 And so, first, I wanted to thank you all for attending this call and for audience to learn more about conflict of interest policies. But before we go into this session, I would love it for you all to introduce yourself and how about we start with Martha. Thank you so much for having me. I'm really happy to be here. My name is Martha Lackritz-Piltier. I am an attorney based in the U.S. and I do focus on laws and regulations that apply primarily to non-profit and tax exempt organizations, different kinds of civil society organizations. Globally, though, my legal background is really in sort of the U.S. laws and regulations that apply to this entity type. Thank you, Martha. And Lynette. Thank you, Tamara. My name is Lynette Micheni. I work for TELSO and specifically the Regional Office in Nairobi, Kenya. I work with a bigger team on this program, and I'm glad to be here. Thank you. Thank you, Lynette. And Katherine, would you like to introduce yourself? Yes. My name is Katherine Kaganjo. I work at the Kenya Community Development Foundation, KCDF. I'm a team leader for organization on development and education. At KCDF, where basically our focus is on community development, really focusing on community-driven development as a philosophy. Thank you. Thank you, Katherine. And so let's begin with a very broad question. Why is a complex of interest policy important? And so we'll try and stay within the CSO lens. And, Martha, we'd love to hear from the U.S. perspective why is a complex of interest policy important for CSOs? Sure. So this is one of the sort of key tenants in the U.S. of what every nonprofit organization is expected to have. The IRS, the Internal Revenue Service that regulates nonprofit organizations, does actually ask on an annual basis on the tax returns whether or not organizations have adopted a policy and whether or not on an annual basis organizations are required to actually circulate that policy and collect disclosures from their board members. So from a legal perspective, it is considered quite seriously. Also at a state level, the state attorney generals who govern nonprofits look very closely at conflicts of interest policies. I will note that I would say that organizations beyond what is legally required also tend to take it very seriously within the sector and interpret it much more broadly than necessarily just what the law requires, which is an interesting real factor that plays out, which is to say that in the U.S. it is often focused on material financial conflicts. Whereas most nonprofit organizations in the U.S. are really looking at something broader, even though they might not be legally obligated to do so. There is a lot of concern, you know, with potential relationships that might make an organization look bad because of political positions held by organizations or individuals that may be affiliated with them, for example, or gifts that may come from companies or individuals who could pose a potential conflict of interest. So I would say that in practice it's treated even more broadly than what the law requires, which is to say just that both on the legal level and in the very practical day-to-day best practices level conflicts of interest policies are considered a really important way for organizations to understand and navigate not just the legal concerns that could arise from conflicts of interest, but also how that could affect their reputation and the sort of public confidence in them. Thank you. And Lynette and Catherine, in your experience and your perspective, why is the conflict of interest policy important? Okay, maybe I will go first and just say that in our setup conflict of interest has really become really more of trying to comply with their good practice. It's not necessarily like, it's an area of development and especially becoming now necessary for compliance and so many organizations will focus on really having conflict of interest policy to just ensure they are really complying with good practice. And then also it also has now become more of developing a culture of an organization. So how, what do you do and how do you practice and how do you ensure that as you engage with, whether at the organization level, staff level, at the board level, and also in your operations and the people you deal with externally. It has become very key and important to have a conflict of interest policy, especially in our environment where corruption is really almost acceptable or a way that people really do their business. So I think for us that's really the context at which conflict of interest really becomes an important issue and policy to develop. Yeah, thank you, Catherine. I really like that point of developing culture in an organization. Sometimes we tend to focus on requirements or checking boxes. But this is a really important point that you've made about setting the precedent for your organization and developing that culture. Thank you. Lynette, do you have anything else to add or should we move to the next question? We can go to the next portion tomorrow. Thank you. Okay, great. Thank you. And so the next question is, what are key things to include in a conflict of interest policy? And for this format, feel free to come off mute if you'd like to contribute or even share an example of your experience with your organization while developing a conflict of interest policy. Well, I can jump in and say, you know, I think this is the kind of thing where we need a lot of clarity as to how we define what a conflict is. I have seen this play out before in organizations where there's an assumption that everybody has the same understanding of what a conflict is and when it needs to be disclosed. But there's so much ambiguity in there. Like I said, even just between what the law requires and what is considered best practices, there are differences there and people are coming at it from very different perspectives. Particularly if you're looking at a board say there may be people who have only ever served on for profit boards and so don't really know how to think about it in the context of nonprofit organizations or vice versa. You know, depending on people's own background or experience or how they interpret that terminology could really impact whether they disclose conflicts, whether whether they would even consider them a conflict that requires