Conflict of Interest Policy

1Purpose

Shepherds Only Foundation (“SOF” or “the Foundation”) exists to steward resources entrusted to it for the advancement of its charitable purposes, including the support, welfare and long-term wellbeing of persons called to Christian ministry.

The Foundation recognizes that the integrity of its mission depends upon decisions being made solely in the best interests of the Foundation and its charitable purposes, rather than for the private benefit of directors, trustees, officers, employees, committee members, donors, beneficiaries, advisers or persons connected with them.

The purpose of this Conflict of Interest Policy is therefore to:

• identify actual, potential and perceived conflicts of interest;
• require timely and complete disclosure of relevant interests;
• establish procedures for assessing and managing conflicts;
• prevent improper personal benefit or influence;
• ensure that decisions concerning Foundation assets are fair, independent and properly documented;
• protect the integrity of beneficiary selection, grants, investments, procurement and employment decisions;
• preserve public, beneficiary and donor confidence in the Foundation;
• protect the Foundation’s reputation and charitable assets; and
• promote compliance with applicable laws, regulations, fiduciary duties and good governance standards.

A conflict of interest is not necessarily misconduct. The failure to disclose, appropriately manage or avoid a conflict may, however, constitute misconduct and may expose both the individual and the Foundation to legal, financial, regulatory and reputational risk.

2Scope

This Policy applies to all persons exercising authority, influence, responsibility or decision-making functions on behalf of Shepherds Only Foundation, including:

• directors;
• trustees;
• founders when acting in a governance or management capacity;
• officers;
• executives;
• employees;
• committee and subcommittee members;
• volunteers with decision-making authority;
• investment committee members;
• grant or beneficiary selection committee members;
• procurement personnel;
• consultants and advisers where appropriate;
• persons authorized to act on behalf of the Foundation; and
• any other person designated by the Board.

For purposes of this Policy, these persons are collectively referred to as “Covered Persons.”

The Board may require contractors, professional advisers, investment managers, service providers and other counterparties to make conflict disclosures where their work creates a material risk of conflict.

3Policy Principle

Every Covered Person shall place the interests and charitable purposes of Shepherds Only Foundation ahead of any personal, financial, family, professional, business, ecclesiastical or other competing interest when acting on behalf of the Foundation.

No Covered Person shall use his or her position, authority, influence, access to information or access to Foundation assets to secure an improper advantage for:

• himself or herself;
• a family member;
• a friend or associate;
• a church or ministry with which that person is connected;
• a business or organization in which that person has an interest; or
• any other related or connected person.

All Foundation decisions shall be made according to the Foundation’s governing documents, approved policies, charitable purposes and objective decision-making procedures.

4What Is a Conflict of Interest?

A conflict of interest arises where a person’s personal interests, relationships, duties or loyalties conflict, may conflict, or could reasonably appear to conflict with the interests of Shepherds Only Foundation or the proper performance of that person’s duties.

Conflicts may be actual, potential or perceived.

The Foundation recognizes that perceived conflicts can damage confidence in its governance even where no wrongdoing has occurred. Accordingly, perceived conflicts should also be disclosed.

5Interests That Must Be Disclosed

Covered Persons must disclose interests that may reasonably affect, or appear to affect, their independence or judgment.

Relevant interests may include:

6Related-Party Transactions

A transaction involving a Covered Person, a family member, a related organization or another connected person shall receive heightened scrutiny.

Related-party transactions may include:

• purchase of goods or services from a director’s business;
• employment of a director’s relative;
• leasing property owned by a trustee or related person;
• engaging a company owned or controlled by an officer;
• providing Foundation funds to an organization controlled by a Covered Person;
• purchasing investments or financial services through a related party;
• paying consulting, management or professional fees to a related person; and
• any arrangement capable of conferring a direct or indirect private financial benefit.

Related-party transactions are not automatically prohibited. However, they shall only be permitted where they are lawful, demonstrably in the Foundation’s interests, consistent with its charitable purposes and approved through an independent process.

The Foundation should, where appropriate, obtain comparable quotations, market information, independent valuations or other evidence demonstrating that the terms are reasonable and fair.

7Beneficiary and Minister Support Conflicts

Because a central purpose of Shepherds Only Foundation involves supporting ministers and persons connected with Christian ministry, particular care shall be exercised when determining eligibility for support.

A decision-maker shall disclose any material relationship with an applicant or proposed beneficiary.

This includes where the applicant is:

• the decision-maker himself or herself;
• a family member;
• a close personal friend;
• the decision-maker’s pastor or spiritual leader;
• a member of a ministry led by the decision-maker;
• an employee or business associate;
• a person to whom the decision-maker owes a financial obligation;
• a person with whom the decision-maker has a significant professional relationship; or
• a person whose selection could reasonably be perceived as favouritism.

