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Conflict of Interest

Conflict of Interest

01

Purpose

This Conflict of Interest Policy (the “Policy”) is established by BenaMakenga (the “Organization”) to protect the integrity of its decision-making processes and to ensure that the Organization’s directors, officers, employees, and volunteers (collectively, “Covered Persons”) act at all times in the best interests of the Organization and the communities it serves, free from improper influence by personal, financial, or other competing interests.

02

Application

This Policy applies to all members of the Board of Directors, officers, employees, and volunteers of BenaMakenga who participate in decision-making on behalf of the Organization, including decisions related to contracts, grants, hiring, partnerships, and the disbursement of funds or resources.

03

Definition of Conflict of Interest

A conflict of interest exists when a Covered Person has a personal, financial, business, or family interest that could directly or indirectly benefit from a decision made by, or on behalf of, the Organization, or that could impair — or appear to impair — that person’s ability to act solely in the Organization’s best interest. Conflicts of interest may include, but are not limited to, situations where a Covered Person or their immediate family member:

  • Has a financial interest in a transaction or arrangement involving the Organization.
  • Is an owner, officer, director, employee, or significant shareholder of an entity doing or seeking business with the Organization.
  • May receive a gift, gratuity, favour, or other benefit as a result of their position with the Organization.
  • Has a close personal relationship with an individual or organization that is a vendor, beneficiary, grant applicant, or competitor of the Organization.
04

Duty to Disclose

Any Covered Person who becomes aware of a possible conflict of interest, whether their own or that of another Covered Person, must disclose the relevant facts in writing to the Board of Directors (or to the Chair, in the case of a conflict involving a Board member) as soon as the conflict becomes known, and in any event prior to any related discussion or vote. Disclosures must be made using the Organization’s Conflict of Interest Disclosure Form.

05

Procedures for Addressing a Conflict

  1. The Covered Person shall disclose the existence and nature of the conflict and shall leave the meeting room during the discussion of, and the vote on, the matter giving rise to the conflict.
  2. The remaining Board members or decision-makers shall determine whether a conflict of interest exists and, if so, how the matter should be addressed.
  3. The minutes of any meeting at which a conflict was disclosed shall record the nature of the conflict, the fact that the affected individual withdrew from discussion and voting, and the outcome of the vote.
  4. Where a conflict cannot be resolved through recusal alone, the Board may impose additional measures, including independent review, third-party negotiation, or declining to proceed with the transaction altogether.
06

Confidentiality

All disclosures made under this Policy, and all related deliberations, shall be treated as confidential and shared only with those individuals who need the information to fulfill their governance or oversight responsibilities.

07

Annual Disclosure and Review

Each Covered Person shall complete and sign the Conflict of Interest Disclosure Form annually, and at any time during the year when a new conflict arises or an existing one materially changes. This Policy shall be reviewed by the Board of Directors at least once every two years.

08

Non-Compliance

Failure to disclose a conflict of interest, or failure to comply with the procedures outlined in this Policy, may result in disciplinary action, including removal from the Board of Directors or termination of employment or volunteer status, as determined appropriate by the Board.