disclosure. So I think a lot of clarity in what the terminology means is really useful, including even examples I think is helpful for a conflict of interest policy. The other thing I'll note is sometimes you have to address conflicts in different ways depending on different circumstances. And I'll give a solid example of that. So USAID, for example, the development US development agency, when they make grants to organizations anywhere in the world, they have very rigid conflict of interest requirements that go much beyond what say the US nonprofit sector is just generally subject to. And so organizations may have to carve out certain processes for for just for certain staff that are working on USAID funded projects and I and I think that this would apply in a lot of different development agencies or maybe even donors who have certain projects. When you're using our funds on certain projects we don't want you doing this or investing in this or doing certain actions. So there's also often a need to carve out whether there are stricter requirements that may be necessary under different circumstances or programs within the organization. Thank you, Martha. That was really helpful, especially providing that example. Lynette, Catherine. Any examples that you've had that you've come across during your work. Okay, when you talk about what are the key things to include in a conflict of interest, like has just been said by Martha that will the definition or even the purpose for which a conflict of interest is is policy is developed. I think it's important to, and that's why you talked about context as a CSO. The context could be different from that about say a corporate. So it's, I think it's important that you contextualize and explain the purpose. And then maybe other other things that one would include in a conflict of interest would be defining what are the areas areas in which conflicts may arise. And that basically would be, for example, say, persons and farm supplying goods and services. It could be competing. What are those competing issues or organizations that that you may you could be serving in that could create a conflict situation. Or relationships that you may have. Would it be, for example, family members or close friends to be good that you're able to define those areas. Other things maybe you may look at would be as an as a, as a, if you were in a situation of conflict, how would you recognize that. So, for example, if I'm a sitting board member and there is an opportunity for a consultancy, for example, how do I know that I that's conflict so having just clarity on that I think I think would be defining that so the nature of conflict as well. Maybe another area that could quickly talk about is to whom to disclose, you know, disclosure, who do disclose and it's almost like reporting requirements. So if there was a conflict, who would you report. And then who would determine that it's a conflict. So it needs to be very clear, who would then determine what is a conflict. Yeah, and maybe, maybe that's probably a few that I would mention there. Thank you. Thanks for that Catherine yeah and I from what we have observed is that because many nonprofits, especially in our context, most nonprofits are born out of a need to make a positive difference. Whether this is a family or a group of friends. And so because of the way in which most nonprofits begin. There is this sense of familiarity and we are family, we are friends and we trust each other. And I find that in most cases, people will not necessarily invest in a conflict of interest, if anything they'll just focus on the registration document so whether that's memorandum of articles or the Constitution, but the, there is no functionality really understanding what could be a parent conflicts or future conflicts. Then as the organization begins to grow and they start to attract, you know, new members who are not necessarily friends and family. Organizations are now forced to start thinking about these things. Also, sometimes when the donor community or they're targeting a certain financial support. Then they would tend to invest in that. But in all these cases, we have seen that a key component in a conflict of interest. But the foundation of a good conflict of interest policy would be a clear outlining of who does what and where. You know, because when board members and directors, or even staff members, when there's no clarity of roles or where roles are very fluid, you find them, it's very easy to find multiple cases of conflict of interest. The context of how nonprofits begin to reinforce the extent to which organizations are aware of a conflict of interest or not. But yeah, a key thing to include or a foundational thing for a conflict of policy then is do your board members know their roles or they were just invited and told, hey, we are registering an organization. Could you be our board member and they don't even know what that means in Delhi or even morally. Yeah, but that would be my contribution to that. Thank you. Yeah, maybe, maybe I could just add on that point that Lynette has stated is that as part of onboarding of board members. I mean that having that policy conflict policy of interest policies is very important that they also are aware that these these that requirement. And also because as people join boards, they need to know that I mean they have to have the choice to not accept the board. The responsibility of joining a board if they know they're going to lose if that's not an option for them. Yeah. Maybe I'll add to that as well because it's such an interesting point because what I've noticed is in the US really the law treats conflicts of interest as only being an issue with respect to board members and executives because they have the idea is. They have the kind of authority to make decisions that could change the direction of the organization or make a payment or not make a payment. So there's there's almost a gap in terms of in the US people think less about or you know day to day staff, potentially having conflicts of interest that need to be addressed which which I think is sometimes is missing in in the US sector. On the other hand, I don't see that as much outside of the US I often see a focus actually on staff who are out engaging in the field. And what are the conflicts that they may engage in that could