Consortium Board Code of Conduct and managing Conflicts of Interest 1

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1 Consortium Board Code of Conduct and managing Conflicts of Interest 1 1 As adopted by the Consortium Board at its Nineteenth meeting (CB/B19/DP09)

2 CGIAR Consortium Board Code of Conduct and Conflict of Interest Form INTRODUCTION What is the purpose of this Form? A key element of protecting the integrity and reputation of the CGIAR Consortium as a whole is ensuring that its decision-making processes are not affected by conflicts of interest or divided loyalties. This Form is one of the tools used by the CGIAR Consortium to set out the shared principles by which the Consortium Board will operate, and as relevant, identify and address actual or perceived conflicts of interest. Who must complete this Form? All Consortium Board members, Committee members, members of any Board-appointed advisory groups, and all Center participants in Consortium Board deliberations (together, Consortium Board Officials ) must complete this Form. How will my Form be used? Consortium Board Officials are required to continuously adhere to the Code of Conduct set out in part A of this Form. In addition, the Consortium s General Counsel will maintain conflict of interest information disclosed in part B of this Form in confidence, on behalf of the Consortium Board Chair. How will my Form be evaluated? If the Consortium s General Counsel identifies a material actual or perceived conflict of interest based on your disclosure, the General Counsel will contact you to discuss the matter and identify perceived ways for resolving the conflict, seeking guidance from the Internal Audit Unit (IAU) when appropriate to do so having regard to the mandate of the IAU. When necessary, the Consortium s General Counsel would raise the issue with the Consortium Board Chair, who may in turn feel it necessary to raise the issue with the Consortium Board under appropriate confidentiality restrictions. In the event that a matter involves consideration of an actual or perceived conflict of interest of the Board Chair, the same process will be followed except that the General Counsel may raise the issue to the Board Vice-Chair in place of the Board Chair. What is a conflict of interest? Generally, a conflict of interest is a situation in which a Consortium Board Official has a competing professional or personal financial or other interest that could have a real or perceived effect on that person s ability to fulfill his/her responsibilities in the best interests of the CGIAR Consortium as a whole. Consortium Board, Code of Conduct and Conflict of Interest Form Page 2 of 7

3 Conflicts can create the perception in others that a Consortium Board Official s judgment is biased. As such, conflicts can compromise or undermine the trust that donors, partners and the public places in the Consortium Board and therefore the CGIAR Consortium as a whole. The disclosure of actual or perceived conflicts of interests enables these conflicts to be managed through a variety of pragmatic mitigation measures. In many cases, a person with an actual or perceived conflict of interest may still participate in deliberations, although they will be requested to recuse themselves from decision making on the topic. In other cases, the resolution of the conflict may require that the person recuse themselves from the discussions. What must I declare through this Form? Part B of this Form is designed to identify both actual and perceived conflicts of interest and other ethics-related issues. If you are unsure whether to disclose a particular situation in your Form, please err on the side of over-inclusiveness. How often should I complete this Form? Proposed Consortium Board members, Committee members, members of any Consortium Board advisory group, and Center participants at Consortium Board meetings, are requested to complete this Form before their formal appointment. Once you have submitted this Form for the first time, you are required to update it: 1. Annually, in January of each new year; and 2. At any other time during the year if you have a change to your financial or professional situation that creates a financial interest that must be disclosed. Such a change may, for example, include beginning a new role or consultancy with an organization involved with CGIAR Consortium activities and/or programs; or 3. Your current employer develops a financial relationship with the CGIAR Consortium, such as by becoming an implementer of CRPs or a provider of goods or services to the CGIAR Consortium in another way. 26 Consortium Board, Code of Conduct and Conflict of Interest Form Page 3 of 7

