This Conflict of Interest Policy (“COI Policy”) sets out how the trustee directors of RA UK (the “Trustees”) will identify and manage any conflicts of interest which may impact their decision making. This COI Policy has been prepared with due regard to relevant UK law, the Articles of Association of RA UK and Charity Commission guidance (CC29).
The Rainforest Alliance Holding, Inc. Conflict of Interest Policy (dated 2 January 2018) applies to all employees of Rainforest Alliance Holding, Inc. and its affiliated undertakings, including RA UK, and the terms of that policy shall also apply to the Trustees but only to the extent that there are no conflicts with the requirements of this COI Policy. In the event of any conflict, this COI Policy shall prevail.
Conflict of Interest
All Trustees have a duty to act in the best interests of the charity. Trustees should therefore identify conflicts of interest and ensure that they do not affect the decision making of the Trustees.
A conflict of interest may arise where the personal loyalties or financial interests of another person (trustee, employee, volunteer or another entity) could influence the decisions made for or by, or conflict with the interests of, RA UK.
Circumstances Constituting a Conflict of Interest
A conflict of interest may arise in the context of a proposed transaction, agreement or other arrangement (including compensation arrangements) in which:
a. one or more of the Trustees (or any Connected Person) could have a financial interest (see “Trustee Benefits” below); or
b. there is an actual or perceived conflict of interest for some other reason, such that a Trustee might not be able to act in the best interests of RA UK and could, in fact, seek to enter into a transaction that competes with the interests of the RA UK. For example, loyalties a Trustee may feel to other colleagues, family or friends or legal obligations to another organisation or person.
“Connected Person”: in broad terms this means family, relatives or business partners of a Trustee, as well as businesses in which a trustee has an interest through ownership or influence (usually where the Trustee has a voting or economic interest of over 20%). The term includes a Trustee’s spouse or unmarried or civil partner, children, siblings, grandchildren and grandparents, as well as businesses where a Trustee or family member holds at least one-fifth of the shareholding or voting rights. If the Trustees are in doubt about whether a person or business is a Connected Person they should err on the side of caution and, if still unsure, seek appropriate legal advice.
Any money or any other property, goods or services which have a monetary value and are received by a Trustee from the charity, is considered a “Trustee Benefit”. Charity law says that Trustees cannot receive a benefit from their charity, whether directly or indirectly, unless they have an adequate legal authority to do so.
Examples of Trustee Benefits: (i) where RA UK acquire or borrow assets from a Trustee; (ii) paying a Trustee for carrying out their Trustee role or any other post within RA UK; (ii) employing a Trustee’s spouse or other close relative; (iv) paying a Trustee or person or a Trustee’s Connected Person to carry out a service. Trustee Benefit does not include any payments to trustees which are for their proper out of pocket expenses.
Any approved Trustee Benefits may need to be disclosed in RA UK’s accounts.
At meetings of the Trustees, conflicts of interest should be the first agenda item and a Trustee must declare any actual or potential, direct or indirect, interest in any of the items on that agenda whether their own conflicts or the conflicts of another Trustee or employee of RA UK. Any Trustee with a personal conflict of interest is a “Conflicted Trustee”. Trustees should be open and honest in declaring any potential conflicts of interest of which they are aware (including those concerning other Trustees) and should discuss with other Trustees if they are unsure.
As a minimum, the Conflicted Trustee should (i) leave the discussion on the relevant agenda item; (ii) not take part in any decision or vote in relation to that item and (iii) should not count towards the quorum in relation to that decision or vote, unless otherwise permitted by UK law, the Articles of Association of RA UK or the Charity Commission.
There may be a conflict of interest which is sufficiently serious that the Trustees are unable to effectively make a decision in the best interests of RA UK – including in circumstances where it is not possible to manage the conflict of interest in line with this COI Policy and where it could damage the reputation of RA UK. The Trustees should consider whether independent expert advice or advice from the Charity Commission should be obtained to assist them in such circumstances.
All Trustees should complete a register of interests on an annual basis (“Register of Interests”) and be alert to any other possible conflicts of interest and advise the General Counsel (or, if there is no Chair, the other non-Conflicted Trustees) as soon as they arise.
The Register of Interests should include details of all business and personal interests that the Trustee has and those of their Connected Persons. By recording their other interests openly, any actual or potential conflicts of interest can be identified more easily by the Trustees. A form of Register of Interests is annexed to this COI Policy.
Trustees should (i) maintain and review the Register of Interests and (ii) keep a record of all board meetings and, in particular, all discussions and decisions made in relation to any matter for which there is a Conflicted Trustee.
Matters to be recorded in minutes include: (i) the nature of the conflict of interest; (ii) the name(s) of Conflicted Trustee; (iii) whether the conflict of interest was declared in advance (iv) outline of the discussion; (v) whether the conflict was permitted by law or Articles of Association or otherwise; (vi) how any decisions were made in the best interests of RA UK.
Annual Distribution and Monitoring
A copy of this policy, along with the Register of Interests, shall be furnished upon adoption and annually thereafter to each Trustee. In addition, any new Trustee must be provided with a copy of this COI Policy prior to their appointment.
The Register of Interests will be circulated by the General Counsel annually for completion by the Trustees. Each Trustee must amend and update the Register of Interests as necessary upon becoming aware of any information which may change their annual declaration and must circulate any amendments to the other Trustees.
This COI Policy will be monitored and maintained by the General Counsel to ensure continued compliance with charity law and guidance from the Charity Commission and will be published on the RA UK website. The Register of Interests will be made available for review by the Trustees and the employees of RA UK and will be published on the RA UK website.