lead to you know as Catherine mentioned corruption or bribery. There's a sort of day to day interactions that can exist even among someone who doesn't have sort of decision making power within an organization. So I think it's always interesting to keep in mind both of those dynamics and and I always recommend for organizations. If they're conflict of interest policy only applies to the board. There are when it should apply to staff and vice versa if a conflict of interest policy only applies to staff who are you know engaging in day to day programs. They should be adding some kind of requirement for directors as board members as well, you know as Lynette and Catherine were pointing out because it's equally important. And for very different reasons it plays out in different ways but I think that they both have an important role that everyone can be impacted by conflicts of interest. Thank you. And let's move to the next question. How broad should conflicts of interest be interpreted. Do they only cover financial interest, or are there other conflicts that could arise within a CSO that should be scrutinized. So I would love to hear from Catherine and Lynette just to repeat again, you know in the US the law really only looks at material financial interest but I would say that the sector actually considers it to be much broader which I think is is correct if you will I think it's more realistic I think that I would say that it's not only on financial interest. Of course that's that usually is like the first issue that we're talking about. Yes, although as I said I think the sector, more broadly in the US recognizes that and usually incorporates it into their policies. Okay, maybe I would say that it's not only on financial interests. Of course that that usually is like the first issue that would arise. But then, sometimes there's that borderline between conflict of interest. And because what happens is that as a result of, of the ways in which you can compromise yourself or use your power that then results to you. Engaging in a conflict of interest and for example, in our context, if you are to go and visit an organization that you have potential to fund. Maybe you're going to do what you would call an organization assessment. The typical thing is that when you arrive there, they may want to give you a gift, right. And the gift could be in our context it could be in the form of, I'll put it in the most basic way it could be a chicken. You probably will identify with this. And it's just maybe a token of appreciation. And in our context it is okay to be given a gift when you visit someone or live with what you'd call a basket. But then you have to know to say no in a polite way in a way that they understand you cannot accept that. And it's such that even if you left and never, or you did not accept or say that they cannot get the grant because they basically did not qualify. Then you don't feel obligated to do that because you left with a gift because those things tend to influence people's decision or create expectations. So I think that there's more than that because it could be depending on the situation you're in. Sometimes, other than financial interests, there could be a situation where conflict of interest then applies even when, as a board member, there are issues that are on the table that are being discussed. And because of the culture of the organization, people then declare before even the meeting starts around people go around and they're requested to declare that there's no conflict of interest. It's not because of the financial interest but because there could be issues that they could be of knowledge on or they could be part of. And so that's why I think it's more than just financial interest. It depends on the context in which the issue is being raised. Actually, I remember once we had gone for an organizational capacity assessment, and elders of this region were so touched by the kind of work we were proposing to partner with them. And they said, you know what, why don't you take this piece of land and do some projects. In Kenya, land is a big deal. Like, and this isn't the northern part of the country. And when they say land, it's large trucks of land. So just gives are a big issue in our sector in terms of conflict of interest. I also see a situation around data or privileged information. So you might find that you're either in a border working in an organization where you are accessing safe data of a whole county. You know, like some of these education programs or health programs, they, they have data around households, how many children, very in a lot of detailed data. And there are some situations where such data has been used, for example, during the political time. So again, if you can imagine now that's already a conflict of interest because you have used organizational information and perhaps even sold it for a personal gain. The other thing would be also opportunities. You can imagine in a situation where an organization of our scholarships, you know, to to children and I have a sibling whose daughter is actually, you know, viable for that scholarship and and all that. So in our case, financial is a big deal, but then there are also these other non financial areas that you'd have to look into. I can definitely relate with my experience in Lebanon on the gift giving. It's rude to say no. And a lot of people don't really see that as a potential conflict of interest. Or even as I think you had mentioned this before a couple of slides before how organizations are formed around, you know, the common interests of doing good. And sometimes the board consists of family members or friends. And so a lot of people like these people don't assume that, you know, they're there is a need for a conflict of interest because you're familiar with these people, they're your friends and everything. And so I've seen that a lot in Lebanon, whereas a group of friends that started an all profit together, or even the executive director being on the board, which could potentially cause a conflict of interest. Yeah, so definitely have seen that a lot in Lebanon. But thank you for sharing one and my stuff. I believe we've lost Catherine. Oh, she's back. And we can move to the next slide. Should a complex of interest policy apply to everyone in the organization, or only the board, or