4 CGIAR Consortium Board Code of Conduct and Conflict of Interest Form DECLARATION Part A. Consortium Board Code of Conduct In my capacity as a Consortium Board Official 2, I, acknowledge and agree that I will abide by the following minimum standards in regard to my participation with the Consortium Board: 1. Conduct myself with integrity, am fair and honest in my dealings and treat others with dignity Integrity for me means doing the right thing and behaving properly. Dignity for me means that I treat everyone with respect as a person, regardless of individual difference. I aim to work as a team and to promote cohesiveness and loyalty amongst the Consortium Board and the CGIAR Consortium as a whole. 2. Do not place myself in situations which result in divided loyalties I agree that divided loyalties arise: When my private or professional interests conflict directly or indirectly with my obligations of transparency to Consortium Board. When I receive benefits (such as gifts or entertainment) from a person doing or seeking to do business with an entity within the CGIAR Consortium that could be seen as creating an obligation to someone to act in a manner that could be seen as inconsistent with the purposes of the CGIAR Consortium as a whole and/or decisions by the Consortium Board. I take instructions from another person that will place me in direct contradiction with the objectives of the CGIAR Consortium as a whole and/or the Consortium Board. I act in a manner that may cause others to question my loyalty to the CGIAR Consortium as a whole. 2 For the purposes of this Form, a Consortium Board Official includes the following persons: Consortium Board Members, including ex-officio members Members of the Committees and sub-committees of the Consortium Board Members of any advisory groups appointed by the Consortium Board Center participants in the Consortium Board Consortium Board, Code of Conduct and Conflict of Interest Form Page 4 of 7

5 3. Ensure full transparency in any personal remuneration arrangements that may result in actual or perceived conflicts of interest I recognize the importance of making full disclosure of situations of actual or perceived conflicts of interest to facilitate management of any conflicts by the Consortium Board in an appropriate way. I agree to adhere to the requirement to make full and routine disclosure of any actual or perceived conflict of interest. 4. Use Consortium Board assets (including funds, equipment and/or information) responsibly and in the best interests of the CGIAR Consortium as a whole. I agree that: I will respect the nature of Consortium Board and Committee information, and use such information for its intended purposes. Should I be a participant in such sessions, I will respect the nature of in-camera Consortium Board deliberations and will not disclose confidential information from those deliberations without authorization from the Board Chair. I will not offer any gift, entertainment or other benefit using Consortium Board resources to any person involved in the work of the CGIAR Consortium that could be reasonably interpreted as intending to influence the recipient in any way at all. In the event that I use Consortium Board resources to offer an appropriate gift, entertainment or other benefit, I will ensure that it of nominal value and respects the culture of the intended recipient. 5. Be responsible for my actions and accountable to the Consortium Board and accept the arising responsibilities. I take responsibility for: Attending and being well prepared for Board and/or Committee meetings; Ensuring the Consortium Board s s good name and its role as Board for the CGIAR Consortium as a whole; Informing the Consortium s General Counsel of any possible conflicts of interest as soon as possible; Being proactive in seeking to achieve the objectives assigned to myself as a CGIAR Consortium Official and to the Consortium Board as a whole; The way in which the Consortium Board achieves its objectives; The attitude the Consortium Board adopts in achieving those objectives; Honestly and fully reporting the results of our collective actions. Consortium Board, Code of Conduct and Conflict of Interest Form Page 5 of 7

6 Part B. Declaration of Actual or Perceived Conflicts of Interest 1. Do you, or any of your immediate family members 3, have currently, or have had in the past three years, any financial interest in the work of the CGIAR Consortium? Yes No If you have responded yes, please give details in the box below sufficient for the Consortium s General Counsel to evaluate the situation, including, but not limited to, the following: a. If the financial interest relates to a role held at an organization, please list the name of the organization; the role held at the organization (such as employee, consultant, or Board member); the type work performed in the role; the proportion of your professional time that you are engaged in the role; and the dates during which the role is/was held. b. If the financial interest relates to an ownership interest, please describe the nature and amount of the interest owned, the duration for which the interest has been held, and any other relevant information. (Please attach a separate page if the space is not sufficient) 3 For the purposes of this Form immediate family members are: (i) your spouse or domestic partner; (ii) your children; and (iii) your parents. Consortium Board, Code of Conduct and Conflict of Interest Form Page 6 of 7

7 2. Is there anything else that could affect your objectivity or independence in the performance of your work with the Consortium Board or its Committee, or in your opinion, the perception by others of your objectivity and independence? Yes No If you have responded yes, please give details in the box below sufficient for the Consortium s General Counsel to evaluate the situation. (Please attach a separate page if the space is not sufficient) Signed: Printed Name: Dated: Consortium Board, Code of Conduct and Conflict of Interest Form Page 7 of 7