Conflict of Interest Policy | Caymanians First Charitable Foundation

1. Why this policy exists

The Caymanians First Charitable Foundation exists to help Caymanians prosper. That work depends on public trust: trust that every dollar raised is used for its stated purpose, that decisions are taken in the Foundation's interest and no one else's, and that anyone who stands to benefit personally from a decision has no hand in making it.

This policy sets out how the Foundation identifies, discloses and manages conflicts of interest. It applies to every director, officer, employee, volunteer, committee member and adviser of the Foundation (together, "Foundation Persons").

We publish this policy because we would rather be judged on how we manage conflicts than pretend we have none. The Foundation was founded by an active Cayman business owner and works closely with businesses he controls. Section 4 explains that relationship and the safeguards around it in plain terms.

2. What we mean by a conflict of interest

A conflict of interest arises when a Foundation Person, or a person or entity connected to them, has a personal, financial or other interest that could influence, or could reasonably be seen to influence, the judgement they exercise on the Foundation's behalf.

A conflict may be:

Financial — the person or a Connected Party could gain or lose money from a Foundation decision, including through a contract, grant, employment, fee or ownership interest.
Non-financial — the person holds a position (director, trustee, officer, adviser) with another organisation that deals with, competes with, or applies to the Foundation.
Personal — the decision concerns a relative, close friend, or business associate.
Perceived — a reasonable, informed member of the public could believe the person's judgement is compromised, whether or not it actually is.

"Connected Party" means a spouse or partner; a parent, child, sibling or their spouses; any person living in the same household; and any company, partnership, trust or other entity in which the Foundation Person or any of those relatives holds a material ownership interest or a position of control.

"Related Party" means any Connected Party of a director or officer of the Foundation, and any entity controlled by a director or officer of the Foundation.

"Related-Party Transaction" means any contract, payment, grant, loan, licence, lease, service arrangement or other dealing between the Foundation and a Related Party.

3. Our commitments

The Foundation commits that:

Every Foundation Person will disclose actual, potential and perceived conflicts promptly and in writing.
No Foundation Person will take part in deliberating or voting on any matter in which they or a Connected Party have an interest.
Every Related-Party Transaction will be approved only by directors who have no interest in it, on terms no less favourable to the Foundation than could be obtained from an unrelated party.
No Foundation Person will use their position, or information obtained through it, for personal gain or for the benefit of a Connected Party.
All conflicts, disclosures, recusals and related-party approvals will be recorded in writing and retained.
The Foundation will comply with the Non-Profit Organisations Act, the Foundation Companies Act, the Companies Act, and, in respect of any raffle or lottery it stages, the Gambling Act of the Cayman Islands.

4. Our Founder and the Stingray Media relationship

We state this openly because it is the most significant conflict the Foundation manages and the one the public most deserves to understand.

The relationship. The Foundation's Founder also owns and controls the Stingray Media Group, a Cayman Islands media, publishing and commerce business whose subsidiaries include Stingray Media Ltd, publisher of The Caymanian Journal, and Stingray Raffle Ltd. The Foundation acts as the Stager of the Stingray Raffle, a charitable raffle conducted under the Gambling Act. Stingray Raffle Ltd operates the raffle on the Foundation's behalf, and Stingray Media Ltd promotes it. Both companies are paid for those services. The Founder therefore has a direct financial interest on both sides of these arrangements.

How the conflict is managed.

Written agreements, unbundled. Every service the Stingray companies provide to the Foundation is set out in a written agreement approved by the Foundation's board. Services are identified and priced individually, not as a bundle, so that each can be compared against what an unrelated supplier would charge.
Arm's-length terms. The Stingray companies are engaged on their standard commercial terms, as they would be by any other client. No fee payable to any Stingray company is contingent on, or calculated as a percentage of, raffle ticket sales or funds raised.
Disinterested approval. The Founder does not deliberate or vote on any matter concerning the Stingray companies. Those matters are decided by the Foundation's directors who have no interest in Stingray, with the benefit of independent legal advice.
Proceeds never pass through Stingray. One hundred percent of gross raffle ticket proceeds are paid directly into a bank account held in the Foundation's own name. No Stingray company has authority to make payments from, or sign on, that account. Stingray's role in relation to Foundation funds is limited to reporting and reconciliation, and every reconciliation is reviewed by the Foundation.
Prizes are underwritten. The Foundation's prize and reward obligations are backstopped by a personal guarantee from the Founder, so that winners are paid whatever the outcome of a given draw.
Editorial independence. The Caymanian Journal retains full editorial independence. The Foundation has no say in what the newspaper publishes, and the Founder's ownership of the newspaper confers no editorial influence on the Foundation or its beneficiaries.
Independent review. The Founder's guarantee, the Stingray agreements and the pricing under them are reviewed by the disinterested directors at least annually, and whenever terms change.
Full record. The Founder's interests, every disclosure, every recusal and every approval of a Stingray arrangement are recorded in the Foundation's Register of Interests and in board minutes.

The public may rely on the principles above. The commercial terms of the agreements themselves, and Stingray Media's internal pricing and operating methods, are confidential to the parties.

