Gold Standard (GS) mission is to catalyse more ambitious climate action to achieve the Global Goals through robust standards and verified impacts. As part of such mission, a robust approach to the management of conflicts of interest is vital particularly given that a considerable source of our funding derives from institutional donors. This document sets out the strategic priorities and other main considerations of GS in formulating the Conflicts of Interest Policy, the details of the Policy itself and roles and responsibilities of those involved in implementing the Policy.

Actual, potential, or perceived conflicts of interest cannot always be entirely avoided, and their mere existence does not necessarily imply any wrongdoing. The intention of this Policy is not to prohibit or penalize the holding of interests but to mitigate actual, potential, and perceived conflicts of interest.

The objective of the policy is for GS to adopt a proactive approach to conflicts of interest. This approach aims to safeguard our reputation, promote transparency, and enhance organizational culture.

GS is dedicated to conducting all its activities in adherence to the highest ethical standards. Consistent with the principles of transparency, decisions made by GS should be impartial and uninfluenced by conflicts of interest. GS commit to:

• Cultivate, promote, and uphold a culture where business is conducted ethically, professionally, and with integrity and transparency.
• Establish and enforce effective systems to actively prevent, detect, and manage issues related to conflicts of interest.
• Treat each disclosure of a potential conflict of interest confidentially and with the utmost sincerity, recognizing everyone’s efforts in safeguarding GS's integrity and reputation.

This Policy is applicable to all GS employees, consultants, or contractors working for or on behalf of GS (Staff Members). It establishes guidelines and procedures for identifying, monitoring, and managing both actual and potential or perceived conflicts of interest.

This Policy is also applicable to Organisations (an entity with legal personality) working for or on behalf of GS.

Upon joining GS, all employees will undergo an onboarding process and provided with the

Employee HR handbook which includes the conflict-of-interest Policy. Additionally, all Organisations, consultants, or contractors working for or on behalf of GS are informed of the policy upon engagement with GS and:

• Acknowledge the importance of maintaining high standards of ethical conduct and integrity in all professional engagements related to GS's activities. These standards are crucial for upholding GS's excellence, integrity, and reputation.
• Recognize their duty, while performing any activities, to act in the best interests of GS, independent of any academic, institutional, industrial, political, or other specific interests. When making decisions, all GS Staff Members must remain vigilant to the possibility that they or their colleagues could be affected by a conflict of interest, whether actual, potential, or perceived.

A conflict of interest arises when an Institution or individual's professional, personal, or family interests and/or loyalties conflict with and may compromise the interests of GS. Such conflicts can lead to problems as they have the potential to:

• Inhibit free discussion.
• Result in decisions or actions that are not in the best interests of GS, risking the perception that GS, Organisations, or its Staff Member has acted improperly.

These conflicts may occur when, but not only:

• A Staff Member or an Organisation working for or on behalf of GS holds a position in another organisation that conflicts with their role in GS.
• A Staff Member or an Organisation interests’ conflict with their role at GS.
• A Staff Member or an Organisation working for or on behalf of GS has personal interests, including relatives or friends, either paid or unpaid, in another business that provides similar services.

When contracting with any Organisations working for or on behalf of GS, the Organisation will be required to fill out the Acknowledgment and Disclosure Statement Form, as outlined in Annex 2 (9.2.1), which will be included as part of the contract documents. If the Organisation has a potential conflict, the Organisation will be required to fill out the Acknowledgment and Disclosure Statement Form as outlined in Annex 2 to declare the conflict.

If an Organisation working for or on behalf of GS identifies an actual or potential conflict during their responsibilities or duties, they should promptly notify the project manager overseeing the relevant project via email. This notification should include completion of the Acknowledgment and Disclosure Statement Form in annex 2. Following this, the project manager is responsible for forwarding that email to the Head of Legal to inform of the conflict and seek guidance.

The information provided by Organisations working for or on behalf of GS regarding this Policy will be recorded in the conflict of interest register and maintained confidentially by the legal team. Access will be granted to authorized individuals strictly on a need-to-know basis.

