Conflicts of Interest Policy

"bee Charity" Verein (“BeeCharity”, “we”, “us”, “our”) is a Swiss association (Verein) with its seat in Dübendorf, Canton of Zurich, registered in the Commercial Register Office of the Canton of Zurich under UID CHE-457.076.818. Those who lead and act for a charity are trusted to put its charitable purpose ahead of their own interests, and the credibility of that trust depends on how openly conflicts of interest are recognised and managed.

The purpose of this Conflicts of Interest Policy is to help everyone connected with BeeCharity — in particular the members of our board — to identify situations in which their personal, financial or other interests might conflict, or appear to conflict, with the interests of the association, and to deal with those situations honestly and transparently. Managing conflicts well protects the integrity of our decisions, safeguards charitable funds, and reassures donors, partners and the public that BeeCharity acts only in furtherance of its mission.

This policy explains what a conflict of interest is, who is responsible for managing conflicts, how interests must be declared and recorded, and how conflicts are handled when they arise — including in board decisions, procurement, and the acceptance of gifts and hospitality. It was formally adopted by the board and is published in the spirit of transparency; it describes the standards we hold ourselves to.

To apply this policy consistently, we use the following definitions:

It is important to note that a conflict of interest is not in itself wrongdoing. Conflicts arise naturally, especially in a small association where board members are active in their communities. What matters is that they are identified early, declared openly and managed properly.

• “Conflict of interest” means any situation in which a person’s personal, financial, professional or family interests could influence, or could reasonably be perceived to influence, the way they act on behalf of BeeCharity.
• “Financial conflict” means a conflict where a person, or someone connected to them, could gain or lose money or a money’s-worth benefit as a result of a decision or action of the association.
• “Non-financial conflict” (or conflict of loyalty) means a conflict arising from divided loyalties — for example where a person also acts for another organisation, or has a personal or family relationship that could affect their judgement — even where no money is involved.
• “Connected person” means a person or organisation closely associated with a board member or representative, such as a spouse, partner, close relative, business partner, employer, or a body they control or in which they have a significant interest.
• “Interest” means anything, financial or otherwise, that could give rise to a conflict, whether actual, potential or perceived.
• “Board” means the board of BeeCharity, currently comprising the Chairperson of the Board and the Member of the Board and Treasurer.

Responsibility for managing conflicts of interest rests with the board as a whole, which owns this policy and is accountable for ensuring that conflicts are identified, declared and handled properly. BeeCharity currently has a two-member board — the Chairperson of the Board and the Member of the Board and Treasurer — and both are personally responsible for complying with this policy and for helping the other to do so.

Every board member, and every volunteer, contractor or representative who takes part in decisions or actions on behalf of the association, is responsible for being alert to their own possible conflicts, for declaring them promptly and fully, and for withdrawing from decisions where required by this policy. No one should wait to be asked: the duty to declare an interest is a personal and continuing one.

Because the association operates under joint signing authority, in which any two authorised representatives must sign together to commit BeeCharity, the management of conflicts is closely tied to our decision-making. Where a conflict affects one board member, particular care is needed — in a two-person board this means the conflicted member steps back from the decision and, where the matter cannot properly be decided by the remaining member alone, it is deferred, referred to the wider membership, or independent input is sought, as described in the Board Decisions chapter below.

Conflicts of interest can take many forms, and recognising them is the first step to managing them. Situations that may give rise to a conflict include, for example:

When considering whether a conflict exists, we apply a simple test: could a reasonable, informed member of the public think that the interest might affect the way the person carries out their role for BeeCharity? If the answer is yes, the interest should be treated as a conflict and declared, whether the conflict is actual, merely potential, or only a matter of perception. Where there is any doubt, we err on the side of disclosure.

• A decision to award a contract, grant or payment to a board member, a connected person, or an organisation in which they have an interest.
• The employment or engagement of a board member’s relative, friend or business associate.
• A board member also serving as a trustee, director, employee or member of another organisation that deals with, competes with, or seeks funding alongside BeeCharity.
• The acceptance of a donation, gift or hospitality that could place a board member under an obligation or influence a decision.
• A personal relationship between people involved in a decision that could affect impartiality.
• Use of BeeCharity’s property, information or opportunities for private benefit.

