Conflict of

Interest
Policy

CPL-POL-005
Restricted

Compliance
19/11/2019
IGMS-448-71/V2.0

www.ingenico.com

28/32, boulevard de Grenelle, 75015 Paris - France / (T) +33 (0)1 58 01 80 00 / (F) +33 (0)1 58 01 91 35

Ingenico – S.A. au capital de 63 713 047 € / 317 218 758 RCS PARIS
 CPL-POL-005 Conflict of Interest Restricted

Contents

1 Document information....................................................................... 3
1_1 Document evolution ............................................................................................ 3
1_2 Document validity ................................................................................................ 3
1_3 Introduction ......................................................................................................... 3
1_4 Objectives ........................................................................................................... 4
1_5 Scope and Audience ........................................................................................... 4
1_6 References.......................................................................................................... 4

2 Conflict of interest – Definitions and practical cases ..................... 5

3 Process............................................................................................... 6
3_1 Declaration of absence of Conflict of Interest ...................................................... 6
3_2 Declaration of Conflict of Interest ........................................................................ 6
3_2_1 Process to be followed by Internal Employees and Executive Management ... 6
3_2_2 Process to be followed by Directors................................................................. 7
3_3 Annual Declarations and Updates ....................................................................... 7
3_4 Records and Privacy ........................................................................................... 7

4 Breach and Sanctions ....................................................................... 8

4_1 Sanctions ............................................................................................................ 8
4_2 Reporting of breach or potential breach .............................................................. 8

Appendix 1 - Declaration of absence of Conflict of Interest form ..... 9

Appendix 2 Conflict of Interest Declaration Form ............................ 10

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1 Document information

1_1 Document evolution

Revision Type of modification Author Date

Group
V1.0 Creation of the Document 2019/11/19
Compliance

1_2 Document validity

Name Function Date

Document
Sabine Ducroux Chief Group Compliance Officer 2019/11/19
Owner
Verified by Eglantine Delmas EVP, Audit, Risk and Compliance 2019/11/20
Document
Approval Board of Directors 2019/12/12
Authority

1_3 Introduction
Ingenico Group is committed to doing business with integrity in line with the Code of Ethics and Business
Conduct and applicable rules and regulation.

Conflict of Interest refers to any situation where the private interest of a Representative (as defined in
Section 1_5 below) might contradict the interest of Ingenico. It may result in the Representative’s
judgment and commitment to the organization to be impacted.

The risk of Conflict of interest is by nature inherent to a company’s life. Throughout their missions, all
Representatives may be exposed to conflict of interest situations that may be harmful to both Ingenico
and the Representatives. In order to prevent and address this kind of situation, Ingenico relies on its
Representatives to behave with integrity and transparency in accordance with this Conflict of Interest
Policy.

The present Policy supplements the Code of Ethics and Business Conduct (including the attached
Anticorruption Policy to it), by providing a definition and several examples of situations likely to
characterise a situation of conflict of interest as well as the conduct to adopt in order to prevent and
address these situations. This Policy may be supplemented by specific local internal guidelines to be
defined by the local management and human resources if any stricter rule shall apply in compliance with
any local applicable law.

Members of the Group Executive Committee and local management are responsible for ensuring proper
deployment and compliance with this policy in their respective scope.

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1_4 Objectives
• To understand and identify a situation of Conflict of interest;
• To prevent risks associated with such situation of Conflict of interest; and
• To ensure the reporting and management of actual or potential Conflict of interest.

1_5 Scope and Audience

The Conflict of Interest Policy (the “Policy”) applies to:
• Ingenico Group SA, and to each of its subsidiaries,
• all Representatives: which include
o all employees, including without any limitation: apprentices, trainees, and fixed term
employees (“Internal Employees”);
o Member of Ingenico’s committees including without any limitation Group Executive
Committee (“Executive Management”);
o Board members (“Directors”).
• all business activities operated by the Group both:
o internally; and
o with its business partners of any nature, including customers, consultants, suppliers,
intermediaries, distributors, partners or other organizations having a business
relationship with Ingenico (the “Business Partners”).

1_6 References

Reference Title
Code of Ethics and Business Conduct

IGMS-1170528776-1 Group Alert Policy

Ethics Line
Anticorruption Policy
Group Gifts and Hospitality Policy
Local internal policies

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2 Conflict of interest – Definitions and

practical cases
What is a Conflict of Interest?
A Conflict of interest occurs when a Representative’s personal interests, relations or external activities
might affect their impartiality, judgment or ability to act in the best interests of the company. It may
influence, or appear to influence, the exercise of professional duties or judgments.

There are different types of interests, such as: Personal Interest, Financial Interest or Business Interest,
as defined below.

• Personal Interest: Where a person’s relative, partner, or close friend that may be advantaged
or disadvantaged, by any decision that the person may take or is able to influence.
• Financial Interest: Anything of monetary value, including but not limited to:
• Gifts and/or Hospitality as defined in the Group Gifts and Hospitality Policy;
• Equity interests (e.g.: shares and other ownership interests);
• Salary or payment for services (e.g.: consulting fees).
• Business Interest: A person has a business interest in a company seeking to do business with
Ingenico if he or she:
• is an owner/director of, or partner in the company;
• has shares of the company; or
• has a close personal relationship with a person who is an owner or partner, or significant
shareholder in the company.

