Conflict of Interest Policy

1. Introduction 

Global Fishing Watch (GFW) requires its senior leadership, managers, and staff to observe high standards of business and personal ethics in the conduct of their duties and responsibilities.  

2. Scope

All Global Fishing Watch senior leadership, managers and staff are expected to comply with this policy and are required  to adopt an honest and open approach towards our staff, stakeholders, and suppliers. Failure to adhere to this policy could lead to disciplinary action and may result in termination of employment/contract for services. 

A conflict of interest is a situation whereby an employee’s personal interest(s) interferes with, or appears to interfere with their ability to make an objective judgement in the best interest of Global Fishing Watch. You are required to apply good judgement and report to your manager and/or any executive, any situation which arises that has the potential to create a conflict with your professional duties. 

Management will exercise absolute discretion in assessing whether the potential conflict can be sufficiently managed and whether any action is necessary to mitigate any risk of damage to Global Fishing Watch’s legitimate interests.  

GFW also expects External Partners to avoid any conflict of interest, and where External Partners do not have a policy in place, they are expected to follow GFW’s Conflict of Interest Policy for all GFW’s projects they are involved in. External Partners are our funders and collaborators including Donors, Research Programs, Industry, Academic Institutions, International bodies including Civil Society and non-profit organizations, and Government agencies etc, with whom we have a formal relationship, a Memorandum of Understanding (MOU) or a funded project.

3. Definitions

a. Conflict of interest. When someone’s personal interest interferes with, or appears to interfere with their ability to make objective judgments in the interest of GFW.

Senior leadership, managers, and staff have a conflict of interest with respect to a proposed transaction if they:

1. are in a position to make or influence Global Fishing Watch’s decisions about whether and how to proceed with the proposed transaction, and 
2. have, or may reasonably be expected to have, a material financial interest or a personal interest in the transaction, or may reasonably be perceived as having an interest competing with the best interests of Global Fishing Watch.

b. Interested person.  An interested person with respect to any transaction is a corporation, director, officer, employee, contractor or consultant with a conflict of interest with respect to such transaction.

c. Material financial interest.  A person has a material financial interest in a proposed transaction or arrangement if that person has: 

1. a 5% ownership or investment interest in any entity in the proposed transaction or arrangement, 
2. a compensation arrangement (including as an employee, independent contractor, professional advisor or any other such arrangement) with any entity or individual likely to be involved in the proposed transaction, provided that reimbursement for reasonable expenses consistent with  Global Fishing Watch’s expense reimbursement policies or practices, are not considered a compensation arrangement, or 
3. any other economic relationship (e.g., a licensing agreement) that may provide material economic benefit from the proposed transaction.

d. Personal interest.  A person has a personal interest in a proposed transaction or arrangement if that person has an affiliation as a director, officer, or agent of an entity likely to be involved in the proposed transaction.  Thus, for example, a director or staff  of Global Fishing Watch has a personal interest in a proposed contract or other arrangement by Global Fishing Watch with an entity of which he or she is a director, officer, employee or agent. 

e. Material personal interest.  A personal interest is material only if the interested person’s affiliation with a party likely to be involved in the proposed transaction is of such a nature that an outsider could reasonably conclude that it could influence that Director’s consideration of, and vote on, a particular matter (subject to safeguards similar to those applicable to transactions in which an interested person has a material financial interest).  The fact that a director or officer of Global Fishing Watch is a director, member, or officer of an entity likely to be involved in a proposed transaction generally will not, in itself, give rise to a material personal interest.  However, in unusual cases other factors — for example, an unusually large contract or other arrangement involving an entity with which a director or officer has an unusually high personal identification — may cause the director’s or officer’s personal interest to be material. 

f. Employment of Relatives. GFW permits the employment of qualified relatives of employees as long as such employment does not, in the opinion of GFW, create actual or perceived conflicts of interest. For purposes of this policy, “relative” is defined as a spouse, domestic partner, child, parent, sibling, grandparent, grandchild, aunt, uncle, first cousin, niece, nephew, or corresponding in-law, or “step” relation. GFW will exercise sound business judgement in the placement of related employees. This policy applies to all categories of employment at GFW, including regular, temporary, and part-time classifications, to include contractors and vendors.

g. Doing Business with Family Members. Staff must be cautious when an immediate family member works for a company with which GFW does or intends to do business. Staff who find themselves in a situation where their job involves business decisions affecting that company must disclose the situation immediately to their manager or HR.

h. Outside Employment. Employees must be careful to ensure that outside interests and activities do not conflict with their obligations to GFW. Since outside employment may create the appearance of bias or interfere with decisions in the best interest of GFW, employees may not be employed by, consultant for, or be affiliated with a GFW competitor, customer, partner or supplier without prior written approval from HR.

i. Compensation.  Compensation includes direct and indirect remuneration, including cash payments as well as non-cash benefits.

