Conflict of Interest Policy

1.1. This Policy defines how NGO “HandS Lab” (full registered name: NON-GOVERNMENTAL ORGANIZATION “Human & Synthetic Lab”), EDRPOU code 46189265, registered office: Ukraine, 03035, Kyiv, 13 Vasylia Mytropolyta Lypkivskoho Street, email: [email protected] (the “Organization”) identifies and discloses conflicts of interest and manages them.

1.2. The purpose of the Policy is that the Organization’s decisions, research, publications, and use of property and funds are made in the interest of the statutory purpose and not in the personal, financial, or other interests of individuals. This matters especially for the Organization because it is non-profit, and part of its technical and product work may be performed by external operators and partners.

1.3. The Policy is based on the statute of the Organization, the Law of Ukraine “On Civic Associations”, and the requirements of legislation for non-profit organizations. In case of conflict between the Policy and the statute, the statute applies.

1.4. The Policy is approved by the body of the Organization whose competence under the statute includes approval of internal documents (the “Authorized Body”).

2.1. The Policy applies to persons who may influence the Organization’s decisions, research, or use of resources (“Covered Persons”): members of the Organization; members of governing and supervisory bodies and the head; employees; contractors and consultants; experts and researchers who work with the Organization; and persons who take part in the Organization’s pilots and publications on its behalf.

2.2. The Policy also applies to the Organization’s dealings with partners, grant-makers, donors, and external operators where a Covered Person has an interest through them.

3.1. A conflict of interest is a situation in which the personal, financial, or other interests of a Covered Person or persons connected to them influence or may influence the objectivity and impartiality of their decisions or actions in the Organization.

3.2. A conflict may be actual (the interest already influences a decision), potential (the interest may influence a decision if a certain decision arises), or perceived (an outside observer may reasonably assume such influence). The Policy applies to all three.

3.3. Connected persons are the Covered Person’s close persons (as understood in legislation) and organizations and sole proprietors in which the Covered Person or their close persons have a significant interest, a position, or influence.

4.1. Contracts and payments. A contract, procurement, or payment in which the Organization pays a Covered Person or a connected person, including where technical or product work is performed by a sole proprietor or a company connected to the head, a founder, or a member of a body.

4.2. Research and conclusions. Evaluation of project results by a person who has a commercial, financial, or reputational interest in that project; influence by a grant-maker, donor, or partner on methods, conclusions, or publication; pressure to obtain a favorable result.

4.3. Rights to results. Situations in which a person claims personal property rights to developments, data, or materials created within the Organization’s activity.

4.4. Staffing and selection decisions. Hiring, engaging contractors, selecting experts or program participants where a close person or a person with a financial link is involved.

4.5. Gifts and hospitality. Receiving valuables, services, or benefits from persons who have or seek decisions from the Organization.

4.6. Outside activity. Work or participation in another organization that competes with the Organization, is its counterparty, or funds it.

4.7. Use of information. Use of the Organization’s undisclosed information, participants’ data, or partners’ data for personal gain or the gain of connected persons.

5.1. Disclose the interest. A Covered Person notifies in writing of an actual or possible conflict of interest: on starting work or joining (an initial declaration in the form of Annex 1), annually (an update of the declaration), and each time an interest arises in a specific matter (a notice in the form of Annex 2), before the matter is considered and no later than five business days after the person becomes aware of it.

5.2. Abstain from participation. A person who has an interest in a matter does not take part in discussing it, voting, or making the decision, does not influence it through other persons, and does not receive closed information about it, unless the Authorized Body decides otherwise.

5.3. Do not use one’s position. Do not use the position, powers, property, information, or reputation of the Organization for personal gain or the gain of connected persons.

5.4. Report observations. Report known cases of undisclosed conflict of interest through the channel stated in Section 10.

5.5. Gifts. Do not accept gifts, services, and benefits that may affect the objectivity of decisions or create such an impression. Gifts of symbolic value that are an ordinary courtesy are allowed; others must be reported under Section 6.

