Civilized World Foundation

Version: 1.0
Status: draft for approval
Adopted by the Board on: [date]
Approved by the Supervisory Board on: [date]
Effective from: [date]
Public name: Civilized World Foundation
Abbreviation: CWF
Mission: Make War Obsolete

Conflict of Interest Policy

1. Purpose of this policy

Civilized World Foundation exists to serve one public-benefit mission:

The purpose of this Conflict of Interest Policy is to protect the independence, integrity and public trust of Civilized World Foundation.

This policy aims to:

  1. safeguard independent, careful and unbiased decision-making within CWF;
  2. identify, disclose and manage actual conflicts of interest, potential conflicts of interest and the improper handling of the appearance of conflicts of interest;
  3. prevent personal, business, financial, political, institutional, donor-related or relational interests from taking precedence over the mission and public-benefit purpose of CWF;
  4. protect the confidence of donors, signatories, partners, volunteers, employees, public stakeholders and society at large;
  5. support transparent, accountable and auditable governance;
  6. ensure that no person or organisation can dispose of the foundation’s assets as if they were their own.

All persons covered by this policy must act primarily in the interest of CWF, its statutory purpose, its independence and its mission to contribute to systemic and institutional change through which war can ultimately become obsolete.

The mere existence of different or overlapping interests is not always improper. What matters is whether those interests could impair independent and integrity-driven performance of duties, or could reasonably create the impression that such independence is impaired.

2. Scope

This policy applies to:

  1. members of the Board;
  2. members of the Supervisory Board;
  3. the Founding Director / Executive Director;
  4. other persons with delegated management, executive, financial or representative authority;
  5. employees;
  6. contractors, consultants and freelancers;
  7. volunteers;
  8. members of committees, working groups and any future Advisory Board;
  9. ambassadors and other representatives of CWF, insofar as they act on behalf of CWF or may influence decisions;
  10. any other persons structurally involved in policy-making, spending of funds, selection of suppliers, award of assignments, grant-making, fundraising, partnerships or public representation.

For Executive Board and Supervisory Board members, this policy applies in addition to Dutch law, the Articles of Association and the regulations applicable to their respective bodies.

In the event of conflict between this policy and mandatory law or the Articles of Association, mandatory law and the Articles of Association prevail.

3. Definitions

3.1 Personal interest

A personal interest means any financial, business, professional, political, institutional, reputational, relational, family-related or other interest held by a person directly or indirectly.

This includes interests held by:

  1. a spouse, registered partner or life partner;
  2. a family member or other person with whom a close personal relationship exists;
  3. a legal entity, business or organisation in which the person concerned, or a person closely connected to them, holds a position, ownership interest, controlling influence or material financial interest;
  4. an employer, client, donor, funder, supplier or other party on whom the person concerned is materially dependent;
  5. any other related person or organisation whose interest may reasonably affect, or appear to affect, the person’s judgement.

3.2 Conflict of interest

A conflict of interest means a direct or indirect personal interest that may reasonably be assumed to prevent the person concerned from serving the interests of CWF independently, objectively and with integrity.

3.3 Appearance of a conflict of interest

The appearance of a conflict of interest means a situation in which no actual conflict of interest has been established, but a reasonably informed and objective outsider could question the independence, impartiality or integrity of the person concerned.

3.4 Overlapping interests

Overlapping interests means a situation in which a person’s interests, roles, relationships or responsibilities coincide with their role within CWF.

Overlapping interests may lead to an actual conflict of interest or to the appearance of a conflict of interest, but are not automatically improper.

3.5 Related party

A related party means any natural person or legal entity connected to a person covered by this policy through ownership, control, family relationship, personal relationship, board position, supervisory position, employment, assignment, consultancy, funding relationship, donation relationship, partnership or any other material connection.

3.6 Transaction

A transaction means any agreement, assignment, payment, donation, grant, investment, subsidy, sponsorship, cooperation, appointment, remuneration, reimbursement, licence, transfer, procurement decision or other legal act in which CWF is involved or by which CWF may incur financial, legal, governance or reputational risk.

3.7 CWF interest

The interest of CWF means the interest of the foundation, its statutory purpose, its public-benefit character, its independence, its integrity, its continuity and its mission Make War Obsolete.