Conflict of Interest may take different forms that include, but are not limited to, the following
examples:

• Representatives being friends with a business partner participating in a tender they are
handling.
• Representatives having activities that will bring direct or indirect benefit to a competitor,
including without limitation, owning shares in a competitor’s stock or having a side business that
competes with Ingenico.
• A manager and his or her employee are married or dating.
• Representatives’ capacity to use their position for their personal benefit, including without any
limitation, Representatives using connections obtained within Ingenico for their own private
purposes or Ingenico equipment or means to support an external business.

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3 Process
Whether a Conflict of Interest exists or not, a declaration form must be completed.

3_1 Declaration of absence of Conflict of Interest

In the absence of Conflict of Interest, newly hired or appointed Representative must sign a declaration
of absence of Conflict of Interest as set out in Appendix 1 of this Policy during their onboarding process.

3_2 Declaration of Conflict of Interest

Actual and potential Conflicts of Interest or changed circumstances regarding actual and potential
Conflicts of Interest, must be duly reported by new or existing Representatives.

Representatives shall promptly report any Conflict of Interest situation which may affect their work to:
• their line manager or their department manager,
• or the relevant local designated person to whom reports or requests for advice should
be submitted;
• the Compliance or the person in charge of compliance if it would be inappropriate or ineffective
to refer the matter to the persons listed above.

3_2_1 Applicable process

1) Internal Employees and Executive Management must:

• Complete the Conflict of Interest declaration form available on Ingenico Group
Compliance Skyway page or in Appendix 2 of this present Policy (including: the type of the
Conflict of Interest and proposed mitigations measures).
• Return the form duly completed and signed to their line manager or department
manager (or if not appropriate their Compliance department or the person in charge of
compliance), with the relevant Human Resources contact in copy.

2) Internal Employees’ line manager or manager / Executive Management’s relevant local person
in charge of compliance must:
• Complete the last section of the Declaration by accepting and if necessary,
completing the proposed mitigation measures.
• Provide the Employees’ Human Resources department with a scanned copy of the
Declaration duly completed and signed.
• Ensure the actions detailed in the declaration will be implemented in order to properly
manage the declared Conflict of Interest.

If the line manager or department manager has any questions or needs any guidance
with defining the appropriate actions to properly manage the declared Conflict of Interest,
they shall contact their human resources, compliance department or the person in
charge of compliance.

It is also reminded that Executive Management are subject to the MAR Regulation (Market Abuse
Regulation) which regulates transactions within regulated markets.

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3_2_2 Process to be followed by Directors

In respect to their functions, Directors are subject to:

• the MAR Regulation (Market Abuse Regulation) which regulates transactions within
regulated markets;
• the Article 13 of the Rules of Procedure of the Board of Directors of Ingenico Group
S.A. which embodies the management of Conflict of Interests within the Board or other
applicable rules as relevant.

3_3 Annual Declarations and Updates

Representatives may also be annually required to confirm the absence of Conflict of Interest in writing.
Otherwise, they shall therefore complete the declaration of Conflict of Interest set out in Appendix 2.

Should circumstances change, existing declarations that are no longer accurate or complete must be
updated or a new form should be completed in accordance with Section 3_2.

3_4 Records and Privacy

Completed declarations forms shall be stored by the local Human Resources Department.

Such disclosure will be processed in compliance with applicable laws, in particular applicable labour
laws and data protection laws. The processing is based on Ingenico’s legitimate interest including the
prevention of corruption. Ingenico entity of the Employee will be considered as the data controller.
The Employee Privacy Notice provides the other relevant processing information.

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4 Breach and Sanctions

4_1 Sanctions
Any breach of this Policy by Representatives may result in:
- disciplinary sanctions, up to and including termination of employment in accordance with
Ingenico’s internal rules; and
- legal or regulatory sanctions.

4_2 Reporting of breach or potential breach

If a Representative identifies a breach or potential breach of this Policy, they should report it to their line
manager or, the Compliance department, the person in charge of compliance, or to Human Resources,
if it would be more appropriate. The Representative can also report any violation to
ethics@ingenico.com as set out in the Group Alert Policy or through any other reporting mechanism
dedicated to receiving alerts relating to situations infringing the Code of Ethics and Business Conduct,
including the Anticorruption Policy and Gifts and Hospitality Group Policy.