only executive staff, or all staff, does it apply to volunteer. I believe we've touched upon certain elements of this question, but it would be interesting to hear about all of your experience with this. If a lot of conflict of interest policies that you've seen. Do they apply to volunteers, or is it mostly board focus and executive staff focus. You know, I would say, I think that some kind of policy should apply to everyone who engages with the organization, including volunteers, how that what they need to do in response, I think, you know, would vary. So for example, as I mentioned earlier, you know, there is an expectation in the US that board members will annually disclose any conflicts in paper and it becomes a part of the annual meeting minutes. In very large organizations, it's totally impractical for, for every single staff member to annually disclose potential interests. I think it could, you know, in context is important, you know, as Catherine said earlier, right. So I think, I think that, you know, one way to address this is maybe there's a conflict of interest policy that everyone should be aware of. But maybe certain people have to take more steps than others to demonstrate their compliance depending on their level of authority or who they're engaging with or what program they're working on. And also something like a code of ethics or a code of contact is another place where you can talk about the importance of understanding that the way that conflicts can potentially impact our judgment. So understanding those, those facts and rules around things like bribery and corruption and conflict and and how they interact and how one maybe sort of unwittingly influenced in certain circumstances I think everyone should have that basic awareness. But as I said, in terms of whether there needs to be documents filed demonstrating that disclosures were made, I think that that that really depends on the size of the organization, the level of engagement and the level of authority of the of the individuals. Thank you, Martha. Yeah, maybe I could just add to what Martha has said, and let me just emphasize that it has to go beyond paper. Just do people understand, is it a practice? And more so because, you know, you should also just be aware, as an employee or as a person who engages in an organization, how do you even in your conscience, know that something in in front of you can create a conflict. So, and that's why the question that should a conflict of interest apply to everyone in the organization. Yes, it should. But the more important is, is it's not about signing a paper, but also understanding what the policy is, because you can when a new employee comes, you can automatically give them, here it is signed, I need a job, I'll just sign, get, you know, and then move on. A board member will do the same, but it says how often do you create that awareness of what the what the policy says. How is it? How do you leave it every day? I'll give an example. We, we sometimes you may have a board member who in the line of work, they are in a, in a supply of our service. Then when you ask for a quotation for a service, they actually should, and they are part of signing for that quotation, they should actually know who is the client. This client may be the organization where you're serving on the board. And then that board member should be able to say, No, we cannot bid for that, for that quotation, because they feel they will be conflicted when they have to, for example, follow up on that quotation. The question, they are aware and are conscious that by engaging or even allowing for a quotation from the organization to go to your organization that they serve is actually a conflict. It puts them in an awkward place. So I'm just saying that everyone should actually really be aware and apply that in the organization. But for think it's really more about just the practice, even your own conscience. So is that something that you resonate with? Yeah. Thank you, Catherine. I really like that point of how conflicts of interest should go beyond paper. I think that's a very important point to make. And just to follow up on that and I'll pose it to the larger group. Is there any advice that you would give to organizations in order to implement this culture of conflicts of interest going beyond paper, whether it's trainings or workshops? Yeah, I would love to hear if any of you guys have advice for organizations. Maybe I could go first by saying that you will of course do the paperwork, which is probably a requirement, right? But then in your annual learning forums, it's good to have probably develop a time when the organization goes through certain policies and just reminding people about very key and important practices that you need the organization or people in the organization to always reflect on. And then also just ensuring that there are constant reminders on just the conflict of interest to especially it could be departmental sessions, it could be even just as you, for example, I've seen a practice where when you begin to review like proposals for consultancy, people actually should be able to first declare that they do not know what they will declare and they're aware that they you're going to through this process and you need to declare the conflict of interest before you engage in that process. But people sort of continue to have that in their mind that it's important that I declare if I know anyone or in this process, I need to know that there are certain things that I must be able to declare. I think it's a practice then that helps to continue to remember what your role is in the policy. Thank you. Well, and again, I also want to agree with everyone else that Catherine's point about taking it beyond the paper and having people understand it is so critical. And I particularly like Catherine's point about people sort of looking within to see that they understand it and how to apply it. And, you know, by way of example, at TechSoup, where I'm general counsel, one of the big things that we do is we try to connect compliance with the organization so that it's not about we have to do this because this is what the law says but it's about what are our values what do we care about what do we believe is ethical behavior, how do we want to behave as individuals and as an organization and how does