5. Disclosure

Annual declaration. Each Foundation Person completes a written Declaration of Interests on appointment and at the start of each financial year, listing all directorships, ownership interests, employment, professional appointments and Connected Parties that could give rise to a conflict, and confirming that they have read and will comply with this policy.

Continuing duty. A Foundation Person who becomes aware of a new or changed conflict at any time must disclose it to the Chair (or, if the Chair is conflicted, to the Supervisor) before the next occasion on which the matter could arise, and in any event within fourteen days.

Register of Interests. The Foundation keeps a Register of Interests recording every declaration and every disclosed conflict. The Register is available to any director, to the Supervisor, and to the Registrar of Non-Profit Organisations on request.

At meetings. Conflicts of interest are a standing item at the opening of every board and committee meeting. A Foundation Person must declare any interest in an agenda item before it is discussed, whether or not it is already on the Register.

6. Managing a conflict

When a conflict is declared, the following steps apply.

Recusal. The conflicted person leaves the meeting for the discussion and the vote, receives no papers on the matter beyond what the board decides to share, and does not lobby other directors on it. The minutes record the declaration, the departure and the decision.

Disinterested decision. The matter is decided by the directors who have no interest in it. If the number of disinterested directors is fewer than the quorum, the Foundation seeks independent advice and may refer the decision to the Supervisor before proceeding.

Related-Party Transactions. Before approving any Related-Party Transaction, the disinterested directors satisfy themselves and record that:

the transaction serves the Foundation's charitable purposes;
the terms are no less favourable to the Foundation than could be obtained from an unrelated party, supported by comparable market evidence or independent advice where the value is material;
the interested person has fully disclosed the nature and extent of their interest;
the interested person has taken no part in the negotiation, deliberation or approval on the Foundation's behalf; and
the arrangement is documented in a written agreement.

Grants and programme funding. Where any Foundation Person is a director, officer, employee, member or Connected Party of an organisation applying for or receiving Foundation funding, they take no part in assessing, recommending or approving that application. This applies equally to non-profit organisations seeking a share of raffle proceeds.

Employment and engagement. The Foundation does not employ or engage a Connected Party of a director or officer unless the disinterested directors approve the appointment in advance, on documented merit, at no more than market remuneration.

7. Raffle-specific safeguards

Because the Foundation stages a public raffle, additional rules apply to protect the integrity of every draw.

Directors, officers and employees of the Foundation, directors and employees of the Stingray companies engaged in operating or promoting the raffle, and their immediate household members are not eligible to win any raffle prize or reward.
No Foundation Person or Stingray employee involved in the draw may have any means of predicting, selecting or influencing the winning entry.
Every draw is conducted in accordance with published rules, witnessed, and recorded, and the record is retained.
Prize and reward amounts, claim conditions and time limits are published before tickets go on sale and are not changed for a draw once sales for that draw have opened.
Unclaimed prizes are dealt with strictly as the published rules provide. No Foundation Person or Related Party benefits from a forfeited prize.
Any vendor selling raffle tickets who is a Related Party of the Foundation is disclosed on the Register and is subject to the same terms as every other vendor.

8. Gifts, hospitality and use of Foundation resources

Foundation Persons do not solicit or accept any gift, hospitality, payment or favour from any person or organisation that does or seeks to do business with the Foundation, or applies to it for funding, other than modest hospitality in the ordinary course of business. Anything of more than nominal value is declined or, if it cannot be declined without offence, surrendered to the Foundation and recorded.

Foundation property, funds, staff time, data, donor and beneficiary information, and the Foundation's name and reputation are used only for the Foundation's purposes and never for the private benefit of any Foundation Person or Connected Party.

9. Confidentiality

Foundation Persons keep confidential all non-public information obtained through their role, including information about beneficiaries, donors, vendors, applicants and the Foundation's commercial arrangements, both during and after their involvement with the Foundation. Nothing in this policy prevents any person from making a disclosure required or protected by law.

10. Raising a concern

Anyone, inside or outside the Foundation, who believes this policy has been breached may report it in confidence to the Chair of the Board or to the Foundation's Supervisor. Concerns about the Chair are reported to the Supervisor; concerns about the Supervisor are reported to the Chair. Every report is examined, and the person raising it in good faith is protected from any adverse consequence.

Contact: info@caymaniansfirst.org · P.O. Box 31910, KY1-1208, Grand Cayman

11. Breach

A breach of this policy is a serious matter. Depending on its nature, the consequences may include reversal of the decision concerned, repayment of any benefit obtained, removal from office, termination of employment or engagement, and referral to the relevant authorities.

12. Oversight and review

The Board of Directors owns this policy. The Supervisor, whose statutory role under the Foundation Companies Act includes overseeing the directors' management of the Foundation, receives the Register of Interests and all related-party approvals. The Board reviews this policy, the Register, and every continuing Related-Party Transaction at least once a year and reports to the Registrar of Non-Profit Organisations as the Non-Profit Organisations Act requires.

Caymanians First Charitable Foundation is an exempted limited guarantee foundation company incorporated under the Companies Act (Registrar of Companies no. AY-427735) and a registered non-profit organisation under the Non-Profit Organisations Act (NPO registration no. NP-721).