Conflict of interest

This policy provides a process to identify and manage interests that could impair—or reasonably appear to impair—independent judgment. It applies to directors, officers, committee members with delegated authority, key personnel, and other people given meaningful authority over funds, contracts, hiring, purchasing, grants, or program decisions.

An actual, potential, or perceived conflict may arise when a covered person—or a close family member, household member, or controlled entity—has:

• a financial interest in a transaction, vendor, property, or organization under consideration;
• a compensation, employment, consulting, creditor, debtor, or investment relationship;
• a governance role, loyalty, or material affiliation with another organization;
• an opportunity, gift, discount, travel benefit, or confidential information obtained through their Gran Yo Soy role;
• authority over a decision affecting their own compensation, role, relative, or associate; or
• another interest that could reasonably call independent judgment into question.

This list is illustrative. When uncertain, disclose the facts and let disinterested reviewers decide whether the policy applies.

A covered person should disclose relevant facts before discussion or action and update the disclosure if circumstances change. The disclosure should identify the nature of the interest, people or entities involved, expected value or benefit if known, and information needed for an informed review.

A person should not withhold a known interest because they believe the transaction is fair or beneficial. They may provide factual information when requested, but should not attempt to influence whether a conflict exists or how it is resolved.

• Disinterested directors or an appropriately authorized reviewer determine whether a conflict exists and what safeguards are needed.
• The interested person leaves deliberation and voting after providing requested factual information and is not counted where independence rules require otherwise.
• Reviewers consider reasonable alternatives that do not create the same conflict.
• A transaction involving a conflict should proceed only if disinterested reviewers find it fair, reasonable, in Gran Yo Soy’s interests, and consistent with its mission.
• Approval uses the vote and documentation required by the governing documents and applicable rules once those requirements are verified.

A covered person must not use their role to obtain an improper personal benefit, divert an organizational opportunity, or use confidential information for themselves or another party. Compensation decisions should rely on appropriate comparability information and be made by people without an interest in the decision.

Cash gifts and benefits intended to influence a decision should not be accepted. A modest, customary item may be accepted only if it does not influence—or appear to influence—a decision and is consistent with any approved gift threshold. Because no monetary threshold is yet published, uncertain gifts should be disclosed before acceptance.

Records of a conflict review should identify:

• the person, interest, and material facts disclosed;
• who was present for discussion and who recused;
• alternatives and comparability information considered;
• the decision, vote, safeguards, and basis for approval or rejection; and
• any follow-up, monitoring, or expiration of the approval.

Covered people should complete a disclosure when they enter a covered role and at least annually thereafter, with a continuing duty to update it. Governance reviewers should periodically evaluate this policy and a sample of transactions for consistent use.

If reviewers have reason to believe a person failed to disclose or comply, the person should be told the basis and given a fair opportunity to respond. The organization may investigate and take proportionate corrective action, including reversal of a decision, additional safeguards, removal of authority, or another response permitted by its governing arrangements.