that connect with sort of compliance and conflict of interest is a kind of compliance right and so it is sort of an examination of this isn't just about I need to do this because this is what is required under this grant or under a certain law. But because if you think about it, it's not fair necessarily for you know, my child to get a job. Just because they're my child right or I think using that sort of common sense kind of like is this fair from sort of an ethical perspective is to have people think about it that way it allows them to come to that judgment on their own without having to think is this a conflict or not I don't know I should go review the policy and see it becomes a little bit more natural and part of the values and ethos of the organization and I think that's hard to do but I just want to reiterate how important that is in implementing these policies. Thank you, Martha. I guess we'll move to the next slide. What are the most common types of conflicts of interest that arise in CSO. I think we have indirectly spoken into this Tamara in the sense that you know they could be financial or non financial. They could be from a place of an individual benefiting at the expense of the organization. Yeah, and for me I would still go back into geese and the monetary part and also you know the power relations that come with development work. You know, you can imagine if when you do a humanitarian act like feeding the hungry. The bar relation there is really high because they, they will look at you as the person who fed them. Now, how do you protect that that space so that you know, you do not take advantage of them just because they have credit that kind of power to you. So it's a very nuanced place. And it also calls for individual value system, moral awareness and all that, but that's our response to this. Thank you. Catherine, Martha, any points to add. Maybe I could just add that in our setup, one conflict would also arise in where you use the organization's time. Personal, maybe equipment applies to for your own interest. Maybe also, as Lynette has said, we're a board member would then benefit from their service, providing a service to an organization, which, which, which then puts people in an awkward situation and they're not really able to say no to other organizations would be, you know, while one may think that when you do part time in, in the, in the part time or temporal employment, an organization where there's a potential for KCDF or an organization for that matter to have an appointment to such that you probably have the same kind of interest, but then you're actually serving in, in another organization that is maybe to say a competitor. Just being aware about those kind of things, I think is important for one to think about that are potential for conflict. Yes, maybe that's what I would say. Thank you Catherine. Just add, I think the probably the most common ones for me are in our in our normally very harmless if you will, but they're still very, very common is, you know, when an executive officer is paid. So, or director is paid, which is, which is fine or, you know, a staff member serves on the board so serves both as a board member and a paid staff member, which is perfectly legal in most places in some places it isn't but it's less common in terms of directors are often not paid just for being directors but it's not uncommon for say an executive director to also be on the board or be on a board committee. I think the other situation I see often is very small new organizations that may maybe the founder gives wants to give a startup loan to make sure that the organization is able to hit the ground running so you know sort of question of how does that need to be documented how do you ensure that that the founder who is often also a director and often also the president is is not necessarily gaining an advantage and you know an unfair advantage from the organization so a lot of those very practical how do I start up and fund an organization how do I pay its its leaders when the organization is is very small and is made up of maybe two or three people at the start anyway where necessarily everyone plays some important role. And all and all of those there are there are easy mechanisms to address them and document them because they are so common. Thank you Martha. And our next. Maybe Tamara, I could just add. I mean, a one that I think we had mentioned earlier and especially is where this potential for being given a gift that is of high value or really unreasonable and you accept it and that I mean is really potential for conflict, especially when it comes from an organization that is expecting to maybe benefit from a grant or potential service from your organization. I think that would also be a common thing in our sector. Yeah. Definitely. Thank you Catherine. I have just six frequently asked questions, and I was thinking we can go through them as round robin so I'll ask the question and if anyone wants to chime in and answer it. Feel free to. So the first question is it a conflict to pay board members. Okay, maybe I could say that as a nonprofit board members serve on voluntary basis. So, our practice is that we provide, we could cover expenses, but but no, no, no payment is made in terms of their time. The practice of the expectation is that they are joining a voluntary board and that they are willing to give of their time as part of their service. Thank you. And I'll add this is this is something that's very universal agree with Catherine and really in I haven't seen a country where it's common for board members to be paid more than a very nominal some if anything as sort of a very small stipend and even that is unusual it is typically just reimbursement of expenses. I will add, you know, for in you under us law you are allowed to do so but it is somewhat frowned upon. And so I think it's relatively, it is relatively uncommon. Thank you, Martha. So is it a conflict to hire someone who is related to a staff person or board member. We see this a lot in Lebanon. And I think I'd like to say because this is a the phrasing of these questions is is it a conflict right and I think one thing that's important to note is conflicts exists everywhere all the time they're not all bad though right so absolutely yes it is a conflict but is it a bad conflict not necessary