LGL-WMS-015

LGL-WMS-015
Alstom Instruction
for Managing
Conflicts of Interest
To be used as is
DOCUMENT SUMMARY :
This Instruction for Managing Conflicts of Interest is intended for every Alstom employee who may
face a situation where a conflict arises between his or her personal interests and those of Alstom.
Verified By : Anne-Sophie CHAUVEAU-GALAS / SVP Human 16/07/20

Resources
Approved By : Inge DE-VENTER / Chief Compliance Officer 16/07/20
UNCONTROLLED WHEN PRINTED – Not to be used before verification of applicable version number
“CONFIDENTIAL -TRADE SECRET” - © ALSTOM SA 2019. All rights reserved. Reproduction, use or disclosure to third parties, without express written
authorisation, is strictly prohibited.
Document Reference: Application
ALSTOM instruction for Managing LGL-WMS-015 date :
Conflicts of Interest Version C July 2020
Written by: Anissa AIB /E&C Compliance Officer Process
Anne-Sophie CHAUVEAU-GALAS / Ensures that the technical/ process

Verified by:
SVP Human Resources accuracy has been checked.
Orders, by his signature, the

Approved by: Inge DE-VENTER / Chief Compliance Officer
implementation of the document.
U :To be used as is
Contents
Preamble ................................................................................................................................. 2
Purpose / Objectives .............................................................................................................. 3
Scope of application .............................................................................................................. 3
Activities description ............................................................................................................. 6
Section 1 – Principles ....................................................................................................... 6
1.1 Complying with laws, regulations and rules .......................................................... 6

1.2 No advantage ........................................................................................................... 6
1.3 Disclosure................................................................................................................. 6
1.4 Record ...................................................................................................................... 6
1.5 Duty of impartiality and objectivity ......................................................................... 6
1.6 Confidentiality .......................................................................................................... 7
1.7 Communication ........................................................................................................ 7
Section 2 – Do and Don’t .................................................................................................. 8
Section 3 – Conflict of interest management .................................................................. 9
3.1 From the employee perspective .............................................................................. 9

3.2 From the manager perspective ............................................................................... 9
3.3 From the Unit HR manager perspective ................................................................. 9
3.4 From the Regional Compliance Officer perspective ............................................ 10
Section 4 – Take an ethical decision ............................................................................. 10
Section 5 – Adaptation.................................................................................................... 10
Table of Appendices
A Reference .......................................................................................................................... 11
A–1 Parent documents .................................................................................................. 11

A–2 Child documents .................................................................................................... 11
A–3 Other documents ................................................................................................... 11
B Control Sheet .................................................................................................................... 11

“CONFIDENTIAL -TRADE SECRET” - © ALSTOM SA 2020. All rights reserved. Reproduction, use or disclosure to third parties,
without express written authorisation, is strictly prohibited.
LGL-WMS-015.docx 1/11
Document Reference : Application
Preamble
The ALSTOM Code of Ethics is essential for ensuring the proper conduct of our day-to-day business. This
Instruction for Managing Conflicts of Interest is designed to provide detailed rules relating to the Alstom
Code of Ethics.
The Code of Ethics[P1] says “A conflict of interest occurs when a personal interest interferes with Alstom’s
legitimate business interests. Conflicts of interest can happen if your personal, social, financial or political
activities (or those of your family members or relatives) interfere with your professional responsibilities at
Alstom. if you face a situation involving an actual or perceived conflict of interest, you must disclose it to your
management.
The following situations can create a conflict of interest:

 Outside employment
 Serving as a director or consultant
 Making or holding any investments in an existing or potential supplier, customer, competitor,
consulting company or any business partner of Alstom
 Dealing directly with a business partner who may be a customer, a supplier, a sales partner or any
other third party, if your family members or relatives are employed by that third party
 Hiring former government employees or their family members.
To prevent conflicts of interest, employees must use common sense and act appropriately in all situations
where the objectivity of business decisions could be impaired.”
Alstom is fully committed to comply with the requirements of the OECD Anti-Bribery Convention, French
criminal law, the US Foreign Corrupt Practices Act (FCPA),the French Anticorruption Act of 2007 and the
French Anti-Corruption law Sapin II, the UK Bribery Act 2010, and with all applicable laws and regulations in
the countries in which we are present and operate. Alstom also follows the voluntary standards of the
International Chamber of Commerce (ICC) and the guidance of the “Resource Guide to the US Foreign Corrupt
Practices Act.
A breach of any of these laws is a serious offence which can result in heavy fines for Alstom as an organization
and for individual employees. Even the appearance of a breach of these laws could damage Alstom’s reputation
and put employees at risk .”
Purpose / Objectives
The Instruction for managing conflicts of interest intends to provide Ethics & Compliance principles
for every Alstom employee who may face a situation where a conflict arises between his or her personal interests
(or those of family members or relatives or circle of friends) and those of Alstom.
For information purposes, and in addition to the Alstom Code of Ethics [P1], the Instruction for Managing
Conflicts of Interest may be communicated to third parties, in particular customers, suppliers and consultants.
Scope of application
Alstom fully respects employees’ private lives but expects them to avoid conflicts of interest.
All Alstom employees must act at all times in their professional capacity in the interests of Alstom. If they
have some personal interest which would or could affect their ability to act in Alstom’s interest, a conflict of
interest may exist.
Conflicts of interest refer to situations where Alstom employees’ personal or pecuniary interests could
improperly influence their decisions and the impartiality of their professional duties and responsibilities. In
case of conflicts of interest, judgement can be distorted, and decisions may be more in favour of employees’
own interests than those of Alstom.
 “Conflict of interest” is a situation in which an employee has an interest sufficient to appear to

