Conflicts of interest

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Version: 22 Oct 2026 (v2, adopted by the Board as board regulation on 26 Oct 2026)
Certification scheme: Oncra, Open Natural Carbon Removal Accounting
Website: www.oncra.org
Registry: registry.oncra.org
Status: Adopted on the 26th of October 2026

1. Purpose and Scope

This Conflict of Interest Policy sets out Oncra’s commitment to integrity, transparency, and impartiality in all its activities. The policy applies to all Oncra board members, Climate Cleanup Board members, Oncra staff, contractors, committee members, and third-party validation and verification bodies (VVBs / Certification Bodies under CRCF) engaged in registry operations, program administration, assessment, and certification. The implementation of the Policy is facilitated by an Implementation Checklist (Annex 10.8) and Declaration Templates (Annex 10.9), both annexes to the Oncra Guidelines; the Annual Conflict of Interest Declaration is published with this Policy. Procedures specific to Board members are set out in Section 9.

2. Definition of Conflict of Interest

A conflict of interest is any situation in which an individual’s personal, financial, or professional interests could improperly influence, or be perceived to influence, their responsibilities and decision-making on behalf of Oncra. Conflicts may be actual, potential, or perceived, and can arise from financial investments, family or close personal relationships, or professional engagements. Interests to be declared include, in particular, any financial or other interest in Removers or parties in Removers’ value chains, buyers, intermediaries, investors or lenders, Validation and Verification Bodies / Certification Bodies, competing certification schemes or registries, and shares or loans in Oncra B.V. (together, “Stakeholders”).

3. Disclosure Requirements

All relevant individuals must complete a conflict of interest declaration and must also declare any specific conflicts that arise in connection with particular projects, decisions, or activities. These declarations are submitted to the designated Compliance Officer, who maintains a confidential register of interests. Board members submit their declarations to the Board Secretary, with a copy to the Compliance Officer (Section 9). Declarations are submitted before appointment or engagement, annually, and whenever interests change. Any changes or new conflicts must be disclosed as soon as they are identified.

4. Management of Conflicts

Upon receiving a declaration, the Compliance Officer reviews the situation to determine the nature and extent of the conflict. If a conflict is identified, appropriate measures are implemented to mitigate or eliminate any risk to Oncra’s integrity. Such measures may include recusal from decision-making, reassignment of responsibilities, enhanced oversight, or, in serious cases, exclusion from certain activities or committees. All decisions regarding conflict management are overseen by the Compliance Officer, except for conflicts of Board members, which are assessed and managed by the Board itself, excluding the member concerned (Section 9).

5. Separation of Duties

Oncra maintains a clear separation of duties between registry operations and program administration. Staff responsible for credit issuance, tracking, and management are organizationally and operationally separate from those involved in project assessment, certification, and methodology development. No individual may hold responsibilities in both areas at the same time, and all processes are designed to preserve independence and impartiality. This separation is regularly reviewed by the Compliance Officer.

6. Third-Party Certification Bodies

Third-party Certification Bodies (CBs) working with Oncra must demonstrate their independence and impartiality through relevant accreditations and annual declarations. CBs are required to disclose any potential COI prior to undertaking work on specific projects, using the Declaration Templates (Annex 10.9). Oncra reserves the right to assign alternative assessors if independence cannot be assured.

7. Monitoring, Reporting, and Enforcement

The policy is reviewed annually and updated as necessary to reflect best practices and stakeholder feedback. The Board of the Climate Cleanup Foundation reviews the implementation and effectiveness of this policy at least annually, including the register of interests and recusal decisions; the outcome is reported in the Annual Operations Report. Any concerns or suspected breaches may be reported confidentially to the Compliance Officer or Oncra Management team. Oncra will investigate all reports promptly and take appropriate action to uphold the integrity of its operations.

8. Declaration Submission Instructions

Annual Declarations

• Submit by January 31st each year
• Submit via secure Oncra portal or confidential email
• Contact compliance officer with questions

Project-Specific Declarations

• Submit before beginning any project-related work
• Must be approved before proceeding
• Update if circumstances change during project

VVB Declarations

• Submit with accreditation application
• Required for each validation/verification engagement
• Annual updates required for ongoing accreditation

Contact Information

Oncra Compliance Officer
Email: compliance {at} oncra.org

All declarations are treated as confidential and stored securely according to Oncra’s data protection policy.

9. Board Members of the Climate Cleanup Foundation

This Section applies to the members of the Board of the Climate Cleanup Foundation, as steward-owner of Oncra B.V. and highest decision-making body of the Oncra scheme, and to non-executive directors, observers and advisers of Oncra B.V. The Board adopts this Policy as a board regulation under article 14 of the Foundation’s articles of association.

(a) Declaration. Each Board member declares their interests before appointment, annually no later than 31 January, and as soon as a new or changed interest arises, using the Annual Conflict of Interest Declaration (Annex 10.9), including its Section E. The interests to be declared include those listed in Section 2.

(b) Ad hoc disclosure. A new or changed conflict is reported at the next Board meeting or in writing to the other Board members.

(c) Recusal. A Board member with an actual, potential or perceived conflict of interest in a matter does not take part in preparing, deliberating on or deciding that matter, in accordance with article 2:291(6) of the Dutch Civil Code. The recusal is recorded in the minutes.

(d) Fully conflicted Board. If all Board members are conflicted on a matter, the Board may still decide on it, provided the considerations underlying the decision are recorded in writing in the minutes.

