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Governance · Conflict of Interest
Disclose early.Decide independently.Protect trust.
LDV Groove’s intended conflict-of-interest framework is designed to identify personal, financial and relational interests before they influence—or appear to influence—business judgement, procurement, hiring, investment, partnerships or the use of confidential information.
Disclose Early
Before decisions are made
Recuse Fairly
Step away when independence is affected
Independent Review
Approval outside the conflicted chain
Document Decisions
Reason, mitigation and outcome recorded
Review Changes
Interests updated as circumstances evolve
Our Conflict-of-Interest Principle
A conflict is not automatically misconduct. Hiding it—or allowing it to shape a decision—creates the risk.
Directors, employees, agents and other representatives should act in the legitimate interests of the Group and disclose circumstances that could affect, or reasonably appear to affect, their objectivity.
01
Actual Conflict
A personal interest directly competes with a duty to LDV Groove or affects a current decision.
02
Potential Conflict
A situation may develop into a conflict as responsibilities, ownership, relationships or transactions change.
03
Perceived Conflict
Even where judgement remains impartial, a reasonable observer may question whether the decision was independent.
04
Duty to Update
Disclosure is continuing. Material changes should be reported promptly rather than waiting for an annual declaration.
Core rule: When personal benefit, loyalty or relationship intersects with a business decision, disclose first and allow an independent person to determine the appropriate safeguards.
Governance & Accountability
The person with the interest should not control the assessment.
The intended governance model separates disclosure from approval and gives greater scrutiny to board matters, procurement, hiring, investment, related-party transactions and access to confidential information.
01
Board & Directors
Declare relevant interests, avoid participation in conflicted matters and ensure related-party decisions receive independent oversight.
02
Leadership, HR & Control Functions
Assess disclosures, design mitigation, protect confidentiality and escalate material or unresolved conflicts.
03
Business & Entity Leaders
Identify local risks, avoid self-approval and ensure conflicted people do not influence supplier, customer or people decisions.
04
Every Representative
Make complete, timely disclosures and comply with recusal, reassignment, restriction or divestment requirements.
Disclosure & Resolution Lifecycle
A visible, repeatable process protects both the individual and the decision.
Controls should begin when the interest first arises and continue until the transaction, relationship or role has ended and the mitigation is no longer needed.
01
Identify
Recognise personal, financial, relational or outside interests connected to a business responsibility.
02
Disclose
Provide the relevant facts, people, entities, value, timing and decision context through an authorised route.
03
Assess
Determine whether the conflict is actual, potential or perceived and evaluate its materiality.
04
Mitigate
Use recusal, independent approval, reassignment, information barriers, conditions or divestment where appropriate.
05
Record
Document the disclosure, assessment, decision, participants, restrictions and review date.
06
Review
Reassess when roles, ownership, relationships, contracts or the decision environment change.
Conflict-of-Interest Universe
Conflicts can arise anywhere personal interests intersect with company responsibilities.
The categories below help teams recognise situations requiring disclosure, recusal, independent approval or prohibition.
01
Family & Close Relationships
Relatives, household members, close friends or personal partners connected to buyers, suppliers, candidates, customers or regulators.
02
Financial Interests
Ownership, investments, loans, commissions, debt, profit-sharing or other economic interests in a counterparty or competitor.
03
Outside Employment & Roles
Second jobs, consulting, directorships, advisory work, partnerships or side businesses that compete, consume time or create divided loyalty.
04
Related-Party Transactions
Deals involving directors, employees, significant owners, their relatives or entities they control or influence.
05
Procurement & Tenders
Supplier selection, pricing, contract renewal or tender activity involving prior employment, personal relationships or hidden benefits.
06
Hiring & People Decisions
Recruitment, promotion, pay, performance, disciplinary action or reporting lines involving relatives or close associates.
07
Gifts, Hospitality & Benefits
Courtesies, travel, discounts, favours or personal benefits that could create obligation or affect impartial judgement.
08
Information & Opportunities
Using confidential data, business opportunities, supplier access or Group assets for personal advantage or an outside interest.
Decision Standard
The right response depends on whether independence can be protected.
Not every disclosed interest requires prohibition. The assessment should consider decision authority, materiality, access to information, personal benefit, public perception and whether reliable safeguards can remove the influence.
Clear
No material conflict
The interest is remote or irrelevant to the decision. Record the assessment when appropriate and proceed normally.
Manage
Conflict can be controlled
Use recusal, alternative approvers, information restrictions, reassignment, competitive process or ongoing monitoring.
Stop
Conflict cannot be safely managed
Do not proceed unless the interest, role or transaction is removed, restructured or independently approved under applicable law and policy.
Recusal & Independent Review
A conflicted person may provide facts—but should not shape the outcome.
