XTRM GROUP - investment firm - Kinshasa, DRC

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Professional Conduct Policy

  • Effective Date: November 24, 2024
  • Applicable To: XTRM Group, partners, employees, consultants, representatives, agents, and subcontractors

1. PURPOSE

XTRM Group is committed to conducting all relationships with its clients, partners, suppliers, consultants, contractors and other business stakeholders with integrity, professionalism, transparency, confidentiality and mutual respect. This Policy establishes the principles and procedures that govern how XTRM Group conducts its professional relationships and engagements. It is intended to:

  • prevent and manage actual, potential or perceived conflicts of interest;
  • protect the interests and confidential information of clients and partners;
  • ensure professional independence and objectivity;
  • establish clear standards of ethical and professional conduct;
  • promote transparency and accountability;
  • protect the reputation and interests of XTRM Group and its stakeholders;
  • ensure that services are delivered with diligence, competence and professionalism;
  • establish a clear procedure for identifying and reporting potential conflicts;
  • provide a framework for responsible collaboration with clients and partners.

This Policy applies throughout the entire relationship, from initial discussions and procurement processes through contract execution, delivery, reporting and post-engagement activities.

2. SCOPE

This Policy applies to XTRM Group’s Managing Partner and Partners, employees and associates, consultants and independent contractors, temporary personnel, agents and representatives, subcontractors, joint-venture or consortium partners where applicable, or any individual acting on behalf of XTRM Group. It applies to relationships with clients, prospective clients, strategic partners, business partners, suppliers, consultants, subcontractors, government and public institutions, financial institutions, investors, and other professional stakeholders.

3. OUR COMMITMENT TO CLIENTS AND PARTNERS

XTRM Group recognizes that successful professional relationships are based not only on contractual obligations but also on trust, integrity and mutual accountability. Accordingly, XTRM Group commits to treating every client and partner with:

Integrity. Respect. Confidentiality. Professionalism. Accountability.

We will seek to understand the objectives and expectations of each engagement and will provide services in a manner consistent with the agreed scope, applicable laws, professional standards and contractual requirements. We will not knowingly make commitments that we do not have the capacity or authority to fulfill.

4. CORE PRINCIPLES

4.1. Integrity

XTRM Group shall conduct its activities honestly and ethically. We shall not knowingly provide false or misleading information, manipulate information or results, conceal material facts, misrepresent our qualifications or experience, make unauthorized commitments on behalf of clients or partners, or engage in fraudulent or deceptive conduct.

4.2. Professional Independence

XTRM Group shall maintain appropriate professional independence when providing advisory, consulting, research, assessment, benchmarking or other professional services. Our conclusions, analyses and recommendations shall be based on available evidence, professional judgment and the agreed methodology rather than inappropriate external influence.

Where an actual, potential or perceived conflict could materially affect our independence, it shall be disclosed and appropriately managed.

4.3. Objectivity

Where XTRM Group is engaged to conduct assessments, research, audits, benchmarking, evaluations or advisory work, we shall seek to distinguish clearly between facts, observations, information provided by third parties, professional analysis, assumptions, and recommendations. We shall not intentionally distort findings in order to favor or disadvantage a client, competitor, partner or other stakeholder.

4.4. Confidentiality

XTRM Group shall protect confidential information received from clients and partners. Confidential information may include business plans, financial information, strategic information, commercial information, customer information, employee information, contracts, pricing, operational information, intellectual property, technical information, research results, reports, data and databases, passwords and access credentials, information expressly designated as confidential, as well as any information that should reasonably be understood to be confidential.

Confidential information shall only be used for legitimate business purposes connected to the relevant engagement.

5. CONFLICT OF INTEREST

5.1. Definition

A conflict of interest may arise where an individual’s or organization’s personal, financial, professional or commercial interests could improperly influence, or appear to influence, the performance of professional responsibilities. A conflict may be:

  • Actual: A conflict currently exists.
  • Potential: Circumstances could reasonably develop into a conflict.
  • Perceived: A reasonable third party could believe that a conflict exists, even where no actual conflict has been established.

XTRM Group recognizes that the appearance of a conflict can be relevant to the integrity and credibility of an engagement.