influence the objective exercise of his or her professional duties and responsibilities.
 “Interest” means:
 a pecuniary interest (no matter how small or immaterial it may be)
 a personal interest, arising from relationship of Alstom employee.
Employee’s interest may be either:

 direct
 indirect (ex: in favour of family members, relatives, circle of friends).
Conflicts of interest may be real or apparent:

 A real conflict of interest refers to a situation where an Alstom employee’s professional duties and
responsibilities are obviously influenced by a private interest.
ex: an employee places orders with a company which is owned by her spouse
 An apparent conflict of interest refers to a situation where an Alstom employee’s private interests
appear to influence their professional duties and responsibilities.
ex: an employee places orders with a company of which her spouse is an employee without any
ownership interest
As a general but non-exhaustive definition:

 “Family member” includes a person’s children, parents, spouse, stepfamily, siblings and parents-in-
law.
 “Relative” includes other family members.
 “Circle of friends” includes close friends, alumni, or any group with which employees identify
themselves.
When conflicts of interest facilitate the obtaining or promising of an improper advantage, there is a risk of
corruption and bribery. A bribe is the promising or giving or the requesting or receiving of an undue
advantage in order to obtain or retain business (or other advantage).
Conflicts of interest can expose Alstom or its employees to accusations of unfairness, partiality or deceit.
Conflicts of interest can also raise the issues of fraud, of violation of confidential information, of insider
trading, of breach of trust and of misuse of company property.
Conflicts of interest impact on Alstom’s reputation and those of its employees.
 Most common situations of conflict of interest:
Employment:
An Alstom employee has a second job at an Alstom customer, supplier, sub-contractor, business partner or
competitor or performs another activity such as consulting
An employee works part-time in the evening for a company that makes a product that competes with the
products of his full-time employer.
A family member or a relative of an Alstom employee holds a “decision making” position in a company being
an Alstom customer, supplier, sub-contractor, business partner or competitor.
A sourcing member hires his brother-in-law to provide vending services to the company lunch areas.
Directorship: An Alstom employee or one of his or her family members or relatives holds a directorship in a
company being an Alstom customer, supplier, sub-contractor, business partner or competitor.
Investment: An Alstom employee or one of his or her family members or relatives owns 5% or more of the
equity / shares of an Alstom customer, supplier, sub-contractor, business partner or competitor.
Business transaction: An Alstom employee or one of his or her family members or relatives takes or holds a
personal financial interest in a transaction in which it is known Alstom is or may be interested.
Charitable organisation: An Alstom employee or one of his or her family members holds a position in a
charitable organisation which has a relationship with Alstom.
Gifts & Hospitality: An Alstom employee or one of his or her family members or relatives benefits or provides
an advantage, including gifts and hospitality, to or from a public official, customer, supplier, sub-contractor,
business partner or competitor.
Other Alstom employees: An Alstom employee and one of his or her family members or relatives hold a
position which raises a contradiction in terms of the Segregation of Duties rules.
Public officials: An Alstom employee or one of his or her family members or relatives has a close relationship
with a public official or public authority, having a regulatory or supervisory power over Alstom, and if this
relationship could appear or be used to obtain or retain business or secure any facility or favour that infringes
regulations.
Public officials include, but are not limited to:

 public or government officials, agents, employees, or representatives;
 any political party or political party officials, agents, employees or representatives,
 candidates for public or political party office,
 members of public assemblies,
 officials and employees of international organisations,
 judges or officials of international courts,