4. Disclosure

An interested person must disclose, as soon as practicable, to the CEO (or, in the case of the CEO or a Board member, to the Board Chair) the existence of a financial or personal conflict related to a proposed Global Fishing Watch transaction and all material facts related to the conflict.  A director’s or officer’s disclosure of an affiliation during a Board meeting or in written statements or completed questionnaires submitted to the Corporation that makes the individual’s interest in the proposed transaction readily apparent to the present Board members and the CEO will be deemed the equivalent of disclosure. 

If you are uncertain about whether a conflict exists, you should report the possible conflict in all cases in which a critical external observer might reasonably perceive a conflict to exist.  In addition, at the end of each calendar year, all directors and officers of the Board shall make a written disclosure of any compensation received from Global Fishing Watch or any potential conflicts of interest using the form at Appendix 

 5. Determination 

After an interested party discloses a material financial interest or personal interest in a proposed transaction, and after the person receiving the disclosure has established all material facts related to such interest, the disinterested members of the Board or Board committee with decision authority for the proposed transaction, (or, in the case of an interested party who is not a director or officer, the CEO) will determine if a conflict of interest exists, and, in the case of a conflict involving a personal interest, whether that interest is material.

6. Decision-making process 

a. Transactions involving material financial or personal interests Recusal.  No interested person may take part in any Global Fishing Watch decision regarding a transaction in which that person has a material financial interest or personal interest.  An interested person may make a presentation at a Board or committee meeting considering such a transaction and may respond to questions regarding the transaction.  However, the interested person shall not vote on the matter and, if appropriate, may be recused during deliberations and decisions.  In the case of an interested person who is not a director or officer, such person’s supervisor, or another person designated by such supervisor, will make the decision regarding the transaction. 

b. Additional procedures.  The Board will not approve any transaction to which Global Fishing Watch would be a party and in which a director or officer has a material financial or personal interest, unless and until the Board, after reasonable investigation (including a review of the terms upon which other comparable organizations enter transactions or arrangements similar to the one under consideration), has specifically and in good faith determined that: 

1. the Board is aware of all material facts concerning the transaction and the director’s or officer’s interest in the transaction,
2. Global Fishing Watch is entering into the transaction for its own benefit,
3. the transaction is fair and reasonable as to Global Fishing Watch (e.g., a compensation arrangement is comparable to what similar organizations would pay for similar services under similar circumstances) and,
4. In the case of a financial interest, Global Fishing Watch could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.

c. Transactions involving only non-material personal interests An interested person with a non-material personal interest in a transaction may not participate in the Board vote on the transaction or, in the case of non-Board decisions, otherwise participate in making the decision about whether and on what terms the Corporation should participate in the proposed transaction.  However, the interested person will not be required to leave the meeting or otherwise physically absent themselves during the discussion, voting, or decision-making on the transaction except if, in the case of a Board decision, another member of the Board so requests.

7. Violations

If the Board, Board committee, or interested person’s supervisor has reasonable cause to believe that a person has failed to disclose actual or potential conflicts of interest, the Board, committee, or supervisor will inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.  If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the Board, committee, or supervisor determines that the person has in fact failed to disclose an actual or potential conflict of interest, appropriate disciplinary action will be taken.

8. Documentation

a. Transactions involving a material financial or personal interest.  With respect to any Board or Board committee discussion, decision, or action involving transactions in which a director or officer has a material financial or personal interest, the minutes of the Board or committee meeting at which that discussion, decision, or action takes place will reflect the Board deliberations and the voting process, specifically indicating: 

1. the terms of the transaction, 
2. ii. the members of the Board or committee who were present during the discussion of the transaction and those who voted on it, 
3. iii. whether the officer or director whose situation was considered was present in the room during the deliberation and vote, and 
4. iv. whether and on what basis the Board or committee reached an affirmative determination on each of the issues required to be addressed under section 6 of this Policy. The minutes will be prepared and approved within 60 days of the meeting (or by the next meeting of the Board or committee, if later).   

b. Transactions involving non-material personal interests. In the case of any decision involving a transaction in which a director has a non-material personal interest, the minutes of the meeting will document that the director did not vote on the proposed transaction.

9. Conflict of Interest Disclosure Statement

Prior to their initial election or appointment and annually thereafter, directors, officers and Key Persons shall complete the attached Conflict of Interest Disclosure Statement and submit it to the chair of the Audit Committee. The Audit Committee shall review all disclosure statements and retain them in the confidential files of the Audit Committee. 

This Policy was adopted by Global Fishing Watch’s Board of Directors at its meeting on 21 Aug 2025.