Openness is at the heart of this policy. Every board member is asked to declare their relevant interests when they join the board, and to review and update those declarations at least once a year and whenever their circumstances change. This creates a standing picture of the interests that could, in principle, give rise to a conflict.

In addition to this general declaration, any person involved in a particular matter must declare a relevant interest as soon as they become aware of it — ideally before the matter is discussed, and in any event before any decision is taken. The declaration should describe the nature of the interest clearly enough for others to understand its significance, though it need not always disclose confidential financial detail beyond what is necessary. A person who is unsure whether something needs to be declared should declare it and let the board decide how to treat it.

Declarations may be made in writing to the board or recorded at the start of a meeting. Where a conflict is declared at a meeting, it is noted in the minutes together with how it was handled. This discipline protects both the association and the individual: it demonstrates that the person acted honestly and that the decision was taken properly despite the conflict.

BeeCharity maintains a register of interests in which the declared interests of board members, and of others who regularly take part in decisions, are recorded. The register typically records the name and role of the person, the nature of each declared interest, any connected persons or organisations, and the date the interest was declared or last reviewed.

The register is kept up to date: entries are reviewed at least annually and amended whenever a new interest is declared or an existing interest changes or ends. Keeping a current register means that, when a decision arises, the board can quickly see whether anyone has a relevant interest, rather than relying on memory. Maintaining the register is overseen by the board, and any personal data it contains is handled in accordance with our Privacy Policy and Data Retention Policy.

We treat the register as an important governance record and are willing, in the interests of transparency, to make appropriate information from it available to those with a legitimate interest — for example funders or due-diligence partners assessing our governance — while respecting the privacy of the individuals concerned.

Once a conflict has been identified and declared, it must be managed so that it does not improperly influence the association’s decisions. The right way to manage a conflict depends on its seriousness, and the board will choose a proportionate approach in each case, always erring on the side of protecting BeeCharity’s integrity.

For many conflicts, the appropriate response is that the conflicted person takes no part in the relevant discussion or decision: they declare the interest, withdraw from that part of the meeting, and do not vote on or seek to influence the matter. For lesser conflicts, it may be enough for the interest to be declared and recorded while the person remains present, provided this does not undermine confidence in the decision. For more serious conflicts, additional steps may be needed, such as obtaining independent advice, referring the decision to the wider membership, or declining the opportunity that gives rise to the conflict altogether.

A conflicted person must never use their position to secure a benefit for themselves or a connected person, and must not put pressure, openly or subtly, on others involved in the decision. The overriding principle is that decisions are, and are seen to be, taken solely in the best interests of BeeCharity and its charitable purpose. How each significant conflict was managed is recorded, so that the propriety of the decision can be demonstrated afterwards.

Special care is needed where a conflict affects a decision of the board, because BeeCharity’s board currently has only two members and operates under joint signing authority, meaning that binding commitments require two authorised representatives signing together. Where one board member has a conflict in a particular matter, that member declares the interest and steps back from deciding it.

This creates a practical challenge that we address honestly: a single remaining board member cannot, on their own, both decide a matter and provide the joint authorisation that committing the association requires. In such cases the conflicted matter is not simply pushed through by the unconflicted member. Instead, depending on its nature and significance, we will defer the decision until it can be taken properly, refer it to the general meeting of members for determination, seek independent or professional advice to inform and legitimise the decision, or, where appropriate and permitted by our statutes, arrange for it to be considered by the membership rather than the conflicted board alone.

Where a decision is taken despite a declared conflict, the minutes record who was conflicted, that they withdrew from the discussion and decision, how the decision was nonetheless validly made, and the reasons it was considered to be in the best interests of the association. As the board grows beyond two members, these arrangements will become more straightforward, and this policy will be updated to reflect a larger board. In all cases, the joint signing authority remains a key safeguard, ensuring that no single person — conflicted or not — can bind BeeCharity alone.