4. General principles

All persons covered by this policy must:

  1. put the interest and mission of CWF first;
  2. act carefully, transparently and accountably;
  3. avoid using their position, influence, access, information or network within CWF for personal benefit or for improper benefit of a related party;
  4. avoid exercising direct or indirect pressure on others to obtain a decision favourable to themselves or a related party;
  5. avoid not only actual conflicts of interest, but also improper handling of the appearance of conflicts of interest;
  6. disclose any relevant overlapping interest or possible conflict of interest fully and in good time;
  7. refrain from informal influence once it has been decided that they may not participate in the handling of a matter;
  8. protect confidential information obtained through CWF;
  9. avoid any behaviour that could damage CWF’s independence, ANBI status, public-benefit character or public trust.

Doubt about the existence of a conflict of interest is itself sufficient reason to disclose the situation.

Failure to disclose a relevant interest may be treated as an integrity breach.

5. Examples of possible conflicts or overlapping interests

A possible conflict of interest or relevant overlapping interest may arise, among other situations, when:

  1. CWF considers entering into an agreement with a company, organisation or professional in which a Executive Board member, Supervisory Board member, employee, founder, advisor or closely connected person is involved;
  2. a person is involved in the selection, appointment, evaluation, remuneration or reimbursement of themselves or of a closely connected person;
  3. a Executive Board member or Supervisory Board member also holds a position with a donor, funder, partner, supplier, government body, university, civil society organisation or other party with which CWF cooperates or negotiates;
  4. a person may obtain financial, professional, reputational or institutional benefit from a decision of CWF;
  5. CWF purchases services, intellectual property, housing, technology, licences, data, communication services or other resources from a founder, Director, Supervisory Board member or related party;
  6. a donor, funder or partner attempts to influence appointments, strategy, research outcomes, public statements, the manifesto, governance or allocation of funds;
  7. confidential information of CWF may also be valuable to another organisation in which the person concerned is involved;
  8. a person must, on behalf of CWF, assess work, decisions or conduct for which that person was themselves responsible;
  9. family members, partners or close personal relationships are involved in recruitment, selection, assignment, procurement or grant decisions;
  10. political, diplomatic, institutional, national or ideological interests may influence independent judgement regarding CWF;
  11. a person’s role in another peace, human rights, governance, technology, political, philanthropic or international organisation could affect the perception of independence;
  12. a public endorsement, advisory role or ambassadorship may create the impression that CWF is aligned with a specific donor, state, political movement, company or institutional interest.

This list is not exhaustive.

6. Duty to disclose

A person must disclose a possible conflict of interest or relevant overlapping interest immediately after it arises or becomes known.

The disclosure must, where relevant, include:

  1. a description of the matter or proposed decision;
  2. the nature of the personal or related-party interest;
  3. the persons and organisations involved;
  4. any possible financial, professional, reputational or other benefit;
  5. the relationship between the personal interest and the interest of CWF;
  6. any earlier or ongoing arrangements that may be relevant;
  7. any proposed measure to manage the situation.

A Executive Board member discloses the situation to the Chair of the Board and the Chair of the Supervisory Board.

A member of the Supervisory Board discloses the situation to the Chair of the Supervisory Board.

If the Chair is involved, the disclosure is made to the Vice-Chair or, if there is no Vice-Chair, to the other non-conflicted members of the relevant body.

The Founding Director / Executive Director / Executive Board members, employees, contractors and volunteers disclose the situation to their manager, client contact or the Board. If that person is involved, disclosure is made to the Chair of the Supervisory Board.

Disclosures are made in writing. An oral disclosure must be confirmed in writing as soon as reasonably possible.

7. Assessment of a disclosure

The body or person receiving the disclosure assesses whether the situation involves:

  1. no relevant conflict;
  2. a manageable overlapping interest;
  3. the appearance of a conflict of interest;
  4. an actual conflict of interest;
  5. a structural incompatibility of roles, functions or interests.

The person concerned must provide all information necessary for the assessment.

The person concerned may be heard in order to clarify the facts, but does not participate in deliberation or decision-making about the qualification of their own interest.

The assessment takes into account, among other things:

  1. the nature and size of the personal interest;
  2. the influence the person may exercise on the decision;
  3. the financial, strategic, reputational or governance importance for CWF;
  4. the availability of independent alternatives;
  5. how the situation would appear to a reasonably informed outsider;
  6. whether appropriate mitigating measures are sufficient to protect independent decision-making;
  7. whether the situation could affect CWF’s ANBI status, public-benefit character or donor trust;
  8. whether the situation could give any person de facto control over assets, policy, appointments or spending.

In case of doubt, external legal, fiscal, financial or integrity advice may be obtained, especially where the matter concerns a Director, Supervisory Board member, founder, major donor, material transaction or sensitive partnership.

