1. INTRODUCTION
This Policy also establishes specific precautionary rules regarding conflicts of interest that may arise in situations where the personal interests of members of NEBEUS come into contact with the company’s interests.
2. SCOPE OF APPLICATION
This Policy shall apply to all members of NEBEUS, in accordance with the current corporate structure: employees, managers, and all members of the administrative bodies. All must be aware of, apply, and comply with it.
NEBEUS will encourage entities linked to the organization, as well as clients, subcontracted third parties, suppliers, or other collaborators, to adhere to conduct standards and values similar to those established in this Policy.
Where applicable, the organization may condition the hiring of third parties on their commitment to comply with this Policy, and may choose not to contract with those unwilling to accept and commit to it.
2.1 OBJECTIVES
NEBEUS is committed to fostering a corporate and work culture of absolute transparency, providing proper training to both employees and collaborators to prevent and detect fraud and corruption.
The goal is to anticipate such events and be prepared for proper management, achieved through implementing good business practices, creating an ethical work environment, and promoting self-control.
NEBEUS aims to reinforce ethics as a core value, ensuring that management operates within the standards of transparency and good business practice.
3. MEASURES FOR RISK MANAGEMENT
A sound strategy for preventing and managing conflicts of interest risks should focus on three main objectives:
• Prevention: Minimize the number of situations where fraud or bribery could occur.
• Detection: Create and apply mechanisms to identify and prevent such risks.
• Immediate Response: Stop and repair damages when necessary.
3.3 MEASURES TO AVOID CONFLICTS OF INTEREST
3.3.1 Conflicts of Interest
Members and collaborators of NEBEUS must avoid situations that may create a conflict between their personal interests and those of the organization.
A conflict of interest occurs when the personal interest of a member or collaborator directly or indirectly clashes with the organization’s interests—meaning that a personal interest could override the interest of NEBEUS, leading to decisions or strategies that deviate from those made solely in the company’s interest.
Examples of personal interest include, but are not limited to, family, friendship, enmity, or direct/indirect economic interest; or when the matter affects them personally or someone connected to them. Any affected member or collaborator must immediately inform the Risk Committee to seek a suitable solution.
Members involved in supplier selection, evaluation, or contracting who face a possible conflict of interest must notify the Risk Committee. No NEBEUS member may make cash payments in dealings with the public sector or engage in such dealings where a conflict of interest exists.
All members must promote the company’s interests and may not personally benefit from opportunities arising through organizational information, nor allow third parties to do so.
Specifically, NEBEUS will address conflicts between:
(a) NEBEUS and:
• (i) Its shareholders or members;
• (ii) Any person directly or indirectly linked to NEBEUS or its shareholders/members through control;
• (iii) NEBEUS management board members;
• (iv) NEBEUS employees;
• (v) NEBEUS clients;
(b) Two or more clients whose interests may conflict.
For the purposes of this Policy, related natural or legal persons to a manager, member, or collaborator include:
a) Spouse or equivalent partner.
b) Ascendants, descendants, and siblings of the member/collaborator or their spouse/partner.
c) Spouses/partners of ascendants, descendants, and siblings.
d) Entities in which the member/collaborator or their related persons hold, directly or indirectly, a controlling interest under the law, or have held such control in the two years prior to joining.
e) Companies/entities in which the member/collaborator or related persons have held, within the past two years, a management or administrative role, or received remuneration from, provided they have had significant influence over financial and operational decisions.
3.3.4 Rules of Conduct in Case of Conflict of Interest
Members and collaborators of NEBEUS must observe the following:
a) Independence: Always act professionally, loyally to the company, and independently of personal or third-party interests.
b) Abstention: Refrain from participating in decisions where a conflict exists, attending related meetings, or accessing confidential information related to the conflict.
c) Disclosure: Communicate the conflict in writing to the immediate superior, who will inform the Risk Committee. Anonymous reports may be made through NEBEUS’ whistleblowing channel under “conflicts of interest.”
The disclosure must indicate:
i) Whether the conflict affects them personally or through a related person (naming them).
ii) The situation causing the conflict, including the object and key terms of the operation or decision.
iii) Measures taken to avoid the conflict and safeguard the general interest.
These principles apply especially where conflicts may be structural and permanent—particularly in procurement and hiring—requiring prior deliberation and binding decision by the Risk Committee.
4. COMMUNICATION PROCEDURE
All individuals under this Policy must immediately report any breach, suspected or actual.
Upon receiving reports, the responsible person will review the case and inform the Risk Committee, which will investigate as appropriate. Confidentiality, whistleblower anonymity, and protection against retaliation will be guaranteed at all times.
5. DISCIPLINARY REGIME
Any conduct contrary to this Policy may lead to disciplinary action under the applicable Collective Agreement and NEBEUS’ disciplinary regime, in accordance with labor law.
Depending on the severity and harm caused, breaches may be considered a violation of contractual good faith or workplace negligence, with consequences under labor law and contractual termination rules.
6. POLICY UPDATES
We may update this Conflicts of Interests Policy from time to time to reflect changes and updates. Any updates will be published on this page with a revised “last updated” date.
We encourage you to revisit this Conflicts of Interests Policy periodically to remain informed about how we deal with Conflics of Interests and keep compliant with related regulation.