A conflicted person shall not improperly influence the application, assessment, recommendation, approval, payment or monitoring process.

Eligibility for assistance must be determined according to the Foundation’s approved charitable purposes and applicable beneficiary-selection criteria.

No minister shall receive preferential treatment merely because of personal access to the Foundation’s leadership.

8Founder, Director and Trustee Interests

Founders, directors and trustees are subject to the same conflict standards as other Covered Persons and, because of their authority, shall be expected to demonstrate particularly high standards of fiduciary conduct.

Founder status does not create an entitlement to:

• Foundation property;
• Foundation investment income;
• grants or financial support;
• contracts;
• employment;
• reimbursement unrelated to legitimate Foundation expenses;
• preferential investment opportunities; or
• other private benefits.

Foundation assets shall remain dedicated to the Foundation’s lawful purposes and shall not be treated as the personal assets of a founder, director, trustee or officer.

9Investment and Endowment Conflicts

Persons involved in managing or overseeing Foundation investments or endowment assets must disclose any interest in:

• banks;
• fund managers;
• investment advisers;
• brokerage firms;
• custodians;
• investment products;
• issuers;
• counterparties;
• property transactions; or
• other entities being considered for investment or appointment.

No person shall direct Foundation assets toward an investment for the purpose of obtaining an undisclosed personal commission, referral fee, rebate, kickback or other benefit.

Investment decisions must be made in accordance with the Foundation’s approved investment policy and applicable fiduciary standards.

10Procurement and Contracting

No Covered Person shall use his or her position to improperly direct Foundation contracts toward himself, herself, relatives, associates or connected businesses.

Where a connected business is capable of legitimately supplying goods or services to the Foundation, the relationship must first be disclosed.

The non-conflicted decision-makers shall determine whether the transaction should be considered.

Where appropriate, competitive quotations or another independent assessment of value shall be obtained.

The conflicted person shall not control the procurement, evaluation or approval process.

11Gifts, Hospitality and Benefits

Covered Persons shall not solicit or accept gifts, hospitality, favours, commissions, discounts, payments or other benefits where doing so could reasonably:

• influence a Foundation decision;
• create an obligation to another person;
• compromise independent judgment; or
• create an appearance of improper influence.

Nominal and customary hospitality may be accepted where lawful and reasonable, provided it does not create an obligation or influence decision-making.

Cash gifts, kickbacks, secret commissions and similar personal payments connected with Foundation business are prohibited.

The Board may establish monetary thresholds and a Gifts and Hospitality Register.

12Corporate Opportunities and Use of Foundation Property

Covered Persons shall not improperly:

• take for themselves opportunities discovered through their Foundation position;
• use Foundation property for unauthorized personal purposes;
• use confidential information for private gain;
• divert donations, grants, investments or commercial opportunities belonging to the Foundation;
• exploit Foundation relationships for undisclosed private benefit; or
• compete with the Foundation in relation to opportunities properly belonging to it.

13Duty to Disclose

Each Covered Person has a continuing duty to disclose conflicts.

Disclosure shall occur:

• upon appointment or commencement of service;
• at least annually thereafter;
• whenever a material change occurs in previously disclosed interests; and
• immediately when a specific matter giving rise to an actual, potential or perceived conflict arises.

Disclosure must contain sufficient information for the Foundation to understand the nature and extent of the interest.

Where a person is uncertain whether an interest constitutes a conflict, the interest should be disclosed.

Disclosure is preferable to silence.

14Register of Interests

The Foundation shall maintain a Register of Interests or other legally required interests register.

The Register should, as appropriate, record:

• name of the person;
• position within the Foundation;
• nature of the interest;
• relevant person, organization or entity;
• date disclosed;
• date reviewed;
• matter or transaction affected;
• determination made;
• restrictions or safeguards imposed;
• date the interest ceased; and
• any other information required by law.

The Company Secretary, Governance Officer or other person appointed by the Board shall be responsible for maintaining the Register.

Access to personal information contained in the Register shall be managed in accordance with applicable law and the Foundation’s privacy and data-protection obligations.

15Procedure When a Conflict Arises

Where a matter involving a possible conflict comes before the Board or a committee:

16Quorum and Voting

A conflicted director, trustee or committee member shall not vote on the relevant matter.

Where required by applicable law or the Foundation’s governing documents, that person shall not be counted when determining the quorum for consideration of that matter.

Where conflicts affect so many decision-makers that independent consideration is impossible, the matter shall be escalated in accordance with the Foundation’s governing documents and applicable law and, where appropriate, independent legal or professional advice shall be obtained.