6. EXAMPLES OF POTENTIAL CONFLICTS

Potential conflicts may include, but are not limited to:

  • financial interests in a client or competitor;
  • personal relationships with individuals responsible for procurement or decision-making;
  • simultaneous engagements involving competing organizations;
  • access to confidential information belonging to one client that could be relevant to another client;
  • personal interests that could influence professional judgment;
  • gifts, hospitality or benefits that could improperly influence decision-making;
  • involvement in competing bids or procurement processes;
  • ownership or control interests in relevant suppliers or counterparties;
  • previous employment or consultancy relationships that could materially affect independence;
  • acting for two parties with materially conflicting interests in the same transaction without appropriate disclosure and consent.

7. CONFLICT OF INTEREST PROCEDURE

XTRM Group shall apply the following procedure.

  • Step 1 — Identification: Potential conflicts shall be identified during client onboarding, procurement and bidding processes, proposal preparation, project initiation, staffing, project execution, contract renewal, and/or changes in project scope.
  • Step 2 — Internal Assessment: The Managing Partner or designated responsible person shall assess the nature of the conflict, the parties concerned, the information involved, the potential impact on independence as well as whether the conflict can be adequately managed.
  • Step 3 — Disclosure: Where appropriate, XTRM Group shall disclose the conflict to the affected client or partner. The disclosure shall provide sufficient information to enable the relevant party to understand the nature and potential implications of the conflict.
  • Step 4 — Mitigation: Depending on the circumstances, mitigation measures may include changing personnel, restricting access to information, establishing information barriers, separating project teams, obtaining additional approvals, modifying the scope of work, obtaining written consent, and declining a particular assignment.
  • Step 5 — Decision: Where the conflict cannot be adequately managed, XTRM Group may decline or withdraw from the relevant engagement.
  • Step 6 — Documentation: Material conflicts and the measures taken to address them shall be appropriately documented.

8. CONTINUING DUTY TO DISCLOSE

Conflict-of-interest assessment is not a one-time exercise. All XTRM Group personnel involved in an engagement have a continuing obligation to disclose any circumstance that may create an actual, potential or perceived conflict. A new conflict identified during an engagement shall be reported promptly to the Managing Partner or designated project lead. Where appropriate, the affected client or partner shall also be notified.

9. CONFIDENTIALITY AND INFORMATION BARRIERS

Where XTRM Group serves clients operating in the same or competing sectors, particular care shall be taken to protect confidential information. XTRM Group shall not use confidential information obtained from one client for the benefit of another client, for its own unauthorized commercial benefit, to influence another engagement, or to obtain an unfair competitive advantage. Where necessary, XTRM Group may establish internal information barriers or restrict access to specific project information.

10. CLIENT DATA AND INFORMATION SECURITY

XTRM Group shall apply reasonable organizational and operational safeguards to protect information entrusted to it. Access to confidential information shall be based on the principle of:

Need to know and need to access.

Project information shall only be accessible to individuals who require such access for legitimate professional purposes. Where specific client requirements apply, XTRM Group shall comply with the client’s contractual or documented information-security requirements, provided that such requirements are communicated and applicable to the engagement.

11. PROFESSIONAL CONDUCT

All persons acting on behalf of XTRM Group are expected to act honestly, behave professionally, treat clients and partners respectfully, maintain appropriate independence, protect confidential information, comply with applicable laws and contractual obligations, avoid inappropriate personal interests, accurately represent XTRM Group’s capabilities, maintain professional records, promptly communicate material issues, respect the reputation and legitimate interests of clients and partners.

12. ANTI-BRIBERY AND ANTI-CORRUPTION

XTRM Group maintains a zero-tolerance approach to bribery and corruption. Neither XTRM Group nor any person acting on its behalf shall offer, promise, authorize, request or accept an improper payment, benefit or advantage intended to influence a business decision. This includes bribes, kickbacks, facilitation payments where prohibited by applicable law or policy, improper commissions, concealed benefits, and payments intended to influence procurement decisions. XTRM Group shall comply with applicable anti-bribery and anti-corruption laws and with relevant client requirements communicated as part of an engagement.

13. GIFTS AND HOSPITALITY

Gifts, hospitality, entertainment or other benefits offered or received in connection with professional relationships shall not influence or appear to influence a business decision, create an obligation, compromise professional independence, be excessive or inappropriate or violate applicable laws or client policies. Where there is uncertainty regarding a gift or benefit, the matter shall be referred to the Managing Partner or designated responsible person before acceptance.

