While using Teravent and its associated services ("the Services"), you must read and understand Teravent's applicable policies, including this Conflict of Interest Policy and the Teravent Privacy Policy.
Effective on April 14, 2025. Teravent is committed to maintaining the highest standards of integrity, transparency, and independence in all aspects of its carbon removal registry operations.
The purpose of this Conflict of Interest Policy ("Policy") is to establish clear guidelines for identifying, documenting, escalating, managing, mitigating, and monitoring conflicts of interest within Teravent Limited ("Teravent" or the "Company"), a private limited company with operations governed under the laws of United Kingdom and India.
This Policy explains what constitutes a conflict of interest, provides examples relevant to Teravent's carbon removal registry operations, and reinforces the Company's commitment to integrity and transparency.
Teravent is committed to remaining free from conflicts of interest in order to uphold the highest standards of integrity, transparency, credibility, ethical conduct, and trust.
Failure to identify and properly manage conflicts of interest can create significant risks including reputational damage, loss of client confidence, reduced client retention, regulatory consequences, and potential legal exposure.
This Policy applies to all Teravent staff, contractors, and board observers (collectively, "Individuals"), as well as all duly appointed directors ("Directors") of the Board of Teravent (the "Board"). Sections 5.1 to 5.3 apply to all Individuals (excluding Directors). Section 5.4 applies only to Directors.
A conflict of interest arises when a person or entity has competing interests, and serving one interest may be detrimental to another. A Conflict of Interest may arise when an Individual's personal, financial, or external interests interfere, or appear to interfere, with the integrity of Teravent's carbon removal registry operations. Both actual and potential conflicts fall within the scope of this Policy.
Some Conflicts of Interest are legally prohibited, while others may be permissible if properly managed. Both actual conflicts and potential conflicts fall within the scope of this Policy. Some conflicts are ongoing and require continuous management; others may arise in connection with a particular event or transaction.
The perception of a conflict is treated with the same seriousness as an actual conflict.
Within Teravent's registry ecosystem, Conflicts of Interest may arise where personal, financial, or organisational interests could improperly influence decisions or actions. Examples include, but are not limited to:
- Interests in Suppliers: Individuals holding a personal or financial interest in a supplier whose carbon removal activities are being registered or credited within the Teravent Registry.
- Interests in Buyers: Individuals holding interests in buyers who purchase carbon removal credits from suppliers and pay registry fees to Teravent.
- Interests in Verification Bodies: Individuals maintaining interests in a Validation and Verification Body (VVB) appointed by Teravent to audit or verify a supplier's carbon removal claims.
- Overlapping Roles: Individuals holding roles or influence in other organisations operating within the carbon removal ecosystem, such as in credit generation, procurement, verification, management, or trading.
Responsibility for managing Conflicts of Interest is distributed across all levels of Teravent - from individual staff members through to the Board of Directors.
All Individuals (excluding Directors) must proactively identify, declare, and manage any Conflicts of Interest. Declarations must be submitted to their Supervisory Manager. The primary goal of any Mitigation Plan is to eliminate conflicts wherever possible. At a minimum, this should include recusal from decisions in any external organisation in which the Individual has a relevant interest.
- Comply fully with this Policy and any supporting procedures.
- Act with integrity, sound judgment, independence, and objectivity in all professional activities.
- Avoid situations where personal financial interests, family or close personal relationships, or involvement with external entities could create a Conflict of Interest.
- Refrain from influencing the employment conditions of closely affiliated individuals (e.g., family members or close associates).
- Safeguard confidential or proprietary information and avoid misuse.
- Promptly report any new, potential, or actual Conflicts of Interest in writing to their Line Manager.
Supervisory Managers are accountable for overseeing and managing Conflicts of Interest declared by their team members, and for fostering a culture of ethical conduct and transparency.
- Allocate responsibilities to minimise exposure to potential conflicts wherever possible.
- Proactively identify, document, and mitigate any perceived, potential, or actual Conflicts of Interest within their teams.
- Develop proposed Mitigation Plans and escalate promptly to the Executive Committee for endorsement.
- Implement the approved Mitigation Plan and monitor ongoing compliance. If breaches occur, take corrective action - ranging from formal warnings to dismissal for serious or repeated violations.
- Maintain comprehensive records of all declared Conflicts of Interest and review at least annually.
Committee Members (excluding Directors) and those holding governance roles carry heightened responsibilities due to their influence over decision-making. They must comply with all obligations in sections 5.1 and 5.2, and additionally:
- Act in Teravent's best interests, free from undue influence or bias caused by Conflicts of Interest.
- Take a holistic and organisation-wide view when identifying potential or emerging conflicts.
- Recuse themselves from discussions or votes on matters in which they have a Conflict of Interest.
- Avoid engaging in any business activities that compete with Teravent without prior approval from the Executive Committee or Board.
- Maintain accurate and up-to-date disclosures for the duration of their governance role.
The Directors of Teravent hold the highest level of fiduciary responsibility and are entrusted with safeguarding the integrity, transparency, and long-term interests of the organisation.
Directors must comply with statutory and fiduciary duties in each relevant jurisdiction, including sections 171–177 of the Companies Act 2006 (England & Wales) and applicable provisions of the Companies Act 2013 (India).
- Best interests: Prioritise Teravent's objectives above personal, financial, or external interests in every decision.
- Declaring interests: Promptly disclose the nature and extent of any Relevant Interest at a Board meeting or in writing to other Directors.
- Abstaining: Refrain from influencing discussions or participating in votes once a conflict has been declared.
- Recusing: Remove themselves from all discussions, decision-making, and voting related to the Relevant Interest.
- Documenting: Actively monitor and record all actual or potential Conflicts accurately, comprehensively, and promptly.
- Overseeing controls: Ensure robust conflict management systems are in place and regularly reviewed.
- Promoting policy: Support and promote the organisation's Conflict of Interest policies and procedures at all levels.
This Policy will be reviewed annually by the Chief Executive Officer to ensure continued relevance and effectiveness. Amendments will follow discussion at the Executive Committee and, where appropriate, review by the Board.
Individuals who become aware of violations or potential violations must report them promptly to their Supervisory Manager, or, if inappropriate, to the Chief People Officer or the Board.
Teravent prohibits any form of retaliation against Individuals who report, in good faith, a suspected or actual violation of this Policy. Any retaliation will itself be treated as a serious disciplinary matter.
Failure to comply with this Policy may result in disciplinary action, up to and including termination of employment or contract, and may also result in legal action if warranted.