not if it isn't address not if it is addressed appropriately right and so, you know, it is a potential conflict of interest, which means that it should be addressed and disclosed in some way for the people who are managing or serving and then essentially, you know, that person cannot be treated any differently than the other person that's applying for the same role. And so, you know, I think some organizations actually have a policy against it but, you know, and a lot of times are very small organizations that's the best way or even large organizations you know you may have somebody who's because they care about the mission because they're related to someone in the organization they may actually say I'm happy to work, you know, half of the cost doesn't really care about this and because of my existing relationship or I'm willing to be a volunteer for some time and, and so I think there's a recognition that sometimes if it actually benefits the organization more than the individual then that's not something that should necessarily be ignored but but it. But as long as that person is not receiving any kind of preferential treatment in any way compared to any other person who's looking at the same role but very curious to hear sort of Lynette and Catherine six responses to this as well. I think I would say that Martha, that it's, it's quite similar to that, but the only thing, I think sometimes you may want to even discourage discourage it by just being very clear that. People say it's it can disadvantage other, but the moment that you allow it, it, it can get out of hand. So I think it comes from organization to organization and really the thing is probably should be discouraged as much as possible but disclosure is important. And you should cannot sit through any process that then that person will go through in any way but remember again, there's this influence and influence can be even in the mindset where people then fail to be objective and that's why I think you probably just really want to be very clear and everybody needs to know that. You know, disclosure, then that's once you've, once you've jumped over that then the next thing is, how did you treat that person. Yeah, just like Martha said that there's no special treatment, but it's it can get really sticky, I think. So a point to add for this specific case is very important to be transparent with the hiring process of that specific individual just to, you know, for it not to snowball into a bigger issue. As Catherine mentioned, it is quite tricky. The other thing that I'll add that Catherine maybe think of also is the fact that it could be perfectly fair, it could even be in the advantage of the organization, but the optics could look bad. So, you know, which I, which I think is a good point that I, you know, it could be somebody who's working at a fraction of the price. But not everybody knows that right and so within the organization with outside of the organization, if all of a sudden they see that there are a bunch of family members on hire it's not going to look good and that's something you sort of have to battle and I think the appearance of a conflict is sometimes be as powerful as an actual conflict and so knowing the optics of a situation. And I guess Catherine said that's just a reason in and of itself to maybe not encourage it, because it's not going to look good and I can give you an example of I've you know, served at organizations where people just happen to have the same last name and, you know, third parties who have grievances against the organization will say, this organization is nepotistic and it's like actually not related. They happen to have the same last name right so even in that situation, you can see how it can sort of hurt an organization even though they're there truly is no conflict. Yeah. So let's move to the next question, is it a conflict to serve on the board of more than one CSO. Interesting have a quick one for that. I think the CSO is not, I think we must admit that in our sector that we do have competition right in that there are things that two organizations can actually be doing similar work. And you, you actually kind of like fundraise from the same sources, and you have information that would create an awkward situation and you use that information from another organization to your advantage. I think it's important that someone should really not accept. And I mean, just be aware that that would create conflict. And even as you're engaging board member. And this closed everywhere they serve as a board member and, and just being bold enough to not accept that path on because things which tend to get desperate to put board members but we have all the information and sufficient enough to make us know that somebody coming in has a conflict and again it's it's really difficult to remove someone from the board once they're in. So I think it's just to avoid that awkward situation that that not just getting them on. Thank you Catherine. I just wanted to add to what Catherine was saying and it's even harder if this board member brings in resources to the number of hits. I feel like that kind of interest when it comes to resources. Yeah, yeah. So, in Kenya, legally, I don't know whether the duty of loyalty is captured, like where you could be sued for, you know, but I would. I would say it's a conflict of interest to be more than once you saw in your duty of loyalty is compromised. One organization over the other. Yeah. Thank you. We can move to the next question. So do conflicts of interest vary between types of organization or by region. Yeah, maybe, yeah, maybe quick, maybe a quick one from me I would say that conflict of interest is contextual, I think, and may vary from region to region. Like Martha said in the US, it's a law, and there are sort of strict guideline in another region, it may just be a good practice. And so the others will take it on and not take it on. Yes. So maybe, maybe I think it's really contextual, but it's becoming more of a best practice and even our expectation from, from as part of due diligence. Yeah. So I think that's what I would say. Martha, I'm curious in the US, does it, does it vary by type of organization or is it just like all types of organization and companies. Yeah, I would say it varies in the sense that it. Yeah, again, I'm going to agree with