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Appendix 1 - Declaration of absence of

Conflict of Interest form

Declaration of absence of conflict of interest

In reference to the Code of Ethics and Business Conduct (the “Code”) I,

_____________________________________, hereby declare that to the best of my knowledge
I do not have any actual, potential, or perceived Conflict of Interest 1, which may affect my
decisions, actions or judgement as an employee of
________________________________________ (Ingenico company name) or otherwise impact the
independence of my judgement, including without any limitation : Personal Interest2, Financial
Interest3 or Business Interest4.
As soon as a potential or actual Conflict of Interest may occur, I hereby agree to declare it in
writing with full details to my manager and my human resources business partner by using the form
provided to me. I understand that this will allow my employer to adequately manage the Conflict of
Interest, including if required by being removed from any relevant decision-making process.
I understand that the violation of this declaration may constitute a violation of the Code and may result
in disciplinary sanctions.

Name: ____________________________
Date: ____________________________
Signature: ____________________________

Please return this form duly signed on your arrival day to your Human Resources Department
(pdf and original).
Human Resources will store this form in accordance with applicable data protection rules.

1 Conflict of Interest: A conflict of interest exists in any situation when a person has an interest (which may be
financial, private, personal or business) to actually or potentially influence, or appear to influence, the exercise of
professional duties or judgments. Any situation in which an employee’s Personal Interests (as defined below),
relations or external activities might affect their impartiality, judgement or ability to act in the best interests of the
company is deemed a Conflict of Interest.
2 Personal Interest: Where a person has a family member, partner, relative or close friend that may be advantaged

or disadvantaged, by any decision that the person may take or is able to influence.
3 Financial Interest: Anything of monetary value, including but not limited to:

• Gifts and/or Hospitality as defined in the Ingenico Group Gifts and Hospitality Policy;
• Equity interests (i.e.: shares and other ownership interests);
• Salary or payment for services (i.e.: consulting fees).
4 Business Interest: An employee has a business interest in a company seeking to do business with Ingenico if

he or she:
• is an owner/director of, or partner in the company;
• has shares of the company; or
• has a close personal relationship with a person who is an owner or partner, or significant
shareholder in the company.

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Appendix 2 Conflict of Interest Declaration

Form

Declaration of conflict of interest

I, _____________________________ (full name), working as ___________________________

(title), at _______________________________ (Ingenico entity), hereby inform my manager
________________________________ (full name) of the Conflict of Interest5 detailed below.

To the best of my knowledge, I am disclosing all actual, perceived or potential conflicts between my
duties as an employee of Ingenico and my private and/or business interests, in accordance with the
Code of Ethics and Business Conduct of Ingenico Group.

I acknowledge, and agree to comply with, any actions described in Section 5 below.

1. Please tick all the appropriate boxes to which the Conflict of Interest relates:

☐ Personal Interest6 ☐ Procurement of goods and services

☐ Financial Interest7 (including Gifts / ☐ Relationship with third parties (e.g. supplier or
Hospitality) client)
☐ Business Interest8 ☐ Recruitment
☐ Outside work activities (paid/unpaid), ☐ Other (if selected, please detail below)
including provision of external consultancy
services

2. Please tick the appropriate box to which the Conflict of Interest relates:

☐ Actual Conflict of Interest

☐ Potential / Perceived Conflict of Interest

3. Please detail the Conflict of Interest you wish to disclose:

5
Conflict of Interest: A conflict of interest exists in any situation when a person has an interest (which may be financial, private,
personal or business) to actually or potentially influence, or appear to influence, the exercise of professional duties or judgments.
Any situation in which an employee’s personal interests, relations or external activities might affect their impartiality, judgement or
ability to act in the best interests of the company is deemed a Conflict of Interest.
6
Personal Interest: Where a person has a family member, partner, relative, or close friend that may be advantaged or
disadvantaged, by any decision that the person may take or is able to influence.
7
Financial Interest: Anything of monetary value, including but not limited to:
• Gifts and/or Hospitality as defined in the Ingenico Group Gifts and Hospitality Policy;
• Equity interests (i.e.: shares and other ownership interests);
• Salary or payment for services (i.e.: consulting fees).
8
Business Interest: An employee has a business interest in a company seeking to do business with Ingenico if he or she:
• is an owner/director of, or partner in the company;
• has shares of the company; or
• has a close personal relationship with a person who is an owner or partner, or significant shareholder in the
company.

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[to be completed with details of the conflict, including expected duration of such conflict and how it
may affect the execution of your duties toward Ingenico]

4. Please detail your proposed action(s) in order to mitigate or eliminate the Conflict
of Interest:

Name: ____________________________
Date: ____________________________
Signature: ____________________________

Please return this form duly signed to your manager (pdf and original) and a copy to your Human
Resources department.

5. Section to be completed by the manager

Action(s) required to manage the Conflict of Interest*:

[Please detail the action(s) required to manage the declared Conflict of Interest]
☐ As proposed in Section 4 above.
☐ Other (please detail):

I shall ensure that the actions detailed in this section will be implemented in order to properly
manage the declared Conflict of Interest.

Name: ____________________________
Date: ____________________________
Signature: ____________________________

Please return this form duly signed to your Human Resources department (pdf and
original).

*: If you have any questions or need any guidance with defining the appropriate actions to properly
manage the declared Conflict of Interest, please contact your human resources, compliance or
the local person in charge of compliance.

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