ZYC-CON-001 Conflicts of Interest Policy
(Applies to all Zeyro staff, directors, contractors, and consultants — Updated October 2025)
Background
Zeyro is authorised by the FCA and must comply with SYSC 10.1, which requires regulated firms to identify and manage conflicts of interest that could damage a client’s interests or the integrity of the market. Given Zeyro’s size and governance structure, the most significant conflicts arise at Board level, where directors may hold multiple professional roles or external appointments.
This policy outlines how Zeyro identifies, records, and manages such conflicts — and how those controls link directly into the Business-Wide Risk Assessment (BWRA).
Purpose
To ensure that Zeyro:
Identifies and assesses conflicts that could impair objectivity, independence, or regulatory compliance.
Maintains transparent records and formal oversight of all conflicts.
Demonstrates to the FCA that conflicts are actively managed, not merely disclosed.
Key Principles
1. Identification
Conflicts may arise where:
Directors or senior managers have external appointments or shareholdings that overlap with client interests.
Zeyro’s commercial incentives could affect its approval or monitoring decisions.
Staff perform multiple roles that could compromise independence.
All actual and potential conflicts must be disclosed to the MLRO / Compliance Officer and recorded in the Conflicts Register.
Controls risk by ensuring that awareness and documentation occur before conflicts can influence decisions.
2. The Conflicts Register
The Conflicts Register is maintained on Confluence and reviewed at every Board meeting.
The MLRO is responsible for updates and ensuring agreed mitigations are implemented.
Entries include:
Nature of conflict
Individuals involved
Assessment of materiality
Control or mitigation actions
The Register forms a core part of the BWRA evidence base, ensuring conflicts are evaluated as part of enterprise risk management.
Controls risk by providing continuous, auditable oversight at Board level.
3. Board-Level Conflicts
Directors must declare all current and prospective external roles, directorships, and investments annually and whenever changes occur.
At each Board meeting, members must confirm that no new conflicts have arisen since the previous meeting.
When a conflict exists:
The conflicted director must recuse themselves from related decisions.
Minutes record both the declaration and the recusal.
Where independence cannot reasonably be maintained, the Board will delegate authority to a non-conflicted director or external adviser.
Controls risk by ensuring Board decisions remain impartial and properly documented.
4. Operational Conflicts
Staff must disclose any personal, financial, or family interests that could create bias in client onboarding, promotion review, or monitoring.
Individuals with a potential conflict are excluded from review or approval processes for that client.
Zeyro does not permit fee structures or incentives that are contingent on approval outcomes.
Controls risk by ensuring operational independence from commercial interests.
5. Oversight and Escalation
The MLRO oversees the conflicts framework and reports findings and new entries to the Board each quarter.
Significant or recurring conflicts are flagged in the BWRA and discussed during the Board’s risk review.
Unresolved or high-impact conflicts are escalated to the Chair for determination and may be disclosed to the FCA if material.
Controls risk by ensuring transparency and senior accountability.
6. Training and Culture
All employees and directors receive annual training on conflicts of interest, including real examples relevant to Zeyro’s business model.
The tone from the top reinforces that disclosure and transparency are protective, not punitive.
Controls risk by embedding openness and reinforcing the integrity of the firm’s decision-making.
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