6.1. Disclosures are reviewed by the person or body that will decide the relevant matter and, if that body or its member has the interest, by the Authorized Body without the participation of the interested persons. If the head of the Organization has the interest, the disclosure is reviewed by the general meeting or another body determined by the statute.

6.2. The review results in one of these decisions: (a) there is no conflict of interest; (b) the conflict can be controlled by the measures in clause 6.3; (c) the action or transaction in this form is not allowed.

6.3. Measures to manage a conflict may include: removing the person from discussion and voting; passing the decision to another person or body; independent review of conclusions or calculations; restricting access to information; changing the terms of the transaction; a competitive selection procedure; public disclosure of the interest; and declining the transaction or the gift.

6.4. The decision is made in writing with the reasons and measures stated and is kept in the register of interests. The person who disclosed the interest is informed of the decision.

7.1. A transaction in which the Organization buys goods, services, or works from a Covered Person or a connected person is allowed only on these conditions: the interest was disclosed before it was concluded; the decision is made by persons who have no interest; the terms are in line with ordinary market terms or the reason for a different level is stated; and the terms, subject, price, and procedure for accepting results are recorded in writing.

7.2. For transactions with persons connected to the head or a founder, enhanced measures apply: the decision is made by a body without their participation and, where needed, on the basis of a comparison with alternative offers.

7.3. The Organization’s funds and property are not used for the benefit of founders, members, employees, members of bodies, or connected persons in a way that conflicts with the requirements of legislation for non-profit organizations and the statute. Payment for work performed or services provided on market terms is not considered such use, provided this section is followed.

7.4. The Organization discloses information about transactions with connected persons and their terms to the extent required by legislation and the statute.

8.1. A person does not evaluate or review the results of a project in which they have a financial, commercial, or significant reputational interest without independent review being involved.

8.2. Sources of funding, the involvement of grant-makers, donors, and partners, and authors’ interests are disclosed in publications, manuscripts, and reports.

8.3. Grant-makers, donors, and partners do not influence methods, conclusions, timing, or the decision to publish. The Organization may publish results regardless of whether they confirm the expectations of the parties.

8.4. Results of pilots and research that concern projects in which the Organization or Covered Persons have an interest are accompanied by a statement of that interest.

9.1. The Organization keeps a register of declarations, notices of interest, and decisions on them. The register is available to authorized persons of the Organization to the extent needed to carry out the Policy.

9.2. Information in a declaration is processed as personal data in accordance with legislation and the Privacy Notice. It is not disclosed to third parties except as provided by law and Section 7.

9.3. Declarations are kept for the period of the person’s work with the Organization and for three years after it ends, unless the law requires a longer period.

10.1. Breaches of this Policy can be reported to [email protected] marked “Conflict of interest” or directly to a member of the Authorized Body who has no interest in the matter. A report can be made confidentially.

10.2. The Organization considers a report within a reasonable time, as a rule within 30 calendar days, and informs the reporter of the result unless this conflicts with the confidentiality of other persons.

10.3. A person who in good faith reports a breach does not suffer retaliation, dismissal, or any other worsening of their position because of the report.

11.1. Intentional failure to disclose a conflict of interest, taking part in a decision contrary to clause 5.2, or giving false information in a declaration is a breach of the Policy.

11.2. Depending on the gravity of the breach and in accordance with the statute, the employment or civil-law contract, and the membership regulation, the Organization may apply: a warning; cancellation or review of a decision or transaction; termination of a contract; termination of powers; exclusion from membership; and a demand to compensate losses.

11.3. The decision is made after the person has been given an opportunity to explain and may be appealed in the manner provided by the statute.

12.1. The Organization familiarizes Covered Persons with the Policy on starting work or joining and notifies them of material changes.

12.2. The Policy is reviewed at least once a year and, where needed, after changes in legislation or the statute.

12.3. The Policy takes effect on the day it is approved by the Authorized Body. Amendments are approved in the same manner.

12.4. Matters not regulated by the Policy are resolved in accordance with the statute and the legislation of Ukraine.

12.5. This document is made in Ukrainian. The English translation is provided for convenience; in case of discrepancies the Ukrainian text prevails.