Every GS Staff Member acknowledges the duty to promptly declare and disclose to GS any actual, potential, or perceived conflicts of interest that may arise. They are expected to recuse themselves from making conflicted decisions and/or accept GS's mitigation strategies in accordance with this Policy. Specifically, there can be:

• Transactional conflicts: A duty to disclose any interest in a proposed or existing transaction or arrangement with any of GS’s stakeholders.
• Situational conflicts: A general duty to avoid conflicts of interest. To clarify, any interest held by a GS Staff Member with a partner is deemed a conflict and must be disclosed in adherence to this Policy.

To ensure the proper disclosure of potential conflicts of interest, all Staff Members are required to complete an Acknowledgment and Disclosure Statement Form in annex 1. This involves:

• Confirming they are not aware of any conflict, other than those already disclosed, that exists between their role and their personal circumstances or other interests.
• Affirming their commitment to updating the form annually or sooner if any changes occur.
• Confirming their commitment to declare any conflict that arises in the future.

At least annually or when any material changes occur, each GS Staff Member must review the information related to them and declare that the information is correct or make a further declaration, if necessary, by completing the Acknowledgment and Disclosure Statement Form in annex 1 or in the HR application if available.

GS Staff Member holds the responsibility to determine which matters to declare. However, if uncertainty arises, they should:

• Reach out to their line manager, who will escalate to the Head of Legal.
• Reach out directly to the Head of Legal.
• Make a declaration using the Acknowledgment and Disclosure Statement Form in annex 1. During their daily responsibilities, if a GS Staff Member identifies an actual or potential conflict, they should promptly notify their line manager or reach out directly to the Head of Legal via email. This notification should include completion of the Conflict Declaration Form in annex 1.

Following discussion with the conflicted staff member, the line manager will forward the conflict notification email to the Head of Legal.

Similarly, if a GS Staff Member becomes aware that another Staff Member has an actual or potential conflict that has not been disclosed, they should follow the same procedure above which must be treated confidential with their identity protected.

The information provided by GS Staff Members regarding this Policy will be recorded in the conflict of interest register and maintained confidentially by the legal team. Access will be granted to authorised individuals strictly on a need-to-know basis.

The Head of Legal will be responsible for maintaining the register of conflicts and sharing it with the Operations and Risk Committee annually or as needed, in conjunction with the Conflicts of Interest Policy and Risk Registry. The Head of Legal will:

• Record all declared conflicts and interests in the register.
• Document any mitigation measures agreed upon following the Procedure for Managing Conflicts.
• Coordinate with escalation points, including the Board, as necessary.

For reported and declared conflicts, the Head of Legal will:

• Assess the nature of the conflict.
• Evaluate the risk or threat to GS decision-making.
• Determine whether the conflict is material or has the potential to be detrimental to the conduct or decisions made by the relevant GS Staff Member or Organisation working for or on behalf of GS.
• Decide on the appropriate steps to avoid or manage the conflict.
  

The GS Staff Member or Organization working for or on behalf of GS who is conflicted must abstain from participating in discussions and decision-making processes related to the project or activity for which the conflict exists. Depending on the nature and severity of the conflict, the investigation and decision-making process may involve internal points of escalation, extending up to the Board level, and may also involve collaboration with external special advisors if necessary.

Various steps can be taken to address the conflict, including but not limited to:

• Excluding the conflicted GS Staff Member or Organization working for or on behalf of GS from discussions and decision-making related to the matter while the conflict persists.
• Appointing an alternative, non-conflicted GSF Staff Member or Organization potentially for a limited duration or restricted to a specific decision-making process.
• Delegating the matter to the Operations and Risk Committee.
• Seeking independent external advice to assist with the decision.
• Considering the resignation or termination of contract of the conflicted GS Staff Member or Organization working for or on behalf of GS in cases where the conflict is acute or pervasive.

The Head of Legal and those with delegated authority to act will communicate the decision to the conflicted GSF Staff Member, and the conflict case will be recorded in the Register of Conflicts. If the decision is reached during a formal meeting, it will be documented in the meeting minutes.

This policy is owned by Legal.

The policy will undergo a mandatory annual review by the owner after the next scheduled review date. Any changes will be subject to review by the Executive members and require the approval of the CEO.

Annexes can be seen in the PDF document of the present Policy