Conflict of Interest Policy

Darling Ingredients is committed to conducting business with integrity and good business judgment and without the influence of conflicts of interest. When employees’ personal interests either influence, have the potential to influence, or are perceived to influence their decision making at Darling, a conflict of interest situation results.  This Conflict of Interest Policy (“Policy”) explains the relevant principles and rules for preventing and managing conflicts of interest and how such principles and rules are to be implemented. 

Who does this affect? 
This Policy covers the worldwide operations of Darling Ingredients Inc., and its subsidiaries (collectively “Darling”) and applies to all employees (collectively “Darling employees”), excluding Executive Officers. Executive Officers will comply with Darling’s Related Party Transactions Policy. 

A "Conflict of Interest" means a situation where a Darling employee is in a position to influence a Darling business decision that may result in a personal gain for that employee, a relative, or person living in the same household. A conflict of interest may arise when there is a personal interest that may make it difficult for the Darling employee to perform work effectively, objectively, and in the best interests of the Company. The perception or appearance of a conflict is considered a conflict of interest for purposes of this Policy. 

Darling defines conflicts of interest broadly: actual conflicts of interest (the employee faces a real, existing conflict); potential conflicts of interest (the employee is in or could be in a situation that may result in a conflict); and perceived conflicts of interest (the employee is in or could be in a situation that may appear to be a conflict, even if this is not the case). 

In furtherance of our commitments to our Code of Conduct regarding avoiding conflicts of interest, the purpose of this Policy is to set forth principles to ensure Darling employees are acting in the interests of Darling and to help recognize and avoid or manage (if possible) any actual, potential or perceived conflicts that may arise. 

Definitions 
Executive Officers: means any person who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, as designated by the Board. 
Financial Interest: transactions involving cash, securities, loans, forgiveness of debt, non-cash trades or benefits, or ownership interests. 

Third-Party Representative: an organization or person who is indirectly involved, but not a principal party to, an arrangement, contract, deal, or transaction. Examples are suppliers, agents, contractors, consultants, customers and joint ventures. 

Closely Related Persons: Darling employee’s relatives, partners, and those living in the same household as the Darling employee. “Relatives” mean parent, child, sibling, spouse, aunt, uncle, niece, nephew, grandchild, grandparent, and/or cousin, and includes in-laws, foster, or step-relatives. 

Avoiding Actual, Potential or Perceived Conflict of Interest Situations 
Darling employees must recognize and take actions to avoid situations that could be actual, potential, or perceived conflicts of interest. Darling employees may not allow personal business or other interests including any Financial Interest to influence or appear to influence decisions made on Darling’s behalf. Sometimes a conflict of interest is easy to recognize, but other times it is more complicated. 

In all instances, Darling employees should discuss the situation with their manager, Human Resources, Legal, or Compliance Department personnel to consider the implications, and choose an appropriate path. 

Disclosing Actual, Potential or Perceived Conflict of Interest 
Darling employees must disclose any actual, potential or perceived conflict of interest. Some situations may present conflicts of interest that are not permitted and therefore must be avoided altogether, while other situations may present conflicts of interest that may be permitted, subject to appropriate management approval to ensure that the actual, potential or perceived conflict does not in fact interfere with Darling interests. Disclosing a conflict of interest does not mean that it is automatically deemed impermissible or that the Darling employee automatically must remove themselves from a situation, engagement, or relationship. Many conflicts of interest can easily be avoided or managed if they are promptly disclosed and properly addressed. 

Any actual, potential or perceived conflict of interest must be disclosed by submitting the Conflict of Interest Disclosure Form attached as Exhibit A. Compliance with these requirements may be audited. Any reports of potential violations of this Policy should be reported to Compliance, Legal, Human Resources or via the Darling Speak Up Line.

Examples of Conflicts of Interest 
Outside Employment, Consulting and Other External Commitments Darling employees may never provide consulting or other services to, be employed by, or receive any kind of compensation or commission from a competitor or Third-Party Representative to Darling. Except for competitors or Third-Party Representatives, Darling employees are not prohibited from providing services such as consulting services to or, to the extent permitted by local law, being employed by an outside company, if such services or employment do not interfere with their job responsibilities and/or working hours. 