17No Influence After Recusal

Recusal means more than abstaining from a formal vote.

A conflicted person must not attempt to influence the outcome indirectly by:

• lobbying other decision-makers;
• controlling information presented to them;
• pressuring employees;
• directing advisers;
• manipulating selection criteria;
• contacting committee members privately for the purpose of influencing the decision; or
• otherwise attempting to obtain a preferred result.

The person may provide factual information when specifically requested by the independent decision-makers, but should not participate further than necessary.

18Confidential Information

Covered Persons may obtain confidential information concerning:

• beneficiaries;
• donors;
• ministers;
• employees;
• financial affairs;
• investments;
• grant applications;
• health or hardship circumstances;
• legal matters;
• banking arrangements;
• strategic decisions; or
• other sensitive Foundation matters.

Such information shall not be used for personal advantage or disclosed except where authorized, required for legitimate Foundation purposes or required by law.

A person’s departure from the Foundation does not automatically terminate confidentiality obligations.

19Donor Conflicts and Restricted Influence

A donor’s financial contribution does not entitle that donor to exercise improper control over beneficiary selection, procurement, employment, investment decisions or other matters reserved for the Foundation’s governing bodies.

Where a donor recommends a beneficiary or project, any resulting support must still satisfy the Foundation’s charitable purposes and applicable eligibility and due-diligence requirements.

The Foundation shall not knowingly permit charitable funds to be used as a mechanism for improperly transferring benefits to persons selected primarily for a donor’s private purposes.

20Employment and Nepotism

Employment, consultancy and volunteer appointments shall be based upon legitimate organizational needs and appropriate qualifications.

Where an applicant is related to or closely associated with a person involved in recruitment or supervision, that relationship must be disclosed.

The conflicted person shall ordinarily not participate in:

• shortlisting;
• interviewing;
• compensation determination;
• appointment;
• performance evaluation;
• disciplinary decisions; or
• termination decisions

concerning the related person.

Employment of relatives is not automatically prohibited unless prohibited by another Foundation policy or applicable law, but it must not result from improper favouritism.

21Loans and Personal Financial Arrangements

Foundation funds shall not be used to provide personal loans, guarantees or other financial accommodations to directors, trustees, officers or related persons except where expressly lawful, consistent with the Foundation’s charitable purposes, permitted by its governing documents and independently approved.

Personal borrowing or lending relationships between persons responsible for approving Foundation transactions and Foundation suppliers or beneficiaries should be disclosed where they could reasonably affect independent judgment.

23Disclosure Does Not Automatically Cure a Conflict

Disclosure alone does not necessarily make a conflicted transaction acceptable.

After disclosure, the Foundation may:

• permit the matter subject to safeguards;
• require recusal;
• require competitive procurement;
• obtain independent professional advice;
• impose conditions;
• prohibit the transaction;
• require the person to relinquish the conflicting interest;
• reassign responsibilities; or
• take any other reasonable measure necessary to protect the Foundation.

24Failure to Disclose

Where the Foundation has reasonable grounds to believe that a Covered Person failed to disclose a conflict, the person shall ordinarily be informed of the concern and given an opportunity to provide relevant information.

The matter shall then be reviewed by persons who are independent of the alleged conflict.

A deliberate, reckless or material failure to disclose may constitute a breach of fiduciary duty, Foundation policy or applicable law.

Consequences may include, subject to applicable law and governing documents:

• warning;
• removal from a particular decision;
• suspension of delegated authority;
• disciplinary action;
• termination of employment or engagement;
• removal from a committee;
• recommendation for removal from office;
• cancellation or review of an affected transaction;
• recovery of improperly obtained benefits;
• referral to auditors, legal advisers or regulators; or
• other appropriate remedial action.

25Retrospective Discovery of a Conflict

Where a conflict is discovered after a decision or transaction has occurred, the Foundation shall promptly review:

• the nature of the conflict;
• whether disclosure should have occurred;
• whether the transaction remains in the Foundation’s interests;
• whether any improper benefit arose;
• whether corrective action is required; and
• whether reporting to any regulator or other authority is required.

The Board shall document its conclusions and any remedial measures taken.

26Whistleblowing and Reporting Concerns

Any person who reasonably believes that an undisclosed or improperly managed conflict exists should report the matter through the Foundation’s appropriate governance, ethics or whistleblowing channels.

Reports made in good faith shall be handled as confidentially as reasonably practicable and in accordance with the Foundation’s Whistleblower Policy and applicable law.

Retaliation against a person for raising a genuine concern in good faith is prohibited.

