Corda Network Foundation Document history

Conflict of Interest Policy

1 Introduction

The Corda Network is committed to the highest levels of integrity, ethics and trust. The purpose of this policy is to prevent any conflicts of interest, or appearance of a conflict of interest, from affecting any decisions made involving the Corda Network, to ensure that the decisions made benefit the Corda community, as a whole, and to protect the Corda Network’s interest when the Corda Network is contemplating entering into a transaction, contract or arrangement or approving a policy program or other matter that might benefit the personal interests of a Board member or an individual with controlling influence over management or policies.

2 Policy

The Governing Board, individuals with controlling influence over management or policies, individuals serving as back-ups, observers or who participate on any Corda Network advisory or sub-committees, and others in commercially sensitive positions (“Covered Person”) must sign a Code of Conduct and periodically confirm in writing their compliance to this Policy. Board members are obligated to disclose ethical, legal, financial and other conflicts involving the Corda Network and remove themselves from a position of decision-making authority with respect to any conflicts of interest involving the Corda Network. This includes immediate family members of Covered Persons too.

  1. A Covered Person may not use his or her position with respect to the Corda Network, or confidential corporate information obtained by him or her relating to the Corda Network, in order to achieve a financial or other benefit for himself or herself or for a third person.
  2. A Covered Person shall promptly disclose the existence of any conflict or potential conflict of interest with respect to the proposed transaction, contract, arrangement, policy, program or other matter to the Operator. (The Operator is appointed by the Governing Board. Please see the Article of Association for more information). Potential conflicts must be treated as a direct conflict until the doubt is removed and the matter is determined by the Operator as not a conflict.
  3. A Covered Person shall disclose a list of all organizations in which he or she has material financial interest, is being employed by (including as a consultant), serving on the board, as either a decision maker or observer, or seeking to do business with, where the firm is competing with the Corda Network.
  4. Actions determined to be conflicts of interest by the Operator must be reported to the Governing Board or a sub-committee of the Governing Board. The Governing Board / Sub-committee or a third party appointed by the Governing Board can overrule the Operator if they do not agree with the conclusion of a potential conflict of interest. The conflicted person should not be involved in the decision to overrule the Operator or with the appointment of a third party.
  5. If any Covered Person has reason to believe that another Covered Person has a potential conflict, the Covered Person with such belief must inform the Operator.
  6. The Operator shall administer and monitor compliance with this Policy in accordance with the terms contained herein.
  7. The Operator shall provide an updated list of Covered Persons to the Governing Board every time there is change to the Covered Persons list.

A Covered Person with a conflict of interest must refrain from using their personal influence to influence the Corda Network’s handling of the transaction, contract, arrangement, policy, program or other matter that involves the conflicting matter. If a Covered Person fails to disclose a potential conflict, the Governing Board (with the exception of the individual with the conflict in question) can remove the non-disclosing individual from the Board in accordance with the Corda Network Bylaws. It is the Covered Person’s responsibility to report any actual or potential conflict that may exist between them (or an immediate family member) and R3.

3 Anti Bribery and Anti Corruption

Covered Persons are prohibited from making payments to government officials, other than published fees and other fees paid directly to government agencies, even when the purpose of the payment is merely to expedite or secure performance of a routine governmental action such as obtaining official documents, processing governmental papers, or providing postal or utility services.

Global laws and Foundation policies prohibit Covered Personal and Operators to offer, make, receive, directly or indirectly, anything of value (i.e., payments, goods or services), for the purpose of gaining an improper competitive advantage or inducing or rewarding the improper performance of a relevant function or activity. Everyone must comply with global anti-bribery and anti-corruption regulations.

4 Gifts and Entertainment

Covered Persons will not offer or give gifts, entertainment or favors that may create a potential, perceived, or actual conflict of interest of business advantage related to the Corda Network. Gifts, entertainment, and other favors means anything of value including meals, lodging, discounts, travel, money in any form (including crypto-currency), stock or products.  

5 Rationale

Any conflict of interest by a Covered Person can be seriously damaging to the Corda Network and the Corda Platform. The Operator shall monitor compliance with this Policy.  The Operator is responsible for the following:

  • Maintaining an updated list of all Covered Persons
  • Communicating any changes to the Covered Persons list to the Governing Board or appropriate Sub-committee
  • Ensuring all Covered Persons signed the Code of Conduct, have read and understand the Conflict of Interest Policy and have agreed to comply with the Conflict of Interest Policy.
  • Maintaining a list of all organizations in which a Covered Person has a material financial interest, is being employed by (including as a consultant), serving on the board, as either a decision maker or observer, or seeking to do business with, where the firm is competing with the Corda Network.
  • Recording all conflicts and potential conflicts of interest and actions taken potential conflicts
  • Reporting all conflicts to the Governing Board and recording any discussions around conflicts of interest during Board meetings or sub-committee meetings.