Serving as Board Member or Advisory Board Member 
Darling employees may not serve as a board member or advisory board member of any company which is a competitor of Darling. Darling employees may serve on the boards of companies that are not competitors of Darling, community organizations, non-profit organizations, or trade associations if the affiliation: 1) does not diminish or appear to diminish their ability to objectively perform their responsibilities to Darling, 2) is not in conflict with Darlings’ core values, and 3) their employment with Darling is disclosed. 

To avoid possible conflicts of interest, Darling employees seeking to serve as a board member or advisory board member of: (a) any for profit organization, (b) any nonprofit organization, or (c) any trade association must obtain prior approval from the Chief Compliance Officer utilizing the Conflict of Interest Disclosure Form who will coordinate with Darling’s General Counsel, and where appropriate, the Audit Committee of the Board of Directors. 

Financial Conflicts of Interest/ Use of Non-Public Information and Company Assets 
Darling employees may not have any Financial Interest in a third party that is a competitor to Darling, except through a fund not controlled by the Darling employee or ownership of less than 1% of the outstanding capital stock of a publicly traded company. Darling employees may never use non-public information about Darling, or its partners’ activities, in the pursuit of personal gain. Additionally, Darling employees may not use for personal benefit any of the Company’s assets or confidential business information. Darling employee obligations regarding confidentiality and intellectual property rights will apply. If applicable, Darling employees must also comply with Darling’s Insider Trading and Confidentiality Policy. 

Speaking and Lecturing 
Unless disclosed and approved in accordance with this Policy, Darling employees are not permitted to enter a paid lecture or speaking engagement for an external audience that relates in any way to Darling business or interests. Darling employees must not sign a non-disclosure or confidential disclosure agreement with an outside party without prior approval of the Darling Legal department. If the engagement is approved, Darling employees should disclose that the views shared are not those of Darling.
 
Gifts, Hospitality and Entertainment 
Gifts of more than nominal value may influence or appear to influence the recipient into favoring a particular vendor, service provider, consultant, customer or other business contact. Gifts include not only tangible items but anything of value such as travel, accommodations, or free/discounted services. The receipt of infrequent gifts of  nominal value (limit of USD $100 or local currency equivalent) given as sales promotions or holiday tokens are permitted if they do not otherwise create a conflict or the appearance of a conflict. In some jurisdictions, gifts are strictly prohibited. Please consult with the Legal or Compliance Department to confirm the applicable rules to your country and/or region. Darling employees may not: 

• Accept any cash, cash equivalents, gifts, entertainment, or service from an outside entity or person that does or may do business with the Company that could be perceived as influencing the employee’s business judgment. 
• Directly or indirectly accept from a competitor or Third-Party Representative any grants, fees, or favors.

 

Modest and appropriate business meals, hospitality and entertainment may be accepted if they do not cause or create the appearance of a conflict of interest. For example, accepting entertainment from a bidder in a bidding situation would be inappropriate, whereas a business discussion with a vendor or prospective vendor over the course of a modest meal would not be inappropriate so long as participation in the meal is otherwise appropriate under local customs and practices. 

Contact the Compliance Department with any questions about appropriate gifts, hospitality or entertainment. 

See also Darling’s Foreign Corrupt Practices Act (FCPA) Policy and Darling’s U.S. Political Activity Policy on gifts and entertainment to government officials.
 
Personal Relationships in the Workplace 
The potential for a conflict of interest may arise in connection with certain personal relationships. Darling employees must make unbiased business decisions in the best interests of the Company and not based on their personal relationships. Unless expressly approved as described in this Policy, Darling employees may not be directly or indirectly involved in the hiring or direct management of Closely Related Persons. 

As allowed by local law, Darling employees are required to verbally disclose to Human Resources any Closely Related Person relationship with another Darling employee prior to hire or when a relationship is formed in the workplace. This includes Darling employees disclosing romantic or familial relationships with another Darling employee or a Darling Third Party Representative, customer, competitor, or regulator, who is in a direct reporting or oversight role. In conjunction to Human Resource approval, all plant personnel prior approval should be obtained by the General Manager/Plant Manager. If the family relationship involves a General Manager/Plant Manager, approval should be obtained by a Vice President or higher (or international equivalent). Approvals for Vice President and Senior Vice President (or international equivalent) should be obtained by an Executive Vice President. 

