Conflict of Interest Policy

DOCUMENT 4: CONFLICT OF INTEREST POLICY (REVISED)

CONFLICT OF INTEREST POLICY

Sustainable Integrity Certification Association

I. PURPOSE

This policy ensures that decisions are made in the best interest of the Association's mission, free from personal financial interests or other conflicts that could compromise independence and integrity.

II. COVERED PERSONS

This policy applies to:

(a) All Directors;

(b) All Officers;

(c) All Committee members (including Scientific Advisory Council and Standards Committee);

(d) Executive Director and senior staff with decision-making authority;

(e) Independent contractors conducting certifications or audits.

III. DEFINITION OF CONFLICT OF INTEREST

A conflict of interest exists when a Covered Person's personal, financial, or professional interests could:

(a) Impair objectivity in Association decisions;

(b) Create appearance of impropriety;

(c) Provide personal benefit at Association's expense;

(d) Compromise Association's independence or reputation.

Examples of conflicts include:

• Financial interest (stock, ownership, consulting) in a company seeking certification;
• Board membership or executive role at a certified or applicant company;
• Immediate family member employed by certified or applicant company;
• Accepting gifts, meals, or travel exceeding $100 annually from regulated entities;
• Consulting arrangements that depend on certification outcomes;
• Research funding from companies being evaluated;
• Patent or intellectual property interests in certified products.

IV. DISCLOSURE REQUIREMENTS

Section 4.1 - Annual Disclosure

All Covered Persons must complete a Conflict of Interest Disclosure Form:

(a) Upon joining the Board, Committee, or staff;

(b) Annually before each fiscal year;

(c) Within 30 days of any material change.

Section 4.2 - Contents of Disclosure

The form shall require disclosure of:

(a) Employment and consulting relationships;

(b) Board memberships and advisory roles;

(c) Financial interests (stocks, ownership, patents);

(d) Family member relationships with regulated entities;

(e) Gifts, hospitality, or travel received;

(f) Any other matter that could create appearance of conflict.

Section 4.3 - Ongoing Duty

Covered Persons must immediately disclose new conflicts as they arise and recuse themselves from related matters until the conflict is resolved.

V. REVIEW AND RESOLUTION

Section 5.1 - Governance Committee Review

(a) The Governance Committee reviews all annual disclosures;

(b) Determines whether disclosed interests constitute conflicts;

(c) Recommends appropriate action to Board;

(d) Maintains confidential records of disclosures.

Section 5.2 - Resolution Options

When a conflict is identified, resolution may include:

(a) Recusal: Person abstains from discussion and voting on affected matters;

(b) Divestment: Person divests financial interest;

(c) Limitation: Person's role is modified to avoid conflict areas;

(d) Resignation: Person resigns from conflicted position;

(e) Prohibition: Person is not appointed/removed if conflict cannot be managed.

Section 5.3 - Recusal Procedure

When recusing:

(a) Disclose nature of conflict to full decision-making body;

(b) Leave room during discussion and vote;

(c) Recusal recorded in minutes;

(d) No attempt to influence decision outside formal process.

VI. SPECIFIC PROHIBITIONS

Section 6.1 - Prohibited Financial Conflicts

No Covered Person may:

(a) Have ownership interest >1% in any certified or applicant company;

(b) Hold executive or board position at certified or applicant company; with the exception of Directors serving in an 'Industry Seat' as defined in the Articles of Incorporation (Article IV, Section 4.2(b)), who must instead adhere to the strict recusal requirements in Section 6.3 of this policy.

(c) Receive consulting fees from certified or applicant company;

(d) Accept payment for speeches or articles promoting specific certified products.

Section 6.2 - Gifts and Hospitality

(a) No gifts exceeding $100 per year from any single regulated entity;

(b) No travel or accommodation paid by regulated entities;

(c) Educational conference attendance may be accepted if:
   - Sponsor does not select attendee;
  - Sponsor has no certification matters pending;
  - Covered Person pays own way to/from conference.

Section 6.3 - Industry Representatives

Board members from industry must:

(a) Represent broad sector, not individual company;

(b) Recuse from any matters involving their employer;

(c) Not exceed 20% of Board composition;

(d) Serve in personal capacity, not as company representative.

VII. ENFORCEMENT

Section 7.1 - Failure to Disclose

Failure to disclose a material conflict of interest may result in:

(a) Warning and requirement to immediately disclose;

(b) Removal from Committee or Board;

(c) Termination of employment or contract;

(d) Legal action if breach causes material harm.

Section 7.2 - Intentional Violation

Intentional concealment or false disclosure shall result in:

(a) Immediate removal from position;

(b) Prohibition from future Association involvement;

(c) Public disclosure of violation;

(d) Referral to appropriate authorities if laws violated.

VIII. INDEPENDENCE OF CERTIFICATION DECISIONS

Section 8.1 - Decision Firewall

(a) Certification decisions made solely by trained technical staff;

(b) Board and Committees set policy, not individual outcomes;

(c) No Covered Person may direct or influence certification of specific product;

(d) Appeals heard by independent panel, not original decision-makers.

Section 8.2 - Revenue Concentration Limit

To prevent undue influence:

(a) No single entity may provide >5% of annual revenue;

(b) This limit is calculated based on the prior fiscal year's revenue;

(c) Start-up Glide Path: This limit is subject to the provisions of Article V, Section 5.1(c) of the Articles of Incorporation, which gradually implements the limit over the first six (6) fiscal years of operation.

(d) CFO monitors concentration quarterly;

(e) Board notified if any entity reaches 4% of revenue.

IX. TRANSPARENCY

Section 9.1 - Public Disclosure

The Association shall publish annually:

(a) Names of all Directors and Committee members;

(b) Professional affiliations of each;

(c) Summary of conflict resolution actions taken (anonymized);

(d) Statement that all conflicts have been reviewed and managed.

Section 9.2 - Whistleblower Protection

(a) Any person may report suspected undisclosed conflicts;

(b) Reports made to Governance Committee Chair or external hotline;

(c) Reporters protected from retaliation;

(d) Rewards may be provided for substantiated reports.

X. TRAINING

All Covered Persons shall receive training on:

(a) This policy and its requirements;

(b) How to identify conflicts;

(c) Disclosure procedures;

(d) Consequences of violations.

Training occurs upon appointment and annually thereafter.

XI. POLICY REVIEW

This policy shall be reviewed every two years and updated as necessary to ensure:

(a) Alignment with best practices;

(b) Effectiveness in protecting Association independence;

(c) Clarity and enforceability.

*ADOPTED by the Board of Directors on ____, 20___.*

Signature: ____

Chair of the Board