8. Decision-making by the Board

An Executive Board member with an actual conflict of interest does not participate in:

  1. preparation of the decision, insofar as this could influence the outcome;
  2. deliberation;
  3. decision-making;
  4. execution or control of the decision, unless the Board, with approval of the Supervisory Board where appropriate, expressly decides otherwise and sufficient safeguards are implemented.

The conflicted Executive Board member leaves the meeting during deliberation and decision-making on the matter.

The conflicted Executive Board member is not counted for the purpose of determining participation in deliberation and decision-making on the matter, insofar as permitted by law and the Articles of Association.

The decision is taken by the remaining non-conflicted Board members.

If, as a result of the conflict of interest, no Board decision can be taken, the decision is taken by the Supervisory Board in accordance with Dutch law and the Articles of Association.

The conflicted Executive Board member does not receive confidential documents relating to the matter, unless access is necessary for careful handling of the situation and appropriate safeguards are in place.

9. Decision-making by the Supervisory Board

A member of the Supervisory Board with an actual conflict of interest does not participate in:

  1. preparation of the decision, insofar as this could influence the outcome;
  2. deliberation;
  3. decision-making;
  4. execution or monitoring of the decision, unless the non-conflicted members expressly decide otherwise and sufficient safeguards are implemented.

The conflicted member leaves the meeting during deliberation and decision-making on the matter.

The decision is taken by the remaining non-conflicted members.

If the Supervisory Board cannot take a decision because of conflicts of interest, the matter is handled in accordance with Dutch law and the Articles of Association.

In such a situation, the Supervisory Board records in writing:

  1. the nature of the conflicting interests;
  2. the interest of CWF;
  3. the available alternatives;
  4. the safeguards applied;
  5. the external advice obtained, where applicable;
  6. the reasons why the decision is considered to be in the interest of CWF.

Where reasonably possible, independent external advice is obtained before a decision is taken.

10. Measures for manageable overlapping interests or appearance of conflict

If no actual conflict of interest is established, but a relevant overlapping interest or appearance of conflict exists, one or more mitigating measures may be applied.

Such measures may include:

  1. full disclosure to the relevant body;
  2. partial non-participation in preparation or discussion;
  3. exclusion from access to specific confidential information;
  4. involvement of an independent expert;
  5. market comparison;
  6. requesting multiple offers or alternatives;
  7. application of the four-eyes principle;
  8. prior approval by the Supervisory Board;
  9. periodic review of the arrangement;
  10. adjustment or termination of a side position, assignment or relationship;
  11. publication or disclosure in the annual report, where appropriate;
  12. written justification of the decision.

The selected measure must be proportionate to the risk and sufficient to safeguard independent decision-making.

Transparency alone is not always sufficient. If the risk cannot be adequately managed, the person concerned does not participate in the handling of the matter, or the relevant relationship or transaction is not entered into or is terminated.

11. Transactions with related parties

CWF enters into a transaction with a related party only if:

  1. the transaction is demonstrably in the interest of CWF and its mission;
  2. no reasonably better or more independent alternative is available, or the chosen party is demonstrably the most suitable party;
  3. the terms are market-conform, or, in the case of pro bono or below-market services, demonstrably favourable to CWF;
  4. the decision-making takes place without participation of the person concerned;
  5. the considerations and terms are recorded in writing;
  6. the transaction is consistent with the approved budget, or has been separately approved;
  7. the transaction does not compromise CWF’s independence, ANBI status, public-benefit character or public trust.

Where reasonably possible, multiple offers, proposals or comparison data are obtained.

Prior approval of the Supervisory Board is required for:

  1. material transactions;
  2. transactions outside the approved budget;
  3. transactions with a Director, Executive Board member, Supervisory Board member, founder, Founding Director or related party;
  4. transactions involving intellectual property, domain names, data, platform infrastructure, brand assets or strategic services;
  5. recurring or structural transactions with related parties.

A person concerned may not:

  1. approve their own assignment or remuneration;
  2. check, approve or authorise payment of their own invoice;
  3. act as the sole negotiator on behalf of both CWF and the other party;
  4. sign on behalf of both CWF and the other party;
  5. determine or influence the assessment of their own performance.

Services provided by a founder, Director, Executive Board member, Supervisory Board member or related company must be recorded in a separate written agreement. The agreement must at least specify:

  1. deliverables;
  2. responsibilities;
  3. duration;
  4. remuneration or fee;
  5. intellectual property rights;
  6. data and confidentiality obligations;
  7. termination rights;
  8. reporting and evaluation arrangements.