 government controlled administrations’ and state-owned companies’ employees.
If you are in doubt or have questions about the definition of public officials, ask the Ethics & Compliance
department or your Legal department.
Activities description
Section 1 – Principles
1.1 Complying with laws, regulations and rules
Alstom’s reputation for integrity is built upon its respect of the laws, regulations and other mandatory
requirements that apply to the conduct of business in the public and private sectors in all countries in which it
operates.
Most countries have laws, regulations or rules prohibiting real or apparent conflicts of interest in the public
sector and laws prohibiting corruption, fraud, or violation of confidential information.
All Alstom’s employees must also comply with all applicable instructions and rules.
1.2 No advantage
No Alstom employee is allowed to obtain or provide any advantage, pecuniary or otherwise, as a result of a
conflict of interest. For more details on Gifts and Hospitality, refer to the related Alstom Instruction [O1]
1.3 Disclosure
All Alstom employees have a duty of transparency in relation to conflicts of interest. Disclosure is in their best
professional interest.
All Alstom managers have a duty to prevent and detect conflicts of interest and therefore to encourage employees
to disclose them.
The purpose of this disclosure is to take an ethical decision by clarifying the situation and thus ensuring the
continuity of business in accordance with Alstom interests.
Note: No decision can be made by the employee himself or herself alone. The employee must be formally informed
of the decision.
When an employee is faced with a real or apparent conflict of interest, he or she must inform his or her manager
in order to obtain a written decision on how to proceed using the disclosure form [C1]
1.4 Record
The disclosure form must be kept by the Unit HR Manager and put in the employee file in order to maintain a
formal record of the disclosure and action plan. The HR manager shall also communicate the conflict of interest
and the action plan to the Region Compliance Officer for the relevant region or the Chief Compliance Officer
for the headquarters.
1.5 Duty of impartiality and objectivity
All professional decisions must be made impartially and objectively.

 Impartiality means not favouring one party above another.
 Objectivity requires an employee to be unbiased, to put aside his or her personal opinions and to act only
in the interest of Alstom.
Following Alstom’s processes, which are designed for the best of its interest, in all business decisions is a
warranty for impartiality and objectivity.
1.6 Confidentiality
Alstom employees who are in possession of confidential and proprietary information must keep such
information confidential and use it only for authorised purposes. Refer to the Alstom Code of Ethics [P1]
1.7 Communication
For information purposes, you can communicate to external stakeholders the Alstom Code of Ethics [P1] and
this Instruction for Managing Conflicts of Interest
Section 2 – Do and Don’t
 Always inform your manager of a real or an apparent conflict of interest.

 Conduct your relationship with customers, suppliers and sub-contractors, business partners in a
professional, impartial and objective manner following Alstom’s processes, rules and procedures.
 As professional situations evolve, pay attention to conflicts of interest that may arise from a new position,
you or one of your close relatives may hold.
 Don’t invest in a supplier, customer, competitor, consulting company or any business partner if the nature
of such investments might affect a business decision.
 Don’t take a second job where your other employer is a direct or indirect competitor, supplier or customer
or business partner of Alstom.
 Don’t accept personal discounts, gifts or hospitality or other improper benefits from suppliers, service
providers or customers that might place you under an obligation.
 Don’t make improper use of your position at Alstom or of Alstom confidential information to achieve a
personal interest or indirect gain.
 Don’t deal directly with a customer, a supplier, a sub-contractor, a business partner, if you or one of your
family members or relatives has an interest in such third parties (investment, employment, directorship).
 Don’t get involved in the hiring, supervision, management or career planning of one of your family
members or relatives.
 Don’t allow your relationships with Alstom’s customers, suppliers and sub-contractors, or business
partners to influence your decisions made on behalf of Alstom.
Section 3 – Conflict of interest management

