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Conflict of Interest Policy

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Ensuring objective decision-making, ethical stewardship, and institutional integrity across all Foundation activities and governance.

Ethical Governance Framework

Undivided Loyalty to Our Mission

Every decision made on behalf of Guardians of Vision Foundation must serve the sole interest of our beneficiaries, remaining free from personal bias, private gain, or improper external influence.

File Declaration of Interest
VERSION 1.0
EFFECTIVE DATE May 2026
REVIEW DATE May 2027
APPROVED BY Guardians of Vision Foundation Board of Trustees
POLICY OWNER Board Chairperson & CEO
Policy Navigation
01

Introduction

The Guardians of Vision is a non-profit organization built on integrity, transparency, and the unconditional pursuit of its charitable mission. Every decision made on behalf of the Foundation must be made in the best interests of the Foundation and the communities it serves, free from personal gain or improper influence.

A conflict of interest arises whenever a person in a position of trust or authority within the Foundation has a personal, financial, family, or other interest that could influence, or appear to influence, the decisions they make on behalf of the Foundation. Conflicts of interest are not necessarily wrongdoing. What matters is that they are identified, declared, and properly managed. This policy establishes the framework for doing so.

This policy is consistent with the governance obligations of the Companies and Allied Matters Act (CAMA) 2020, the Nigeria Not-For-Profit Governance Code (NFPGC) 2023, and the principles of good non-profit governance applicable to incorporated trustees in Nigeria.

02

Purpose of This Policy

The purpose of this policy is to:

Define Conflicts

Clearly define what constitutes a conflict of interest in the context of the Foundation's work.

Standardize Declarations

Establish a clear and consistent process for declaring, recording, and managing conflicts of interest.

Protect Representatives

Protect trustees, staff, and volunteers from allegations of improper conduct or bias.

Safeguard Reputation

Protect the Foundation's reputation, integrity, and the trust placed in it by donors and community partners.

  • Ensure that Foundation decisions are made solely on the basis of what is best for the Foundation's mission and beneficiaries.
  • Fully comply with the governance requirements of CAMA 2020 and the NFPGC 2023.
03

Scope of This Policy

This policy applies to all persons who participate in the governance, management, or decision-making of the Foundation, including:

Board & Leadership

Board members, trustees, CEO, and executive leadership.

Operational Staff

Staff involved in procurement, financial, or grant decisions.

Volunteers & Advisors

Key volunteers, contractors, and long-term consultants.

This policy applies to all decisions made on behalf of the Foundation, including financial decisions, procurement decisions, grant-making decisions, partnership decisions, employment decisions, and any other decision in which a personal interest could influence the outcome.

04

Defining a Conflict of Interest

A conflict of interest exists when a person's personal interests, or the interests of someone close to them, could improperly influence their judgement, decisions, or actions in their role with the Foundation.

Actual

Where a personal interest is already actively influencing or has influenced a decision.

Potential

Where a personal interest exists that could improperly influence a future decision.

Perceived

Where a reasonable observer might believe a conflict exists, even if it does not in fact do so.

All three types of conflicts must be declared immediately under this policy.

Reportable Conflict Examples
  • A trustee sits on the board of a supplier being considered for a Foundation contract.
  • A staff member's spouse or family member applies for an employment role within the Foundation.
  • A trustee stands to personally benefit financially from an operational programme decision.
  • A volunteer approves a grant application from an external organisation they are affiliated with.
  • A founder directs Foundation funds toward a project in which they have a personal stake.
  • A board member receives gifts or perks from a contractor that could influence future votes.
Non-Conflict Situations
  • Being a member of a community that the Foundation serves, where no personal financial benefit arises.
  • Holding general personal views, philosophical beliefs, or values aligned with the Foundation's mission.
  • Being acquainted with a program beneficiary or partner where no personal financial interest is involved.
05

Gifts and Hospitality Thresholds

The acceptance of gifts, hospitality, or personal benefits from donors, contractors, suppliers, or partners can create real or perceived conflicts of interest and must be strictly regulated.