27Recordkeeping

The Foundation shall maintain appropriate records concerning conflicts of interest, including:

• annual declarations;
• specific conflict disclosures;
• the Register of Interests;
• relevant meeting minutes;
• recusals;
• independent assessments;
• quotations or valuations obtained;
• Board or committee resolutions; and
• remedial actions.

Records shall be retained in accordance with applicable legal requirements and the Foundation’s records-retention policies.

28Annual Declaration

Every director, trustee, officer and other person designated by the Board shall complete an annual Conflict of Interest Declaration.

The declaration should confirm that the person:

• has received or been given access to this Policy;
• has read and understood the Policy;
• agrees to comply with it;
• has disclosed all interests reasonably capable of creating a conflict;
• understands the continuing obligation to update disclosures; and
• is not aware of any undisclosed conflict involving himself or herself.

29Training

The Foundation shall provide appropriate conflict-of-interest guidance or training to persons whose responsibilities expose the Foundation to significant conflict risks.

Particular attention should be given to persons involved in:

• governance;
• beneficiary selection;
• grantmaking;
• procurement;
• investments;
• financial management;
• recruitment; and
• contracting.

30Board Responsibility

The Board bears ultimate responsibility for promoting a culture in which conflicts are identified early and managed transparently.

The Board shall periodically review:

• the Register of Interests;
• significant related-party transactions;
• material conflicts;
• compliance with disclosure requirements;
• recurring conflict patterns; and
• the adequacy of this Policy.

Where appropriate, the Board may delegate administrative responsibility for the Policy to the Company Secretary, Governance Committee, Audit and Risk Committee or another designated officer, without relinquishing the Board’s ultimate oversight responsibility.

31Compliance With Law

This Policy shall be interpreted consistently with:

• the Companies Act, 2019 (Act 992) of Ghana, where applicable;
• applicable laws and regulations governing nonprofit organizations;
• applicable tax, charitable and regulatory requirements;
• the Foundation’s Constitution and governing documents;
• fiduciary obligations applicable to directors and trustees; and
• any other law applicable to the Foundation’s operations.

Where applicable law imposes a higher standard than this Policy, the higher legal standard shall prevail.

Nothing in this Policy authorizes a transaction, arrangement or conduct prohibited by law.

32International Operations

Where Shepherds Only Foundation establishes, controls, funds or works through entities, trusts, endowments, affiliates or operations outside Ghana, conflicts shall also be managed in accordance with applicable laws in those jurisdictions.

Where different requirements apply, the Foundation should follow the stricter standard where legally permissible and appropriate.

33Interaction With Other Foundation Policies

This Policy should be read together with the Foundation’s:

• Constitution and governing documents;
• Code of Ethics or Code of Conduct;
• Whistleblower Policy;
• Anti-Fraud and Anti-Corruption Policy;
• Financial Management Policy;
• Procurement Policy;
• Investment and Endowment Policy;
• Grantmaking and Beneficiary Selection Policy;
• Gifts and Hospitality Policy;
• Related-Party Transactions Policy, if separately adopted;
• Data Protection and Privacy Policy; and
• Records Retention Policy.

Where policies overlap, they should be interpreted in a manner that provides the greatest reasonable protection to the Foundation and its charitable assets while complying with applicable law.

34Public Accountability

Shepherds Only Foundation is committed to responsible stewardship, independence in decision-making and the proper use of resources entrusted to it.

The Foundation may publicly disclose this Policy as part of its commitment to transparency and accountability.

However, publication of the Policy does not require publication of confidential personal information contained in individual declarations or the Register of Interests except where disclosure is required by law or properly authorized.

35Review of Policy

This Policy shall be reviewed periodically and whenever:

• relevant legislation changes;
• the Foundation materially changes its legal or governance structure;
• significant new activities are undertaken;
• material weaknesses are identified; or
• the Board otherwise determines that revision is necessary.

Amendments must be approved by the Board or other body authorized under the Foundation’s governing documents.

36Acknowledgement

Every person required by the Board to acknowledge this Policy shall confirm:

“I acknowledge that I have read and understood the Shepherds Only Foundation Conflict of Interest Policy. I agree to disclose promptly any actual, potential or perceived conflict of interest and to comply with all recusal, confidentiality and other requirements imposed under this Policy.”

37Contact and Reporting

Questions concerning this Policy or disclosures of conflicts of interest should be directed to:

Where the matter concerns the person ordinarily responsible for receiving disclosures, the disclosure should be made directly to the Chair of the Board or another independent person designated by the Board.

Where the Chair is conflicted, the matter should be referred to the remaining non-conflicted members of the Board or another independent authority designated under the Foundation’s governance framework.