Conflict of Interest Policy

1. Introduction

The Amaefule and Astudillo Empowerment Foundation (T.A.A.E Foundation) is a non-profit organisation built on integrity, transparency, and the unconditional pursuit of its charitable mission. Every decision made on behalf of the Foundation must be made in the best interests of the Foundation and the communities it serves, free from personal gain or improper influence.

A conflict of interest arises whenever a person in a position of trust or authority within the Foundation has a personal, financial, family, or other interest that could influence, or appear to influence, the decisions they make on behalf of the Foundation. Conflicts of interest are not necessarily wrongdoing. What matters is that they are identified, declared, and properly managed. This policy establishes the framework for doing so.

This policy is consistent with the governance obligations of the Companies and Allied Matters Act (CAMA) 2020, the Nigeria Not-For-Profit Governance Code (NFPGC) 2023, and the principles of good non-profit governance applicable to incorporated trustees in Nigeria.

2. Purpose of This Policy

The purpose of this policy is to:

• Define what constitutes a conflict of interest in the context of the Foundation's work
• Establish a clear and consistent process for declaring, recording, and managing conflicts of interest
• Protect trustees, staff, and volunteers from allegations of improper conduct
• Protect the Foundation's reputation, integrity, and the trust placed in it by donors, funders, and the communities it serves
• Ensure that Foundation decisions are made solely on the basis of what is best for the Foundation's mission and beneficiaries
• Comply with the governance requirements of CAMA 2020 and the NFPGC 2023

3. Scope of This Policy

This policy applies to all persons who participate in the governance, management, or decision-making of the Foundation, including:

• Board members and trustees
• The Chief Executive Officer and all executive leadership
• Staff members involved in procurement, financial decisions, or programme management
• Volunteers who are entrusted with significant responsibilities
• Consultants and contractors engaged on a significant basis

This policy applies to all decisions made on behalf of the Foundation, including financial decisions, procurement decisions, grant-making decisions, partnership decisions, employment decisions, and any other decision in which a personal interest could influence the outcome.

4. Defining a Conflict of Interest

A conflict of interest exists when a person's personal interests, or the interests of someone close to them, could improperly influence their judgement, decisions, or actions in their role with the Foundation.

A conflict of interest may be actual, where the personal interest is already influencing or has influenced a decision, or potential, where a personal interest exists that could influence a future decision, or perceived, where a reasonable outside observer might believe that a personal interest is influencing a decision, even if it is not in fact doing so. All three types must be declared under this policy.

5. Gifts and Hospitality

The acceptance of gifts, hospitality, or personal benefits from donors, contractors, suppliers, or partners can create real or perceived conflicts of interest and must be handled carefully.

The following rules apply to all trustees, staff, and volunteers:

• Gifts of modest value, such as pens, calendars, or small tokens of appreciation with a value below N5,000, may be accepted provided they are declared to the CEO or Board Chairperson
• Gifts above N5,000 in value must be declined or, where declining would cause offence, surrendered to the Foundation and recorded in the gifts register
• No gift of cash, cash equivalent, or transferable financial benefit may ever be accepted in any amount
• Hospitality, such as meals or event attendance, may be accepted where it is modest, transparent, and clearly connected to legitimate Foundation business
• Any gift or hospitality received must be declared and recorded, regardless of value

Offering gifts or benefits to donors, contractors, or partners with the intention of influencing their decisions is prohibited under this policy and under the Foundation's Financial Management Policy.

6. Declaration of Interests

Ongoing Register of Interests

The Foundation shall maintain a Register of Interests in which all trustees, senior staff, and relevant volunteers record their personal, financial, and professional interests that could give rise to a conflict. The Register of Interests shall be maintained by the Board Chairperson and reviewed at every board meeting.

All persons subject to this policy must complete an initial declaration of interests upon joining the Foundation and must update their declaration promptly whenever their circumstances change. An annual review of the Register of Interests shall be conducted at the first board meeting of each year.

Meeting Declarations

At the start of every board meeting, trustees shall be asked whether they have any interest to declare in relation to the items on the agenda. Any person with an interest to declare in a specific agenda item must do so before that item is discussed.

Ad Hoc Declarations

Where a conflict of interest arises outside of a formal meeting, the person must declare the conflict to the Board Chairperson or CEO as soon as they become aware of it, and before any decision or action connected to that conflict is taken.

7. Managing a Declared Conflict of Interest

Once a conflict of interest has been declared, the Foundation shall manage it in the following way:

• The person with the declared interest shall withdraw from the relevant discussion and shall not participate in any vote or decision on the matter
• The person with the declared interest shall not seek to influence others informally on the matter
• The withdrawal and the reason for it shall be recorded in the minutes of the relevant meeting or in the ad hoc declaration record
• The remaining decision-makers shall proceed and make their decision independently
• Where the conflict is so significant that it affects the Foundation's ability to make an independent decision, the Board may seek external advice or appoint an independent person to oversee the relevant decision

The obligation to withdraw applies equally to founders and trustees. No person's seniority, contribution, or personal investment in the Foundation exempts them from this requirement. The integrity of the Foundation's decision-making must be protected regardless of who is involved.

8. Undisclosed Conflicts of Interest

Failure to declare a known conflict of interest is a serious breach of this policy and a breach of the duty of good faith owed by every trustee and representative of the Foundation.

Where an undisclosed conflict of interest is discovered, the Foundation shall:

• Assess whether any decision made while the conflict existed needs to be reviewed or reversed
• Investigate the circumstances of the non-disclosure
• Take appropriate disciplinary action, which may include removal from the board, termination of engagement, or referral to the Corporate Affairs Commission

Where a trustee is found to have acted in breach of their fiduciary duty by failing to disclose a conflict, the matter may also be referred to the Corporate Affairs Commission consistent with the oversight powers granted to the CAC under CAMA 2020.

9. Trustee Responsibilities

As incorporated trustees under CAMA 2020, the trustees of T.A.A.E Foundation have a legal fiduciary duty to act in the best interests of the Foundation at all times. This duty includes the obligation to:

• Act with undivided loyalty to the Foundation and its mission
• Disclose all interests that could conflict with the Foundation's interests
• Never use their position to obtain personal benefit at the Foundation's expense
• Act with the care and diligence of a reasonable and prudent person

Compliance with this Conflict of Interest Policy is an expression of that fiduciary duty and is not optional.

All records maintained under this policy shall be retained for a minimum of seven years and shall be available for review by the Board and, where required, by regulatory authorities.

10. Policy Review

This policy shall be reviewed annually by the Board of Trustees. An earlier review may be triggered by a significant conflict of interest incident, changes in Nigerian law or the NFPGC, or changes in the Foundation's structure or activities.

11. Declaration and Adoption

This Conflict of Interest Policy has been formally adopted by the Board of Trustees of the Amaefule and Astudillo Empowerment Foundation. It reflects the Foundation's commitment to making decisions that are always and only in the best interests of the people we serve.