Structural transactions with related parties are evaluated at least annually.

12. Donors, funders and partners

A donation, grant, subsidy, sponsorship or partnership may not result in improper influence over:

  1. the governance of CWF;
  2. appointment of Directors or Supervisory Board members;
  3. the content, interpretation or development of the manifesto;
  4. research outcomes, system analyses or public communication;
  5. the independent course of CWF;
  6. spending of unrestricted funds;
  7. admission to the Advisory Board or other positions of influence;
  8. public endorsement by CWF;
  9. access to personal data of signatories, donors or supporters.

Conditions attached to donations, grants, sponsorships or partnerships must be recorded in writing in advance and assessed against:

  1. the statutory purpose;
  2. the single mission Make War Obsolete;
  3. the independence of CWF;
  4. the donation and acceptance policy;
  5. integrity, sanctions and reputational risks;
  6. this policy;
  7. applicable ANBI requirements.

Donations or partnerships are refused or terminated when they:

  1. impair the independence or credibility of CWF;
  2. conflict with the mission or core values;
  3. create an unmanageable conflict of interest;
  4. create an unacceptable integrity or reputational risk;
  5. could reasonably lead to the impression that CWF serves a donor, funder, state, company, political or institutional interest rather than its public-benefit mission.

A Director, Supervisory Board member or other relevant person who has a relationship with a donor, funder or partner discloses that relationship before CWF takes a decision concerning that party.

13. Founder and Founding Director safeguards

Because CWF originates from a founder’s initiative and may work with a Founding Director, additional safeguards apply.

If the founder performs a role as Director, Founding Director, Executive Director, employee, contractor, advisor, supplier, spokesperson or provider of intellectual property, services or infrastructure, the following safeguards apply:

  1. the role is described in writing;
  2. appointment, assignment and remuneration are approved by independent non-conflicted Supervisory Board members;
  3. the founder does not participate in decision-making about their own role, assignment, remuneration, contract terms, reimbursement or evaluation;
  4. deliverables, responsibilities, duration and termination rights are recorded in writing;
  5. remuneration or fees are market-conform, proportionate, sober and publicly explainable;
  6. any use or transfer of intellectual property, domain names, platform assets, data, documents or brand-related materials is documented separately;
  7. related-party transactions involving the founder or related companies require prior Supervisory Board approval;
  8. the arrangement is evaluated periodically;
  9. public accountability is provided where required or appropriate.

The purpose of these safeguards is to ensure that CWF does not function, either in fact or appearance, as an extension of private interests, business interests or a personal project of the founder.

14. Main and secondary positions

Directors, Executive Board member, Supervisory Board members, the Founding Director / Executive Director and other persons in key roles provide, upon appointment, an up-to-date overview of:

  1. main positions;
  2. secondary positions;
  3. board and supervisory roles;
  4. advisory and ambassadorial roles;
  5. relevant ownership or financial interests;
  6. relevant donor, funder, political, institutional or professional relationships;
  7. other relationships that may lead to overlapping interests or conflicts of interest.

Changes must be disclosed without delay.

At least once per year, the persons concerned confirm in writing that:

  1. their information is up to date;
  2. they have complied with this policy;
  3. all relevant situations have been disclosed;
  4. they are not aware of any undisclosed conflict of interest.

The Chair of the Board and the Chair of the Supervisory Board annually assess whether the registered positions and interests are compatible with the person’s role within CWF.

CWF publishes main and relevant secondary positions insofar as required by law, ANBI requirements, future CBF standards, the foundation’s publication policy or public accountability.

15. Register and reporting

CWF maintains an internal register of:

  1. main and secondary positions;
  2. disclosed overlapping interests;
  3. established conflicts of interest;
  4. measures taken;
  5. related-party transactions;
  6. relevant annual declarations.

The register is managed by the secretary of the Board or another person designated by the Board and approved by the Supervisory Board.

The minutes or decision records of the relevant meeting state at least:

  1. that a disclosure was made;
  2. the nature of the interest, insofar as necessary;
  3. how the situation was assessed;
  4. which persons did not participate in deliberation and decision-making;
  5. which mitigating measures were taken;
  6. why the decision was considered to be in the interest of CWF.

Personal data are not recorded or disclosed more extensively than necessary for governance, supervision, accountability and legal compliance.

