ECONOMY

Historically, Nova’s Conflict of Interest Policy covered all members of the Board of Directors as well as employees with decision-making responsibilities. This was subsequently expanded to include mandatory Conflict of Interest Declarations for new hires. Under this framework, annual reviews were conducted for key decision-makers, reaffirming their commitment to impartiality, transparency, and fairness in carrying out their duties.

The Total Transparency Project was born out of the need to evolve a traditional hierarchical model into a more modern and participatory governance model—one that goes beyond meeting compliance requirements for senior executives and new hires and extends to the broader workforce. Built on Nova’s Code of Ethics and Business Conduct and its Conflict of Interest Policy, the program is structured around the following strategic pillars:

• Prevention & Speak Up: Intensive employee training aimed at the early identification of ethical dilemmas and the prevention of potential conflicts of interest. At the same time, open dialogue and reporting of relevant cases through the company’s official reporting channel are actively encouraged.
• Onboarding Compliance from Day One: Mandatory submission of a COI Declaration from the first day of employment.
• Annual Targeted Declaration: An annual cycle of mandatory COI Declarations for Decision Makers and employees in positions of responsibility (Risk Profile Employees).
• Ad Hoc Digital Readiness: Centralized management of changes through new declarations submitted via the Zingtree platform, available 24/7/365.
• Accountability: Development of an automated framework for assessing conflict of interest situations and preparing tailored mitigation plans whenever required.

Through its updated Conflict of Interest Policy, Nova has established clear guidelines for identifying, disclosing, and managing situations in which personal interests may conflict with the interests of the company. Employees are encouraged to disclose any relationships or activities that may affect their objectivity, while the company applies appropriate preventive and management measures to ensure integrity, fairness, and transparency in decision-making.

The annual disclosure process for decision-makers also serves as a mechanism for reinforcing a culture of transparency, as senior executives and Decision Makers are the first to disclose potential conflicts of interest, demonstrating accountability, transparency, and trust in practice while setting the tone for the entire organization.

The project’s true innovation emerged when the Compliance Department challenged the long-standing assumption that “only managers can have conflicts of interest.” Through the analysis of ad hoc and onboarding declarations, high-risk cases were identified among non-managerial employees, demonstrating that risk often lies in human relationships and day-to-day operational realities rather than organizational charts.

These findings originated from real cases involving non-managerial employees, where family or professional relationships with customers, business partners, or suppliers created potential conflicts of interest that were addressed proactively through preventive measures and targeted mitigation actions. These cases confirmed that significant risks may arise at any level of the organization—not only in management positions.

In collaboration with the Human Resources Department, the model was redesigned, resulting in the creation of the Total Transparency Project. Employees were mapped based on the risk profile associated with their role and responsibilities, and individuals representing the company in various capacities were incorporated into the mandatory annual declaration process, including employees from Procurement, Sales, HR, Legal, and Advertising.

The category of Risk Profile Employees includes individuals who, due to the nature of their role, manage critical processes, make decisions, or represent the company externally. This approach enabled Nova to proactively extend conflict of interest management to positions that had traditionally fallen outside the scope of the mechanism.

The next step is the full extension of the program to 100% of Nova’s workforce (759 employees). Its implementation across all levels and functions will ensure that transparency is applied without exceptions, embedding a shared culture of integrity throughout the organization. This expansion is supported by the Zingtree platform and complemented by targeted training sessions delivered at least twice per year.