Recusal should be meaningful, not symbolic. The person should step away from recommendation, negotiation, approval, voting, access to restricted information and informal influence.
01
Declare Scope
Identify the matter, relationship, financial interest and the individual’s decision-making role.
02
Separate Influence
Remove the conflicted person from evaluation, negotiation, approval and confidential deliberation.
03
Appoint Independent Reviewers
Use decision-makers without the same interest and with sufficient authority and information.
04
Apply Objective Evidence
Use competitive quotations, valuation, performance criteria, market comparisons and written rationale.
05
Record & Monitor
Document the recusal, attendees, evidence, approval and any continuing restrictions.
Recusal must be complete: A person should not privately lobby colleagues, select the alternative approver, influence scoring or receive restricted information after stepping away.
Related Parties, Suppliers & People Decisions
Connected-party decisions require transparent process and independent evidence.
Relationships do not automatically disqualify a supplier, candidate or partner, but they should never receive hidden preference or bypass ordinary controls.
01
Permitted in Principle
A connected party may be considered where the relationship is disclosed and the selection remains demonstrably fair and commercially justified.
- Independent evaluation
- Comparable market evidence
- Normal contractual controls
02
Requires Enhanced Review
Material transactions, senior appointments, sole-source awards, unusual pricing or decisions involving directors and significant owners.
- Independent approval route
- Documented valuation or benchmarking
- Recusal and continuing monitoring
03
Never Acceptable
Hidden ownership, fabricated competition, undisclosed influence, preferential terms without rationale or retaliation against those raising concerns.
- No self-approval
- No secret commissions or benefit
- No manipulation of records or scoring
Information, Assets & Corporate Opportunities
Company information and opportunities should not become private advantage.
People with access to strategy, pricing, designs, supplier terms, investment plans, customer data or potential transactions should use that access only for authorised company purposes.
01
Confidential information
Do not share non-public information with an outside business, relative, investor or prospective employer without authority.
02
Corporate opportunities
Do not divert an opportunity identified through company role, assets, relationships or information for personal benefit.
03
Company resources
Use systems, funds, inventory, personnel, intellectual property and facilities only for approved purposes.
04
Information barriers
Where a manageable conflict exists, restrict access and decision rights to what is necessary.
Speaking Up, Privacy & Protection
People should be able to disclose interests and raise concerns without stigma or retaliation.
A well-managed disclosure process should protect legitimate personal information, limit access to those who need it and distinguish good-faith transparency from misconduct.
01
Ask Before Acting
Seek guidance when unsure whether a relationship, investment, gift, outside role or opportunity creates a conflict.
02
Disclose in Good Faith
Provide complete information promptly; a disclosed conflict can often be managed responsibly.
03
Protect Confidentiality
Handle personal and commercial information carefully and share it only for assessment and control.
04
No Retaliation
Do not disadvantage anyone for making a good-faith disclosure, declining a conflicted instruction or raising a concern.
Conflict Evidence Pack
Illustrative structure
01
Disclosure & relationship facts
02
Assessment & independent review
03
Recusal, approval & conditions
04
Register update & monitoring
Reporting & Assurance
Leaders need visibility over material conflicts, overdue reviews and repeated exceptions.
Reporting should protect privacy while giving authorised leaders enough information to understand exposure, confirm mitigation and identify patterns in procurement, hiring, related-party transactions and outside activities.
01
Disclosure status
Track current declarations, review dates, affected decisions and unresolved information requests.
02
Mitigation effectiveness
Confirm recusal, reassignment, restrictions, independent approval and continuing conditions are operating.
03
Material related-party matters
Escalate significant transactions and board-level interests through the appropriate governance route.
04
Patterns and remediation
Review late disclosures, repeated conflicts, control bypasses, retaliation and overdue corrective actions.
Related Governance Areas
Conflict controls connect ethical conduct, anti-corruption safeguards and independent oversight.
The related pages explain the wider governance architecture supporting impartial decisions and transparent accountability.
Oversight
Board responsibilities, delegated authority and subsidiary accountability.
Integrity
Controls for gifts, intermediaries, payments and improper influence.
Publication note: This page describes an intended conflict-of-interest framework for LDV Groove Capital and its group companies. It does not confirm that a board-approved policy, conflict register, annual declaration process, quantified materiality thresholds, related-party committee, reporting channel, investigation protocol or independent assurance plan is already adopted or operational. Final public content should be verified against current board approvals, constitutional documents, employment terms, contracts, local law, privacy requirements and actual reporting arrangements.
Independent Decisions. Enduring Trust.
Make interests visible before they shape outcomes.
Long-term value is protected when personal relationships and financial interests are disclosed, assessed independently and managed transparently.
Building businesses, creating brands and delivering long-term value through capital, strategy, partnerships and disciplined execution.
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