(e) Register and audit trail. The Board Secretary holds the register of Board member declarations and recusals; the Compliance Officer receives a copy for the audit trail. Board member declarations are assessed by the Board itself, excluding the member concerned; the role of the Compliance Officer under Section 4 does not extend to Board members.

(f) Annual review. The Board reviews its own independence annually; the outcome is reported in the Annual Operations Report.

Annex. Annual Conflict of Interest Declaration

Version: 22 Oct 2026 (revision: explicit Board Member and Certification Body / Stakeholder provisions)
Status: Final, adopted by the Board on 26 Oct 2026

Declarant Information (Board Member, Management Team, Staff, or Contractor):

• Capacity: ☐ Board Member (Climate Cleanup Foundation, as steward-owner of Oncra B.V.) ☐ Non-executive director / observer / adviser (Oncra B.V.) ☐ Management Team ☐ Staff ☐ Contractor
• Name: ________________________
• Position/Role: ________________________
• Department (if applicable; not applicable to Board members): ________________________
• Date: ________________________

Declaration Period: January 1, [Year] to December 31, [Year]

Section A: Financial Interests

A1. Do you or any immediate relative have any financial interest (>$1,000) in any organization that participates in the voluntary carbon market, including but not limited to Removers (carbon project developers) and parties in their value chain, buyers, intermediaries, investors or lenders, Validation and Verification Bodies / Certification Bodies (VVBs/CBs), and competing certification schemes or registries, or in any other individual or organization with a stake in Oncra’s certification scheme (a “Stakeholder”)?

☐ Yes ☐ No

If yes, please provide details:

• Organization name: ________________________
• Nature of interest: ________________________
• Approximate value: ________________________
• Relationship to Oncra activities: ________________________

A2. Do you receive any compensation, fees, or benefits from carbon project developers (Removers), buyers, intermediaries, or any Validation and Verification Body / Certification Body (VVB/CB) accredited, or seeking accreditation, under the Oncra scheme or CRCF?

☐ Yes ☐ No

If yes, please provide details: ________________________

A3. Do you, or any immediate relative, hold any role, directorship, shareholding, or other financial or professional affiliation with a Validation and Verification Body / Certification Body (VVB/CB) that is accredited, or seeking accreditation, to assess or certify projects under the Oncra scheme?

☐ Yes ☐ No

If yes, please provide details: ________________________

A4. Do you, or any immediate relative, hold shares (including non-voting shares) in Oncra B.V., or have you made a loan or participation loan to Oncra B.V., directly or through an entity you control?

☐ Yes ☐ No

If yes, please provide details: ________________________

Section B: Professional Relationships

B1. Are you currently employed by, consulting for, or serving on the board of any organization involved in carbon projects, trading, certification, validation, or verification, or that is otherwise a Stakeholder in Oncra’s certification scheme?

☐ Yes ☐ No

B2. Have you had any such relationships in the past two years?

☐ Yes ☐ No

If yes to either, please provide details:

• Organization: ________________________
• Role/relationship: ________________________
• Duration: ________________________
• Relevance to Oncra work: ________________________

Section C: Personal Relationships

C1. Do you have any family members or close personal relationships with individuals involved in carbon project development, verification, or trading?

☐ Yes ☐ No

If yes, please describe: ________________________

Section D: Other Potential Conflicts

D1. Are there any other circumstances, involving any Stakeholder (any person or organization with a role in, or an interest in the outcome of, Oncra’s certification activities, including but not limited to Removers and their value chain, buyers, investors, lenders, Validation and Verification Bodies / Certification Bodies, and competing certification schemes or registries), that could reasonably be perceived as creating a conflict with your Oncra responsibilities?

☐ Yes ☐ No

If yes, please explain: ________________________

Section E: Board Member Provisions (applicable to Board members of the Climate Cleanup Foundation, and to non-executive directors, observers and advisers of Oncra B.V.)

This Section implements, at individual-declaration level, the Board-specific procedures required by the Conflict of Interest Policy and Procedures (Sections 1 and 9) and Oncra Guidelines Sections 2.9(b) and 3.2.

E1. Declaration. This declaration is submitted before appointment, annually no later than 31 January (covering the preceding calendar year), and whenever interests change, in addition to Sections A to D above.

E2. Ad hoc disclosure. A Board member discloses a new or changed conflict as soon as it arises, either at the next Board meeting or in writing to the other Board members, without waiting for the next annual cycle.

E3. Recusal. A Board member with an actual, potential, or perceived conflict of interest in a matter does not take part in preparing, deliberating on, or deciding that matter, in accordance with Article 2:291(6) of the Dutch Civil Code (Burgerlijk Wetboek).

E4. Fully conflicted Board. If the entire Board is conflicted on a matter, the Board may still decide on it, provided the considerations underlying that decision are recorded in writing in the minutes.

E5. Register. The Board Secretary holds the register of Board member declarations and conflicts; the Compliance Officer receives a copy for the audit trail. Board member declarations are assessed by the Board itself, excluding the member concerned, rather than by the Compliance Officer under Section 4 of the Policy.

E6. Annual review. The Board reviews its own independence annually; the outcome is reported in the Annual Operations Report.

Declaration:

I declare that the information provided above is true and complete to the best of my knowledge. I understand that I must immediately report any changes to these circumstances and that failure to disclose conflicts may result in disciplinary action.

Signature: ________________________ Date: ________________________