Below ₦5,000 Permissible

Modest tokens (e.g., pens, calendars) may be accepted, provided they are declared to the CEO or Board Chairperson.

Above ₦5,000 Decline / Surrender

Must be declined. If declining causes offense, surrender to the Foundation for recording in the Gifts Register.

Cash / Equiv. Strictly Prohibited

No gift of cash, cash equivalents, vouchers, or transferable financial benefits may ever be accepted in any amount.

Business Hospitality Rules: Meals or event attendance may be accepted only where modest, transparent, and directly connected to legitimate Foundation business. Offering gifts to donors or contractors to influence decisions is strictly banned under our Financial Management Policy.
06

Declaration of Interests Framework

The Foundation enforces three mandatory channels for declaring personal interests:

A
Ongoing Register of Interests

The Foundation maintains a central Register of Interests managed by the Board Chairperson. Trustees, senior staff, and relevant personnel must complete an initial declaration upon joining, submit immediate updates upon any status change, and participate in an annual review at the first board meeting of each year.

B
Formal Meeting Declarations

At the start of every board or committee meeting, trustees must disclose any interest relating to items on the agenda before discussions commence.

C
Ad Hoc Immediate Disclosures

If a conflict arises outside of scheduled meetings, the individual must notify the Board Chairperson or CEO immediately in writing before any operational decision is executed.

07

Managing & Recusing from Declared Conflicts

Once a conflict of interest is declared, the Foundation applies the following mandatory management protocol:

Step 1
Mandatory Recusal: The interested party must withdraw from the meeting room/discussion and cannot vote or participate in decisions.
Step 2
No Informal Influence: The individual must not attempt to lobby or influence remaining decision-makers outside formal proceedings.
Step 3
Minute Documentation: The formal withdrawal, rationale, and recusal duration must be explicitly recorded in official meeting minutes.
Step 4
Independent Quorum: Remaining unbiased decision-makers evaluate the matter independently to determine the outcome.
Universal Standard (Founders & Trustees): The obligation to withdraw applies equally to founders, senior trustees, and executives. No individual's seniority or personal investment exempts them from recusal.
08

Undisclosed Conflicts & Regulatory Enforcement

Failure to declare a known conflict of interest represents a severe breach of this policy and a violation of fiduciary duty.

Where an undisclosed conflict is discovered, the Foundation will:

  • Conduct an immediate review of any decisions made during the conflict period, reserving the right to void or reverse contracts.
  • Initiate a formal investigation into the circumstances surrounding non-disclosure.
  • Enforce disciplinary actions up to contract termination, removal from the Board, or legal referral.
CAMA 2020 & CAC Escalation: Where a trustee breaches fiduciary obligations by concealing conflicts, the matter may be formally reported to the Corporate Affairs Commission (CAC) pursuant to statutory oversight powers under CAMA 2020.
09

Statutory Fiduciary Duty of Trustees

As incorporated trustees under CAMA 2020, trustees of Guardians of Vision Foundation bear a legal fiduciary responsibility to prioritize the Foundation's best interests above all else. This includes:

Undivided Loyalty: Directing all governance actions purely toward the organization's charitable mission.
Transparent Disclosure: Unconditionally disclosing any potential personal or secondary interest.
No Personal Profit: Refraining from leveraging official positions for private financial gain.
Prudent Care: Exercising the care, diligence, and skill expected of a reasonable and prudent manager.

All conflict registers and resolution documentation shall be archived securely for a minimum of seven (7) years for audit and regulatory inspection.

10

Annual Review & Board Adoption

This policy is reviewed annually by the Board of Trustees. Earlier amendments may be triggered by statutory changes to CAMA 2020, NFPGC guidelines, or structural shifts within the Foundation.

Formal Board Declaration

This Conflict of Interest Policy was officially adopted by the Board of Trustees of the Guardians of Vision Foundation. It represents our solemn commitment to ethical decision-making and mission integrity.