Catherine context, right? I think that when you look at the types of organizations to different organizations. So a great example is again someone serving on multiple boards. It's 1 thing to serve on the boards of, you know, 2 housing rights organizations that are both trying to get funding from the federal government, right? They're you're potentially getting confidential information. They're related organizations are both seeking the same kind of grants versus serving on 2 boards where 1 is sort of animal rights advocates and the other is, you know, housing rights organization. I think that that doesn't present the same kind of conflict because the entities are different. I also think, you know, organizations may an organization that is engaged in a lot of advocacy work may take much more seriously concerns around conflicts that represent political interests, because that could, that could harm kind of their overall vision or could could make them vulnerable, right? So I think there are a million different variations based on the type of the organization, the funding it seeks, the activities it's engaged in. So I think that the regional differences in that, even within the United States, each state is governed by a different state nonprofit code, right? And so they're largely very similar, but there are differences in between them that that very based on where an organization is incorporated. And so and obviously that that that similar dynamic plays out between different countries globally and how they look at conflicts of interest within their own laws, as well as within just their best practices and within the sector and how the sector tends to act within a certain region. Thank you, Martha. I think let's move to the next question as we've gone slightly a bit over time. So are there local or international laws or regulations that describe or govern conflicts of interest? I guess I'll just reiterate what I said earlier. There are, you know, there are certain laws. I think there is a big there. It's always important to look at the law and what is best practices, because as I said, they're not always the same. I tend to find best practices considers conflicts to be much broader. But in terms of, you know, certainly within the United States, as I said, each state has its own laws and then there's there's a federal law that applies. There are some international provisions that guide within sort of anti bribery and anti money laundering laws that look at the impact of conflicts of interest to the extent that they might lead to potential bribery or money laundering, which apply generally to, you know, you and regulations or large swaths of countries within the world. So they're quite global. Beyond that, again, I think it would be interesting to hear from Catherine and Lynette in particular, since Catherine, you made the comment about there being not as many laws, particularly about conflicts of interest, but something that's really a trend, a growing trend within the sector itself. Yeah, I mean, I think what I could say is that conflict of interest comes in different forms. I'll give you an example and maybe Lynette can help me here is that, for example, in Kenya, one of the things that civil servants are required to do is declare their wealth, right. So there's a wealthy clinician form and then the thing is, part of that is part of the process where you can be able to see where people other people have been engaged in issues of conflict of interest where probably they've benefited from say a certain situation. And with that, then it sort of helps people to know that there's certain things I can do and cannot do, but then I'm not really aware about a regulation in Kenya that specifically talks about conflict of interest. And that's why it's for us, it's more of a good practice. And a lot of times it comes from because many organizations and people who want to appear to be doing proper relationship and engagement wants to see you having certain certain regulations and law and rules that govern the operation. So, and that's why if you're getting funding from, from an even up some private sector organization they want to see what are your practices that ensure that you, you are transparent in how you operate that this conflict of interest policies and certain policies in place. And because it's really about good practice that is really governing most most organizations in the civil society organizations in our, in our, in our space. And because you have the need for compliance. So you could have a policy on paper, but is it a practice. And I think that's what I would say. And, and because of that, many organizations continue to try and enhance your governance by ensuring that these documents are in place, beginning to have a practice by, by educating our training staff on conflict by training the board on conflict, ensuring that these are things practices that that then govern how you operate and how you operationalize your, the policies that you have. I think that's what I would say maybe Lynette, do you have anything to add. I totally am in alignment with what you're saying. And also, so like I'll give an example of Kenyan even Uganda, you find that there are different types of legal identities for organizations. So there's the non governmental organization, which has a totally different government body that legislates for them. It's called the NGO board. Yeah. And then there is another identity that is foundations and trusts. And then there is also a famous one is where companies are registered as limited by guarantee. But they are exclusively non profit. So you find even within one country, non profits then are operating at a very different level of identity. And so in terms of international law, what I have seen as the practice for many funders is when they fund you, their grant agreement binds you to the law of their country. So if you get a fund from the American Foundation, you will notice that in the grant agreement, they give a clause that should there be, you know, an anomaly or a legal that this would be treated under the American law or under whichever law. So I think that's how then the funding community has decided to to deal with the different legal conditions in the different countries there are. Yes. So like now that the company is limited by guarantee, which upon