Buying goods and services, and engaging suppliers or partners, is an area where conflicts of interest can easily arise, and we apply this policy rigorously to procurement. Decisions about who we buy from, or contract with, are made on the basis of what is best for the charity — considering quality, value and fit with our mission — and never to favour a board member, a connected person, or an organisation in which someone involved has an interest.

Where a board member or representative has any interest in a potential supplier or contractor, they must declare it and take no part in the selection or approval of that supplier. For significant purchases, we seek to compare options objectively and to document the reasons for our choice, so that the decision can be shown to have been made fairly. Contracts with connected parties are avoided where possible; where such a contract is genuinely in the charity’s interest, it must be transparently declared, decided without the conflicted person, and entered into on terms no more favourable than would be available at arm’s length.

Procurement decisions that commit the association are subject to our joint signing authority and to the financial controls set out in our Anti-Fraud, Bribery and Corruption Policy and our Donation and Refund Policy, which together ensure appropriate approval, documentation and segregation of duties. In this way, our approach to conflicts reinforces, and is reinforced by, our wider financial governance.

Gifts and hospitality offered to board members, volunteers or representatives can create a conflict of interest by placing the recipient under a sense of obligation, or by appearing to influence a decision, and they must therefore be treated with care. Modest, ordinary courtesies — such as a cup of coffee, a working lunch, or an inexpensive token of thanks — are generally acceptable and do not need to be declared. Anything beyond this should be approached with caution.

No one acting for BeeCharity may solicit gifts or hospitality for themselves, and no one may accept a gift, hospitality or other benefit that is intended, or could reasonably be seen, to influence a decision of the association — for example the award of a contract, the acceptance of a donation, or the terms of a partnership. Offers that are more than trivial should be declined politely, or, where declining would cause offence, accepted on behalf of the association and disclosed. Significant or unusual offers must be declared and, where appropriate, recorded, so that any potential conflict is visible.

This approach mirrors the standards in our Anti-Fraud, Bribery and Corruption Policy, which prohibits bribery and improper inducements, and in our Responsible Fundraising Policy, which ensures that support from donors and partners never buys influence over our decisions. Taken together, these policies ensure that BeeCharity’s choices are driven by its mission and not by private advantage.

We monitor the operation of this policy to ensure that conflicts of interest are genuinely being identified, declared and managed, rather than simply written about. This includes keeping the register of interests up to date, reviewing at each board meeting whether any conflicts arise in relation to the matters to be decided, and recording in the minutes how any declared conflict was handled.

The board periodically reviews the declarations made and the conflicts that have arisen, to check that this policy is being applied consistently and to identify any recurring situations that need a more systematic solution — for example a standing arrangement to handle a particular ongoing relationship. Where monitoring reveals that a conflict was not properly declared or managed, the board will consider why, put matters right so far as it can, and take steps to prevent a recurrence, including under our Complaints, Whistleblowing or Anti-Fraud policies where appropriate.

Information about how conflicts have been handled forms part of the governance picture we are willing to share with funders and due-diligence partners, demonstrating that BeeCharity takes the integrity of its decision-making seriously.

This policy was formally adopted by the board and is reviewed at least annually, or sooner if there is a relevant change in Swiss law, in recognised governance good practice, or in the size and composition of the board — in particular if additional members join, which would ease the practical constraints described in the Board Decisions chapter.

Any material change to this policy is approved under our joint signing authority, with two authorised representatives acting together. The version and status shown at the top of this page reflect its current standing as a policy formally adopted by the board, and we will update the version history when it is adopted or amended.

If you have any question about this policy, wish to declare an interest, or have a concern about how a conflict of interest has been handled, please contact us and we will be glad to help.

Governance and conflicts of interest: beecharity1@gmail.com

Complaints: beecharity1@gmail.com

Postal address: "bee Charity" Verein, c/o Jasmin Semra Gabrielli, Bahnhofstrasse 33, 8600 Dübendorf, Switzerland (please mark correspondence “For the attention of the Board”)