If, during a reporting year, a conflict of interest involving a Director or Supervisory Board member has occurred, CWF reports this in the annual report or public accountability documents with a factual description of the measures taken, unless confidentiality, privacy or legal considerations require a more limited disclosure.

Information may be anonymised or limited when full disclosure would disproportionately affect privacy or legitimate confidentiality, unless full disclosure is required by law or applicable regulations.

The internal register itself is not public.

16. Confidential information

Persons covered by this policy may have access to confidential information of CWF, including information about donors, signatories, partners, strategy, finances, platform development, data, negotiations, legal matters and internal decision-making.

Confidential information may not be used for:

  1. personal benefit;
  2. benefit of a related party;
  3. benefit of another organisation;
  4. influencing decisions outside the approved governance process;
  5. reputational or political advantage;
  6. any purpose inconsistent with the mission and interest of CWF.

If confidential information is relevant to another role or organisation of the person concerned, the person must disclose the situation and refrain from using that information unless explicitly authorised.

17. Non-compliance

Failure to disclose a relevant overlapping interest or conflict of interest, withholding information, informally influencing a decision after recusal, or participating in decision-making despite a conflict of interest may be treated as an integrity breach.

Depending on the nature and seriousness of the breach, measures may include:

  1. verbal or written warning;
  2. written instruction;
  3. additional conditions or supervision;
  4. exclusion from specific information or meetings;
  5. withdrawal of a mandate or authority;
  6. termination of participation in a project, committee or working group;
  7. termination or non-renewal of an assignment or employment agreement;
  8. suspension or initiation of dismissal in accordance with law, the Articles of Association and applicable regulations;
  9. termination or renegotiation of a transaction;
  10. recovery of improperly obtained benefit;
  11. reporting to a regulator, donor, subsidy provider or competent authority where there is reason or obligation to do so;
  12. public correction or disclosure where necessary to protect CWF’s integrity and public trust.

In determining a measure, CWF observes due process, proportionality, the right to be heard and the need to protect CWF and its stakeholders.

18. Responsibilities

The Board is responsible for:

  1. implementing this policy within the organisation;
  2. promoting awareness and compliance;
  3. maintaining the internal register;
  4. reporting to the Supervisory Board;
  5. ensuring that staff, contractors, volunteers and representatives understand their obligations.

The Supervisory Board is responsible for supervising:

  1. compliance by the Board;
  2. transactions with Directors, founders and related parties;
  3. the functioning of this policy;
  4. reporting in the annual report or public accountability documents;
  5. the handling of conflicts involving Directors, the founder or the Founding Director.

The Chair of the Board and the Chair of the Supervisory Board discuss at least annually:

  1. disclosures received;
  2. structural conflict-of-interest risks;
  3. related-party transactions;
  4. effectiveness of mitigating measures;
  5. any need to amend this policy.

Where the Chair is conflicted, the responsibility is exercised by the Vice-Chair or another non-conflicted person designated by the relevant body.

19. Evaluation

This policy is evaluated at least once every three years.

Earlier evaluation takes place when:

  1. the governance of CWF changes materially;
  2. relevant laws or regulations change;
  3. ANBI requirements or guidance materially change;
  4. CWF applies for CBF Recognition or another external quality mark;
  5. an incident gives reason for amendment;
  6. the Supervisory Board considers amendment necessary.

Amendments are adopted by the Board after approval by the Supervisory Board, unless the Articles of Association provide otherwise.

20. Publication

This policy is published on the website of CWF.

The following are not published:

  1. the internal register;
  2. individual disclosure forms;
  3. confidential assessments;
  4. personal data beyond what is necessary;
  5. confidential commercial, legal or privacy-sensitive information.

CWF may publish a summary of relevant conflict-of-interest situations in its annual report or public accountability documents where this is required or appropriate.

21. Final provisions

In cases not covered by this policy, the following body decides:

  1. the Supervisory Board, where the matter concerns a Director, the founder, the Founding Director, Executive Board member or the Board as a whole;
  2. the non-conflicted members of the Supervisory Board, where the matter concerns a Supervisory Board member;
  3. the Board, in all other cases.

In case of doubt, the chosen approach must be the one that:

  1. best protects the independence of decision-making;
  2. is most transparent and auditable;
  3. best protects the public-benefit character of CWF;
  4. least risks damaging trust in CWF;
  5. best serves the mission Make War Obsolete.

This policy must be interpreted in line with the Articles of Association, the policy plan, the remuneration policy, the donation policy and the mission of Civilized World Foundation.