplier/partner COI notes within procurement or grants files.

Caribou keeps COI records and related decisions for at least 7 years (or longer if required by law or contract).