Conflict of Interest Policy

Good Ancestors Policy Ltd. ("us", "we" or the "Company") ABN: 23 664 195 484

1. Purpose

The purpose of this policy is to help board members of the Company to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of the Company and manage risk.

2. Objective

The Company's board (called the 'board' in this policy) aims to ensure that board members are aware of their obligation to disclose any related party transactions or conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage conflicts of interest as representatives of the Company.

3. Scope

This policy applies to the board members of the Company. It also applies to employees and contractors of the Company, who must disclose and manage conflicts of interest in the same way, raising them with the CEO or COO (rather than to the board) unless the matter concerns the CEO or COO.

4. Definition of conflicts of interest

A conflict of interest occurs when a person's personal interests conflict with their responsibility to act in the best interests of the charity. Personal interests include direct interests, as well as those of family, friends, or other organisations a person may be involved with or have an interest in.

It also includes a conflict between a board member's duty to the Company and another duty that the board member has (for example, to another charity). A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

Related party transactions can lead to perceived, potential, or actual conflicts of interest. Conflicts of interest may arise when a related party (for example, close family of a board member) has an interest that can conflict with the best interests of the charity.

These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the charity. Therefore, these situations must be managed accordingly.

5. Policy

This policy has been developed to address conflicts of interest affecting the Company.

Conflicts of interest are common, and they do not need to present a problem to the charity as long as they are openly and effectively managed.

It is the policy of the Company, as well as a responsibility of the board, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to the Company.

The Company will manage conflicts of interest by requiring board members to:

• avoid conflicts of interest where possible
• identify and disclose any conflicts of interest
• carefully manage any conflicts of interest, and
• follow this policy and respond to any breaches.

5.1. Responsibility of the board

The board is responsible for:

• establishing a system for identifying, disclosing and managing related party transactions and conflicts of interest across the charity
• monitoring compliance with this policy, and
• reviewing this policy on an annual basis to ensure that the policy is operating effectively.

The charity must ensure that its board members are aware of the ACNC Governance Standards, particularly Governance Standard 5, and that they disclose any actual or perceived material conflicts of interest as required by Governance Standard 5.

5.2. Identification and disclosure of conflicts of interest

Conflicts are declared: by directors on appointment (in the Director Consent pack); by staff and contractors at onboarding (in the onboarding checklist); as a standing item at the start of each board meeting; and whenever a person's circumstances change — an ongoing responsibility. Once an actual, potential or perceived conflict of interest is identified, it must be entered into the Company's register of interests and raised with the board.

If all board members have the same conflict of interest, the Company must consider whether it is still able to comply with the ACNC Governance Standards, especially Governance Standard 5, while taking reasonable steps to ensure that its board members are subject to, and comply with, the relevant duties. The Company may: obtain professional advice; consider whether there are any relevant exceptions in its governing document or legislation; consider whether it is appropriate for members to pass a resolution in a general meeting; consider appointing new board members; and note that its board members may consider whether they can continue in the role.

The register of interests must be maintained by the Company Secretary. The register must record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).

The Company will also maintain a register of related party transactions. When a related party transaction may give rise to a perceived, potential or actual conflict of interest, it will be recorded in the Company's register of interests.

5.3. Confidentiality of disclosures

Information disclosed under this policy is treated confidentially. Access to the register of interests is generally restricted to the directors and the Company Secretary and only shared otherwise on a need to know basis.

6. Action required for management of conflicts of interest

6.1. Conflicts of interest of board members

Our Constitution (rule 20.4) sets a stricter rule than the ACNC template. A director who has a material personal interest in a matter being considered at a board meeting (or proposed in a circular resolution) must first disclose the nature and extent of that interest (rule 20.3) and then must not:

• be present while the matter is discussed; or
• vote on the matter.

The conflicted director may still be counted in the quorum for that item (rule 20.4(b)). Where the Chair or CEO is the conflicted person, another (non-conflicted) director chairs that item.

For a conflict that is not a material personal interest (for example a perceived or minor conflict), the non-conflicted directors decide how to manage it — which may include any of the steps above. In exceptional cases, where a conflict is very significant or ongoing, the board may consider whether it is appropriate for the person to resign.

For completeness, the Constitution also provides that the Company cannot avoid a transaction merely because of a director's interest, and a director may retain benefits under it and take part in executing documents for it (rule 20.4(c)–(e)), provided the disclosure and non-participation rules above are followed.

6.2. What should be considered when deciding what action to take

In deciding what approach to take, the board will consider:

• whether the conflict needs to be avoided or simply documented
• whether the conflict will realistically impair the disclosing person's capacity to impartially participate in decision-making
• alternative options to avoid the conflict
• the charity's objects and resources, and
• the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the charity.

The approval of any action requires the agreement of at least a majority of the board (excluding any conflicted board member/s) who are present and voting at the meeting. The action and result of the voting will be recorded in the minutes of the meeting and in the register of interests.

7. Compliance with this policy

If the board has a reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances.

If it is found that this person has failed to disclose a related party transaction or conflict of interest, the board may take action against them. This may include seeking to terminate their relationship with the charity. Any sanction will be proportionate to the seriousness of the breach.

If a person suspects that a board member has failed to disclose a related party transaction or conflict of interest, they must discuss it with the person in question, or notify the Chair or the Company Secretary (who maintains the register of interests).

Contacts

For questions about this policy, contact the Company Secretary. Who currently holds that office is listed on our org chart.