Conflict of Interest Policy

Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the Web3 Certification Board (“the Board”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or member (“Affiliated Person”).

Policy

Definitions

• Conflict of Interest: A circumstance where an Affiliated Person’s obligation to further the Board’s purposes is at odds with their own financial interests or those of a family member.
• Family Member: Spouse, parents, siblings, children, or any other relative if residing in the same household.
• Financial Interest: A non-trivial economic benefit, whether it comes in the form of compensation, equity, loans, or other monetary transactions between the Board and an Affiliated Person.

Procedures

• Disclosure: Affiliated Persons must disclose any possible conflict of interest in writing to the Board’s Governance Committee.
• Recusal: The Affiliated Person with the conflict shall leave the meeting while the remaining Board members discuss and vote on the transaction or arrangement.
• Due Diligence: Before entering into any transaction or arrangement, the Board will conduct appropriate due diligence to ensure that it is in the Board’s best interest.
• Approval: The decision to enter into such a transaction will be made only if a majority of disinterested Board members vote in favor of it.

Records

• Minutes: The minutes of the Board meetings will contain the names of the Affiliated Persons who disclosed or were found to have a conflict of interest, the nature of the conflict, and a record of the vote.
• Annual Statements: Every Affiliated Person will annually sign a statement affirming that they have received a copy of this Policy, read and understood it, and agreed to comply with it.

Violations

• If the Board has reasonable cause to believe an Affiliated Person has failed to disclose a conflict, it will take appropriate disciplinary action.

Amendment and Review

This Policy may be amended or revised from time to time, as needed, with changes approved by a majority of the Board.

Updated October 16, 2023