unprofit to find a lot of families then tend to form this non profits. And sometimes they will just flaunt, you know, they'll just ignore those rules until they're required, say by a funder. So it's a complex, there's no easy answer to this. It's a bit complex and messy in the way the laws are so different, but the funders then would tend to use the law of their country. Yeah. Thank you. And so this is the final question. And so what happens if we discover a conflict of interest after a transaction or other event has already occurred. I, you know, I was glad that Catherine brought this up earlier just when she talked about the procedure to follow that needs to be an important part of a conflict of interest policy, which is, which is absolutely true. I think this is critical so that you're not having to figure out what to do once the conflict has already arisen then there's there's already sort of a lack of objectivity and putting together that process the process should already be in place. So every conflict of policy should really have detail like, how does this work at what point does it need to be disclosed by whom. And then, you know, two different situations. It's it's, if it was disclosed, then how is it addressed by the board or by a committee or who is the one that actually reviews those so it's more than just somebody filing a paper and then no one looking at it right. And then there's another situation is what happens if a conflict is discovered that wasn't disclosed and there has to be some, you know, sort of investigation, which is strong word I think in many cases it's because someone maybe didn't realize that it needed to be disclosed right, but it still requires looking into kind of the facts of did this pose a problem, what do we need to do to make to sort of make it right. And, and I think make it right maybe just reviewing it after the fact and noting noting that you know no no harm was had, or no injustice was was carried out as a result, or it may be actually taking steps to undo something that had already happened. You know, one thing I'll note that is a key part of the US laws and state laws around conflict of interest that apply to nonprofit organizations is they all require that they have these decisions have to be made prior to a transaction occurring. So there are certain steps that can be taken once it's already happened because that's inevitable. But there's really, there's a lot of emphasis placed on discussing and addressing them in written format. Before you enter into a transaction in which a conflict is at play so to the extent that that's possible it's something that should always be clearly documented in advance that the board has to prove it in advance for example. But in reality, this will, you know, not is not always the case and a policy should really be clear and in sort of how to what steps to take and and also how to potentially communicate externally with the decisions that were made so that an organization keeps its reputation intact frankly maybe it did make a mistake and that's okay. So own up to it and try to make it right don't try to cover it up as with all things that's never going to do anyone any good. So yeah I think having a process in defined in advance that you can rely on to pursue it objectively, and then just sort of owning up to the mistake and taking all the steps you can to to rectify. Thank you, Martha. And just to add to that is that I think if it's very clear. The procedure for disclosure are clear and well communicated and I mean, if people do understand, then really then failure to disclose a potential conflict of interest, then amounts to misconduct. I mean, the thing is, I think the issue here is how do you remain consistent that people don't feel that it applies to others but not to the others and therefore it's it's what what are those procedures then that you need to put in place to ensure that that people are reminded to declare, because then it really if to be consistent, then if it has happened then, then there's really amounts to misconduct and so then what is the next course of action, your policy needs to be very clear about what is the next course of action if you never declared. And, and, and because of that, I'll give an example. And I think I said this earlier. And it's just about practice. Can we put in place tools that help us when you are going through a process. People are able to declare that I have no conflict of interest in this matter. And then you somebody is actually reminded at that point in time, this what the policies say, then you can then argue at that point is, am I getting into a situation which will be has potential for conflict of interest. So it's, it then you then avoid that but how then do you remain consistent if then you're kind of weighing whether is it a conflict if you do that. So I think it's, it would then really create a bad situation in an organization. The unfortunate thing is that you need to be to take a hard stand on a situation, but again, it's contextual, but the worst thing is, when you're not consistent, then people don't take it seriously. Thank you Catherine. Lynette anything to add. I think this really speaks to even the way the step framework is designed. Because if you look at the questions in the step framework is the question around do you have a policy. Or a process. And this is an invitation for us as organizations, as in the due diligence side of things that having a policy is just the beginning of the journey. And in between there, there are no operational tools that Kathy is talking about that is consistency. Then you will find that there is that it's not being applied or I think that too as it should. For now, in that step we are also working to provide us as many templates as possible for nonprofits in the sense that if you have a policy, what kind of tools would you have how do they look. And you can give a sample of that so that the organization can look at it and say, you know what you can adopt this for ourselves and all that. So from policy, between policy and practice, we need operational tools, and that's what investing for every non profit. Yeah. Thank you. And with that, I'd like to thank you for attending call. All of your insight was incredibly helpful. And I'm sure that our step community on the resource portal will find this very helpful.