14. FAIR AND TRANSPARENT PROCUREMENT

When participating in procurement processes, XTRM Group shall:

  • provide accurate information;
  • submit genuine qualifications and references;
  • respect procurement procedures;
  • avoid collusion;
  • avoid improper communication with evaluators;
  • avoid attempts to improperly influence the selection process;
  • disclose material conflicts;
  • respect confidentiality requirements.

XTRM Group shall not seek confidential information concerning competitors’ proposals or use improperly obtained information to gain an advantage.

15. RELATIONSHIPS WITH COMPETITORS

XTRM Group may provide services to organizations operating within the same industry or competitive environment, provided that doing so does not create an unmanaged conflict of interest. In such circumstances, XTRM Group shall:

  • protect each client’s confidential information;
  • maintain separate project teams where appropriate;
  • restrict access to confidential materials;
  • avoid sharing client-specific information;
  • disclose material conflicts where appropriate;
  • decline an engagement where independence or confidentiality cannot reasonably be protected.

16. MYSTERY SHOPPING, MARKET RESEARCH AND BENCHMARKING

Where XTRM Group performs Mystery Shopping, market research, benchmarking or competitive intelligence assignments, all activities shall be conducted professionally and within the agreed scope. Personnel shall not:

  • misrepresent themselves beyond what is reasonably required by an approved research methodology;
  • obtain information through fraud or unlawful means;
  • access restricted information;
  • intentionally disrupt a competitor’s operations;
  • misuse confidential information;
  • fabricate observations or results.

Research findings shall be based on actual observations and documented evidence to the extent reasonably possible.

17. ACCURACY OF REPORTING

XTRM Group is committed to delivering reports that are accurate, clear, evidence-based, internally consistent, appropriately qualified, and understandable to the intended audience. Material errors identified after submission shall be communicated to the client promptly and corrected appropriately.

18. CLIENT COMMUNICATION

XTRM Group shall maintain clear and professional communication throughout an engagement. We shall seek to communicate promptly regarding significant changes in scope, delays, material risks, dependencies, unexpected circumstances, quality concerns, conflicts of interest, and issues requiring client decisions. We believe that early communication of a problem is preferable to allowing a problem to become a larger issue.

19. SCOPE MANAGEMENT

XTRM Group shall seek to ensure that services are delivered within the scope agreed with the client. Where additional work is requested or becomes necessary, XTRM Group shall, where appropriate:

  • clarify the additional requirement;
  • assess its impact on time, resources and cost;
  • communicate the implications to the client;
  • obtain the required authorization before undertaking material additional work.

20. QUALITY COMMITMENT

XTRM Group is committed to maintaining an appropriate level of quality throughout each engagement. Our approach is based on:

Plan → Execute → Review → Improve

Depending on the nature of the engagement, quality controls may include project planning, methodology review, supervision, peer review, data validation, quality checks, management review, client feedback, and corrective actions.

21. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing:

  • each party shall retain ownership of its pre-existing intellectual property;
  • confidential materials supplied by a client shall remain the property of the client;
  • XTRM Group’s pre-existing methodologies, frameworks, templates, know-how and tools shall remain the property of XTRM Group;
  • deliverables and ownership rights shall be governed by the applicable contract.

XTRM Group shall not use a client’s proprietary materials outside the authorized scope of an engagement.

22. SUBCONTRACTORS AND EXTERNAL CONSULTANTS

Where XTRM Group engages consultants, subcontractors or external specialists, it shall seek to ensure that they possess the appropriate competence, understand the relevant scope of work, comply with confidentiality requirements, comply with applicable professional standards, disclose relevant conflicts, and follow applicable client requirements. XTRM Group remains responsible for the appropriate management and supervision of subcontracted activities within the scope of its contractual obligations.

23. RECORD KEEPING

XTRM Group shall maintain appropriate records relating to material aspects of client engagements, including where applicable, contracts, proposals, statements of work, conflict declarations, approvals, project documentation, deliverables, material communications, and quality-control records. Records shall be retained in accordance with applicable legal, contractual and internal requirements.

24. REPORTING CONCERNS

Any XTRM Group employee, consultant or representative who becomes aware of a potential conflict of interest, bribery or corruption, fraud, confidentiality breach, manipulation of results, serious professional misconduct, or unauthorized disclosure; shall promptly report the matter to the Managing Partner or another person designated by XTRM Group. No person shall be penalized for raising a genuine concern in good faith.