3.1 From the employee perspective
If a situation where there is a real or apparent conflict of interest arises:

1. Identify the conflict of interest prior to making a decision on behalf of Alstom.
To identify whether a situation might create a conflict of interest, ask yourself the following questions:
 Would other Alstom employees or an outsider think it might affect how I take decisions for the
company? Would I be embarrassed if anyone inside Alstom knew about the situation?
 Would I or one of my family members or relatives or circle of friends gain benefit by virtue of my
relationship with the third party?
 Could it affect any decision I might take at Alstom?
 Do I feel under any obligation due to the relationship I have with the third party?
 Does the relationship I have with the third party appear to compromise my ability to take decision
in Alstom’s interest?
 How might it look to someone outside Alstom?
If the answer to any of the above questions is “Yes” or “Perhaps”, you are involved in a conflict of interest.
2. Disclose to your manager in writing the relevant facts, explaining the circumstances which you believe
create or might create a conflict of interest. You must use the Conflict of Interest Disclosure Form.
3. Wait for the formal decision from your manager and the completion of the approval process.
4. When the conflict of interests disappears, inform your manager in writing and your manager’s supervisor
and the Unit HR manager.
3.2 From the manager perspective
1. When an employee discloses a real or apparent conflict of interest, you must first understand all the facts
relating to the business context. If you are in doubt on how to analyse the conflict of interest, don’t hesitate
to contact the Legal, HR or Ethics & Compliance departments.
2. If the employee’s private interest influence or could influence the impartiality and the objectivity of his or
her professional duties and responsibilities and thereby impact on the performance of Alstom, you must:
 exclude the employee from this decision process,
 or if you decide to maintain the employee in the decision process, to protect Alstom, you need to:
o precisely document your decision,
o put in place measures to protect Alstom, such as a dual control on the employee’s decisions.
3. In all cases, you must sign the Conflict of Interest Disclosure Form signed by the employee, have it
approved by your supervisor and the Unit HR manager, and finally inform the employee.
3.3 From the Unit HR manager perspective
 Sign the Conflict of Interest Disclosure Form, signed by both the employee and his or her manager.
 Ensure you are in a position to register, store and manage all the Conflict of Interest Disclosure Forms
transmitted by the managers of the Unit.
 Communicate the conflict of interest and the action plan to the Region Compliance Officer for the relevant
region or the Chief Compliance Officer for the headquarters.
3.4 From the Regional Compliance Officer perspective
Maintain a record of all declared conflicts of interests and actions plans for analysis and the implementation
of specific risk mitigation measures required to address weaknesses in the E&C management system.
Section 4 – Take an ethical decision
 In case of question or doubt, always seek guidance from the management of the unit and/or from the
Legal department and/or from the Ethics & Compliance department.
 Use your common sense.
 Strictly follow Alstom’s rules and Ethics & Compliance Instructions
 Do not put Alstom in an unlawful or questionable position.
Section 5 – Adaptation
The Instruction for Managing Conflicts of Interest may need some adaptation to comply with local conditions.
The same applies to the appendix, Conflicts of interest Disclosure Form, which must be compliant with Labour
and Data Privacy laws, amongst others.
The instruction has to be reviewed by the Country Legal Counsel and the Country HR Director.
The adaptation is subject to approval by the General Counsel.
A Reference
The following documents are referenced through the text.

A–1 Parent documents
[P1] LGL-PRO-003 ................... Code of Ethics
A–2 Child documents

[C1] LGL-FRM-003 ..................... Conflict of Interest Disclosure
A–3 Other documents

[O1] LGL-WMS-010 ................. Instruction for Gifts and Hospitality
B Control Sheet
Version Date Content of Modification Author(s)

Nov 2015 Integration of corporate E-book 2.6 to
A Alstom AMS Marion Grange
Modification on the definitions and

B June 2019 process to be in accordance with the Marion Grange
micro-learning on Conflicts of interest
General update to be in line with the new
C July 2020 Anissa AIB
Code of Ethics and Alstom re-branding

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Veriﬁed By : Anne-Sophie CHAUVEAU-GALAS / SVP Human 16/07/20

Approved By : Inge DE-VENTER / Chief Compliance Ofﬁcer 16/07/20

Written by: Anissa AIB /E&C Compliance Officer Process

Anne-Sophie CHAUVEAU-GALAS / Ensures that the technical/ process

Orders, by his signature, the

Purpose / Objectives .............................................................................................................. 3

Scope of application .............................................................................................................. 3

Activities description ............................................................................................................. 6

Section 1 – Principles ....................................................................................................... 6

1.1 Complying with laws, regulations and rules .......................................................... 6

Section 2 – Do and Don’t .................................................................................................. 8

Section 3 – Conflict of interest management .................................................................. 9

3.1 From the employee perspective .............................................................................. 9

Section 4 – Take an ethical decision ............................................................................. 10

A–1 Parent documents .................................................................................................. 11

B Control Sheet .................................................................................................................... 11

The following situations can create a conflict of interest:

 “Conflict of interest” is a situation in which an employee has an interest sufficient to appear to

Employee’s interest may be either:

Conflicts of interest may be real or apparent:

As a general but non-exhaustive definition:

 Most common situations of conflict of interest:

Public officials include, but are not limited to:

 judges or officials of international courts,

1.1 Complying with laws, regulations and rules

1.5 Duty of impartiality and objectivity

All professional decisions must be made impartially and objectively.

Section 2 – Do and Don’t

 Always inform your manager of a real or an apparent conflict of interest.

Section 3 – Conflict of interest management

If a situation where there is a real or apparent conflict of interest arises:

3.2 From the manager perspective

3.3 From the Unit HR manager perspective

3.4 From the Regional Compliance Officer perspective

Section 4 – Take an ethical decision

The following documents are referenced through the text.

A–2 Child documents

A–3 Other documents

Version Date Content of Modification Author(s)

Modification on the definitions and

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