1. Purpose
This policy makes sure personal interests never improperly influence decisions made for Subcontext or its customers.
Many of our customers are regulated firms that must manage their own conflicts of interest, and they rely on their suppliers to act with integrity. Identifying conflicts openly and managing them early protects our customers, our people and Subcontext.
2. Scope
This policy applies to directors, employees and contractors. It covers decisions about customers, suppliers, partners, recruitment, pricing, product and the use of company resources.
3. What Is a Conflict of Interest
A conflict arises when a personal, financial or other interest could influence, or could reasonably appear to influence, someone's judgement in their work for Subcontext. Examples include:
- A financial interest in a supplier, customer or competitor
- A close relationship with someone at a supplier or customer
- Outside work or directorships
- Using confidential information for personal benefit
Other examples include taking part in recruiting a relative or partner, accepting significant gifts or hospitality from someone with business pending (see the Anti-Bribery & Corruption Policy), and holding a role with a customer's competitor that gives access to sensitive commercial information.
An interest held by a close family member or partner counts in the same way as your own. A conflict does not mean anyone has done anything wrong. The issue is failing to declare or manage it.
4. Declaring Interests
- Everyone declares actual and potential conflicts when they join, and as soon as a new one arises
- Directors declare their interests at board meetings, in line with the Companies Act 2006
- Declarations are recorded in a register of interests
Declarations are made in writing to a director, or, for a director, to the other directors. A declaration describes the interest, the people or organisations involved and the decisions it might affect. If in doubt, declare it: it is always better to declare an interest that turns out not to matter.
5. Managing Conflicts
- A person with a conflict takes no part in the related decision
- Where a conflict cannot be managed, the activity giving rise to it must stop
- Decisions about how a conflict is managed are recorded
When a conflict is declared, a director who is not involved decides how it will be managed. Depending on the conflict, the options include:
| Approach | Example |
|---|---|
| Step back from the decision | A director with shares in a supplier does not take part in choosing between that supplier and its competitors |
| Restrict access to information | Someone with a close relationship at a customer is not given access to that customer's commercial negotiations |
| Independent review | A second person checks a decision the conflicted person was involved in before it is made |
| Stop the activity | Outside work that competes with Subcontext must end |
Outside work and directorships need a director's agreement before they start.
6. Customers
We never use one customer's confidential information for another's benefit, and every customer's data is kept separate on the platform.
Each customer organisation's data is isolated on the platform and only accessible to that organisation's users. Where Subcontext staff need to access a customer's account, for example to resolve a support request, that access is recorded in the audit log. Where we serve customers who compete with each other, information learned while working with one is never shared with another.
7. Roles and Responsibilities
| Who | Responsibilities |
|---|---|
| Directors | Own this policy, keep the register of interests, decide how conflicts are managed, and declare their own interests |
| Everyone | Declares conflicts promptly, follows the agreed management steps, and asks if unsure |
8. Breaches
Failing to declare a conflict, or acting against the agreed management steps, may lead to disciplinary action or, for contractors, termination of the contract. Decisions affected by an undeclared conflict are reviewed and, where needed, reversed.
9. Review
The register of interests is reviewed at least annually.
Everyone is also asked to confirm at least annually that their declarations are complete and up to date.
10. Related Documents
- Anti-Bribery & Corruption Policy
- Whistleblowing Policy
- Supplier Risk Management Policy
- Access Control Policy
11. Document Control
| Item | Detail |
|---|---|
| Owner | A director of Subcontext Ltd |
| Approved by | The directors |
| Review | At least annually |
| Effective | October 2026 |