Conflict of Interest and Recusal Policy

This is the Conflict of Interest and Recusal Policy of the Digital Square Peer Review Committee.

Purpose

Conflicts of interest

Conflicts of interest of varying degrees of significance or nature—are an unavoidable reality in the conduct of the Peer Review Committee’s (the “PRC”) operations. A conflict of interest in and of itself is not wrong and may not be unethical, but those involved in recommendation-making processes on behalf of the PRC must take appropriate action to ensure disclosure of any actual, perceived, or potential conflicts of interest. As a result, the PRC will be able to properly manage conflicts of interest and thus mitigate the operational and reputational risks inherent in such conflicts.

Purpose

The purpose of this Conflict of Interest and Recusal Policy (this “Policy”) is therefore to protect the integrity and reputation of the PRC’s recommendation-making processes, particularly in regard to recommendations that will result in the allocation of resources, by establishing procedures to identify, evaluate, and address any actual, perceived, or potential conflicts that may arise. As a basic principle, such conflicts must be resolved in favor of the PRC. Those involved in recommendation-making processes on behalf of the PRC will be expected to abide by the provisions of this Policy.

Definitions

PRC Member(s)

Any Organizational Member, Representative, or Alternate to the PRC.

Family member(s)

A PRC Member’s grandparents, parents/guardians, spouse/domestic partner, siblings, children/dependents, and/or grandchildren.

Conflict of interest

A situation where a PRC Member has an actual, perceived, or potential organizational or financial/personal interest, as defined below, that may:

• Affect the conduct of his/her duties and responsibilities with respect to Digital Square.
• Create the perception that the PRC Member is using his/her position in Digital Square for organizational or personal financial gain at the expense of Digital Square.

Organizational interest

An organizational interest arises when a PRC Member is an officer, director, trustee, partner, or (negotiating to become) an employee of an entity that may benefit financially from a recommendation on which he/she would make a recommendation.

Financial/personal interest

A PRC Member has a financial/personal interest when he/she or any family member may benefit financially or in any other significant way from a transaction or other financial arrangement between Digital Square and an entity with which the PRC Member has:

• An ownership or investment interest.
• A senior leadership or board member position (whether paid or unpaid).
• A direct or indirect compensation arrangement, including through a business, investment, or family member, or in the form of substantial gifts or favors.
• A potential in securing any of the above.

Conflict of interest established

PRC Members will not use their position of influence to secure any financial gain for themselves, their family members, or the organizations with which they are affiliated. There are several possibilities for determining whether an actual, perceived, or potential conflict exists:

• A PRC Member discloses that he/she has an actual, perceived, or potential conflict.
• The Chair determines an actual, perceived, or potential conflict exists.
• The PRC determines an actual, perceived, or potential conflict exists.
• The Governing Board (the “Board”) of Digital Square determines an actual, perceived, or potential conflict exists.

Categories of interest

Interests can generally be categorized according to the following types.

• Direct: A direct interest in any PRC recommendation may be established when a PRC Member directly benefits from such recommendation through an organizational or personal/financial interest.
• Indirect: An indirect interest in any PRC recommendation may be established when a PRC Member indirectly benefits from such recommendation through an organizational or financial/personal interest.

Duty to disclose

A PRC Member must disclose organizational and/or financial/personal interests and the nature of such interest when he/she becomes aware that a conflict exists, could be perceived to exist, or is likely to occur. Such risks should be disclosed in writing to the Chair upon joining the PRC (for preexisting conflicts), or before the next PRC review process.

Recusal

1

Though PRC Members bring their experience and affiliations to bear for the benefit of recommending investments in global goods, they should also recognize their responsibility to put the interests of global goods before other interests when taking recommendations on behalf of the PRC. Concurrently, when discharging their duties, PRC Members are not required to take recommendations that conflict with the constitution, regulations, rules, and policies of the organization they represent to the PRC. Therefore, participation in and disclosure of any actual, perceived, or potential conflict of interest relevant to a PRC recommendation should be guided by the provisions of this Policy, with any such conflict identified and declared.

2

Conflicts should be identified prior to proposal reviews, as outlined in the section "Duty to disclose". Should an actual, perceived, or potential conflict arise during the course of proposal review, the PRC Member will disclose the conflict to the Chair as soon as possible upon learning of the possible conflict and in no event later than the vote.

3

It will be the responsibility of the Chair to determine the scope and the necessity of recusal from voting, given the type of interest disclosed. The PRC records will reflect the conflicted PRC Member’s disclosure and whether the conflicted PRC Member participated in or abstained from voting. In occasions of personal interest, the Chair may allocate a recused Representative’s vote to an Alternate.

4

Should an actual, perceived, or potential conflict of interest apply to the Chair, the same recusal process applies. If an actual, perceived, or potential conflict of interest arises during the course of the review, he/she will disclose the conflict, recuse him/herself, and appoint a temporary Chair to call for a vote.

Failure to disclose

1

Failure to disclose or disputes over whether a conflict exists may be referred to the PRC for resolution. Failure to disclose a personal interest by a PRC Member will be addressed in consultation with the organization providing that Member.

2

Should any PRC Member have reasonable cause to believe that another PRC Member has failed to disclose an actual, perceived, or potential conflict of interest, he/she will inform the Chair. The PRC Member will have an opportunity to explain the alleged failure to disclose. The reporting PRC Member should have reasonable grounds for suspecting a violation and must do so in good faith. Knowingly reporting false or frivolous information is contrary to this Policy.

Contacts

Carl Leitner - PRC Chair Deputy Director, Digital Square, PATH cleitner@path.org

Lauren Wall Digital Square management team Program Officer, Digital Square, PATH lwall@path.org