# CONFLICT OF INTEREST POLICY
Date: 1 February 2034
Parties: Larkspur Data Services Limited, its directors, employees and contractors
## 1. Purpose and parties
Larkspur Data Services Limited adopts this policy on 1 February 2034. It applies to every director, employee, officer, contractor, agency worker and consultant who acts for Larkspur, whether working in Bristol, remotely or at a client site. The policy owner is Company Secretary Priya Nair, who maintains the conflict register; the board will review the policy each February and after a material legal or business change. It applies to decisions about procurement, recruitment, clients, investments, donations and use of company information.
## 2. Facts, scope and terms
A conflict exists where a personal, family or outside-business interest could affect, or reasonably appear to affect, a person's independent judgement for Larkspur. Examples include owning 10,000 shares in a bidder, holding an office or paid role with a supplier, negotiating with a close relative, using confidential information for personal gain, or accepting hospitality worth more than £100 from a current or prospective supplier. Actual, potential and perceived conflicts are all reportable.
## 3. Process and responsibilities
A person who discovers a conflict must notify their line manager and Priya Nair in writing within two business days and complete the Conflict Declaration Form. A director must declare an interest in a proposed transaction or arrangement to the other directors before the company enters it, consistently with section 177 of the Companies Act 2006; an existing interest is handled under section 182. Every covered person must make a nil or positive annual declaration by 31 January, even if no new matter has arisen. A declaration is not permission to proceed: the written management decision controls.
## 4. Evidence, records and safeguards
Priya Nair will acknowledge a disclosure within one business day and, normally within five business days, record the facts, affected matter, value, relationship and proposed controls. She may ask for documents and may refer a director's matter to the board or Audit Committee. Until a written decision is issued, the person must not approve, negotiate, access restricted information about, or influence the affected decision.
## 5. Review, escalation and outcome
The decision may confirm that no material conflict exists; add an independent second approver and information barrier; require recusal from specified meetings and records; or require disposal of an interest or ending of outside work within 30 calendar days. Hospitality above £100 must be declined, returned or donated where practicable and entered in the Gifts and Hospitality Register within two business days. A gift cannot be split into smaller entries to evade the threshold.
## 6. Reservations and practical protections
The Company Secretary will keep declarations, decisions, recusals, register entries and supporting evidence securely for seven years after the relevant matter closes, with access limited to authorised HR, Legal, Internal Audit and the board. Personal data will be handled under the UK GDPR and Data Protection Act 2018. A person may ask the General Counsel, Oliver Reed, to review a management decision within 10 business days; the request does not suspend an interim recusal.
## 7. England and Wales law and completion
Failure to disclose, inaccurate disclosure, retaliation against a reporter or misuse of confidential information may lead to removal from the matter and disciplinary or contractual action, up to and including dismissal or termination, subject to a fair process. A director's unresolved conflict may be escalated to the board chair, and a good-faith report may be made through the protected speak-up channel. A person who challenges a decision must still follow an interim recusal while the review is pending; the evaluation will identify the people, decision, evidence and controls. The Company Secretary will record any escalation and its outcome in the register, and related records will be kept securely. The policy supports the Companies Act 2006 duties and the Bribery Act 2010 but does not replace legal advice. It is a completed fictional policy governed by England and Wales law and effective from 1 February 2034.