25. NON-RETALIATION

XTRM Group does not tolerate retaliation against a person who, in good faith, reports a potential conflict, raises an ethical concern, reports suspected misconduct, requests clarification regarding a professional obligation, or refuses to participate in conduct that may violate applicable law or this Policy.

26. CLIENT AND PARTNER COMMITMENTS

In every professional relationship, XTRM Group seeks to uphold the following commitments:

  • We commit to be honest. We will provide information that is accurate to the best of our knowledge and will not deliberately mislead our clients or partners.
  • We commit to be confidential. We will protect information entrusted to us and use it only for authorized professional purposes.
  • We commit to be professional. We will deliver our services with appropriate care, competence, diligence and respect.
  • We commit to be objective. We will base our analyses and recommendations on evidence, professional judgment and agreed methodologies.
  • We commit to communicate. We will keep clients and partners appropriately informed of material developments affecting an engagement.
  • We commit to accountability. We will take responsibility for our obligations and address material issues openly.
  • We commit to continuous improvement. We will use feedback, lessons learned and project reviews to improve the quality of our services.

27. CLIENT AND PARTNER RESPONSIBILITIES

A successful engagement also requires appropriate cooperation from our clients and partners. We therefore expect clients and partners, within the scope of their responsibilities, to provide accurate and relevant information, communicate material requirements and constraints, identify applicable policies and procedures, provide timely decisions and approvals, respect agreed contractual terms, protect confidential XTRM Group information, communicate potential conflicts, and treat XTRM Group personnel professionally and respectfully.

These expectations are intended to establish a relationship based on mutual accountability rather than one-sided obligations.

28. CONFLICT OF INTEREST DECLARATION

As part of an individual procurement process or engagement, XTRM Group may issue a specific Conflict of Interest Declaration based on this Policy. Unless otherwise required by a client, such declaration shall confirm that:

  • XTRM Group has assessed potential conflicts relevant to the engagement;
  • no known unmanaged conflict exists at the date of declaration;
  • any material conflict identified will be disclosed;
  • XTRM Group will cooperate with the client’s reasonable conflict-management requirements;
  • XTRM Group will maintain its obligation to disclose new conflicts during the engagement.

29. CLIENT-SPECIFIC REQUIREMENTS

XTRM Group recognizes that individual clients may have additional requirements relating to procurement, confidentiality, anti-corruption, information security, data protection, conflicts of interest, gifts and hospitality, ethical conduct, and supplier management. Where such requirements are communicated to XTRM Group and incorporated into the applicable engagement, XTRM Group shall seek to comply with them to the extent applicable and legally permissible.

Where a client requirement conflicts with applicable law or an existing contractual obligation, the matter shall be escalated for clarification before implementation.

30. MANAGEMENT RESPONSIBILITY

The Managing Partner has overall responsibility for the implementation of this Policy within XTRM Group. The Managing Partner may delegate operational responsibilities while retaining appropriate oversight. Management shall ensure that:

  • relevant personnel are aware of the Policy;
  • material conflicts are reviewed;
  • appropriate mitigation measures are implemented;
  • significant ethical concerns are escalated;
  • the Policy is periodically reviewed.

31. BREACHES OF THIS POLICY

Failure to comply with this Policy may result in appropriate corrective or disciplinary action, depending on the circumstances and applicable contractual and legal requirements. Potential consequences may include additional training, removal from an engagement, restriction of access to information, termination of a consultant or subcontractor relationship, disciplinary measures, termination of an engagement, or reporting to the appropriate authority where legally required.

32. POLICY REVIEW

This Policy shall be reviewed periodically and may be updated to reflect changes in applicable laws and XTRM Group’s activities, lessons learned, client requirements, changes in professional standards and/or improvements in internal controls. The current approved version shall be maintained by XTRM Group management.

33. MANAGEMENT DECLARATION

XTRM Group hereby confirms its commitment to conducting its relationships with clients and partners according to the principles set out in this Policy. We recognize that trust is earned through consistent conduct, and we therefore seek to build professional relationships based on:

Integrity. Independence. Confidentiality. Professionalism. Accountability.

We further commit to identifying and appropriately managing conflicts of interest, protecting confidential information, communicating material concerns promptly and delivering professional services with diligence and respect.

34. APPROVAL

For and on behalf of XTRM Group

David Muanda | Managing Partner