Personal relationships do not require the employee to complete Darling’s Conflict of Interest Disclosure Form. 

Competing Use of Time and Work Priority 
Any activity otherwise permitted under this Policy that does or is likely to involve continued and/or frequent use of Darling employee time during Darling business hours (whether for personal profit or industry, civic, or charitable organization affairs) may be a conflict of interest. Such outside activities must not interfere with Darling employee’s job performance or require such long hours as to affect physical or mental effectiveness. Darling employees who have other approved employment or another business may not carry out activities for that other employer or business during Darling working hours, on Darling premises, nor use Darling property, materials, or equipment for any non-Darling business. 

Government Service and Engagements by Government Entities/Officials 
Darling employees may not serve as a government official of any branch of government or as an advisor or consultant to any governmental agency that has supervisory power over Darling without obtaining the prior written approval through the Conflict of Interest Disclosure Form. 

Activities Not Requiring Disclosure 
The following activities, when conducted on Darling employees personal time and otherwise permitted under this Policy, do not require disclosure: 

• Volunteer or unpaid Board positions for religious or community organizations
• Participation in non-profit professional, civic, or charitable activities, other than as a member of the board of directors or advisory board member 

Conflict of Interest Disclosure and Responsibilities 

Responsibilities of Darling Employees 
Darling employees are responsible for disclosing per this Policy any actual, potential or perceived conflicts of interest as soon as one is identified and, ideally, before engaging in the conflict. However, even if not disclosed in advance, conflicts of interest must still be disclosed, to ensure that there is a record of the assessment of the conflict of interest. A discussion with your Manager should be the starting point when it comes to disclosing a conflict of interest. The manager or employee then must submit the Conflict of Interest Disclosure Form to their respective Vice President or Senior Vice President (or international equivalent) for approval. If a Vice President or Senior Vice President (or international equivalent) is submitting a Conflict of Interest, approval should be obtained by an Executive Vice President. The Conflict of Interest Disclosure Form then must be submitted to Darling’s Chief Compliance Officer for final approval. Compliance will collaborate with the Legal Department and/or Executive Vice President, as needed, to evaluate conflicts of interest, approve, and document any exceptions to this Policy. 

Conflicts of interest documentation and any steps taken to mitigate or address the conflict will be retained by Corporate Compliance. Disclosed information, including personal data, will be treated confidentially and only revealed on a need to know basis to manage the conflict of interest.

When in doubt whether a situation poses a conflict of interest that should be reported, Darling employees should ask their manager, Compliance, Human Resources or Legal for guidance. 

Triggers for Disclosure of Conflicts of Interests for New Hires 
Within the first 90 days of employment, newly hired Darling employees will be required to review this Policy and disclose any conflicts of interest utilizing the Conflict of Interest Disclosure Form. 

Contacts for Guidance

Human Resources:

• Personal Relationships in the Workplace
• Competing Use of Time and Darling Work Priority

Compliance Department:

• Outside Employment, Consulting and Other External Commitments
• Serving as a Board Member or Advisory Board Member
• Financial Conflicts of Interest
• Speaking and Lecturing
• Gifts, Hospitality and Entertainment
• Government Service and Engagements by Government Entities/Officials
• Other Situations

Compliance 
Annually, on the anniversary date of the disclosure, the Compliance Department will follow up with the employee and affirm if the conflict still exists and if there were any changes from the original disclosure. If the conflict no longer exists, the Compliance Department will close out the conflict and will not conduct any future follow up. 

 

It is the individual responsibility of each Darling employee to ensure strict compliance with this Conflict of Interest Policy. Darling may take disciplinary action, up to and including termination, against any employee who violates this Policy.

Any employee who suspects or becomes aware of any violation of this Policy shall report the violation to his or her manager and/or Compliance Department. Also, any Darling employee who suspects or becomes aware of any violation of this Policy, may report anonymously potential violations to Darling Ingredients’ Speak Up Line at +1-800-461-9330 or visit diispeakupline.com to report any suspected or known misconduct and/or illegal activity. Darling Ingredients will not tolerate any retribution toward a person who files a report in good faith, as outlined in Darling Ingredients’ Speak Up and Retaliation Policy.

For questions relating to this Policy, please contact Darling Ingredients Chief Compliance Officer at compliance@darlingii.com.

 

March 2024