Conflicts of interest

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Status: draft 1.0, 5 October 2026. Prepared for adoption by the Board of Stichting Climate Cleanup at its next meeting (October 2026). Published in draft so that Oncra’s assessors, partners and the public can read what the Board will commit to. Until adopted, the Board’s existing obligations under article 2:291(6) of the Dutch Civil Code and section 3.2 of the Oncra Guidelines apply in full. Comments to act {at} climatecleanup.org.

Preamble

Stichting Climate Cleanup (the Foundation) is the steward-owner of Oncra B.V. (Oncra), which operates the Oncra certification scheme and registry for carbon removal. The Board of the Foundation holds all voting shares in Oncra and takes decisions that reach into the scheme: it appoints and dismisses Oncra’s directors and sets their remuneration, approves the budget, and approves new certification categories and major changes to the certification methodology.

Oncra’s Conflict of Interest Policy and Procedures binds Oncra’s staff, contractors, committee members and certification bodies. This regulation extends the same commitments to the Board, so that no person with an interest in the outcome of a scheme decision takes part in that decision, and so that this can be shown to anyone who asks.

Article 1. Legal basis and status

1. This regulation is adopted by the Board under article 14 of the articles of association of the Foundation (deed of 20 June 2018). It supplements the articles and the law. Where it conflicts with either, the articles and the law prevail.
2. It gives effect, for the Board, to article 2:291 paragraph 6 of the Dutch Civil Code, to section 3.2 of the Oncra Guidelines and to the Oncra Conflict of Interest Policy and Procedures, and to the governance requirements of the ICVCM Assessment Framework (criterion 1.1) and of Implementing Regulation (EU) 2025/2358, article 4(2), under the EU Carbon Removals and Carbon Farming Regulation.
3. Adoption, amendment and repeal require the majority of article 15 paragraphs 1 and 2 of the articles of association: three quarters of the votes cast, in a meeting at which all board members are present or represented, or in a second meeting as provided there. A unanimous written resolution under article 6 paragraph 10 has the same effect.

Article 2. Who is bound

1. This regulation applies to every member of the Board of the Foundation.
2. It applies equally to a director of the Foundation appointed under article 13 of the articles of association, and to any observer or adviser who attends board meetings, for the matters they attend.
3. Each person bound by this regulation also adheres to the Oncra Conflict of Interest Policy and Procedures, as in force from time to time, as if named in its scope. Where that policy and this regulation set different rules for board members, this regulation prevails.

Article 3. What counts as a conflict of interest

1. A conflict of interest exists where a board member has a direct or indirect personal interest that conflicts with the interest of the Foundation or of an organisation connected with it, in particular Oncra. The interest may be financial, commercial, fiduciary or personal. It may be actual, potential or perceived.
2. The following interests must in any case be declared:
   1. an interest in, or a role with, an operator or project proponent (a Remover) whose activity is certified by Oncra, has applied for certification, or is in its value chain, such as suppliers of feedstock, construction materials, technology or land;
   2. an interest in, or a role with, a buyer or offtaker of Oncra certificates, or an intermediary trading them;
   3. an interest in, or a role with, a validation and verification body or certification body working for Oncra;
   4. an interest in, or a role with, another carbon crediting programme, registry or standard;
   5. economic shares, participation loans, convertible loans or any other financial instrument in Oncra, or a loan to or from Oncra;
   6. an executive, employed, contracted or otherwise remunerated position with Oncra or with the Foundation, including the director’s position under article 13 of the articles of association;
   7. an interest under a to f held by a family member, by a person with whom the board member shares a household or a close personal relationship, or by an entity the board member controls or advises;
   8. any other interest that a reasonable observer would consider capable of influencing the board member’s judgment on a decision before the Board.
3. Holding an unpaid seat on the Board of the Foundation is not itself an interest under this article.

Article 4. Interests that are not permitted

1. A board member does not hold a financial interest in a Remover certified by Oncra, in a buyer of Oncra certificates, or in a certification body working for Oncra (Oncra Guidelines, section 3.2).
2. A person who holds such an interest when this regulation enters into force, or at the time of appointment, declares it within thirty days. The Board, without the person concerned, decides within three months whether the interest is divested, ring-fenced with permanent recusal from all related decisions, or incompatible with board membership.

Article 5. Declarations

1. Each board member submits a written declaration of interests:
   1. within thirty days of appointment;
   2. each year before 31 January;
   3. as soon as a new interest arises or an existing one changes, and in any case before the Board deliberates on a matter the interest touches.
2. Declarations are made at a board meeting and minuted, or in writing to the Secretary with a copy to all other board members. The template in the annex is used.
3. A declaration that no interests exist is also a declaration.

Article 6. Register

1. The Secretary keeps a register of all declarations, decisions on recusal and mitigation measures. If the Secretary holds an executive or remunerated position with Oncra or the Foundation, or is the person concerned, the Chair keeps the register.
2. The Secretary provides a copy of each entry to the Oncra Compliance Officer, who holds it as part of the scheme’s audit trail. The Compliance Officer records board declarations but does not assess them. Assessment of a board member’s interest rests with the Board, without the member concerned.
3. The register is confidential. It is available on request to the Board, to the Foundation’s auditor, and to the assessors and supervisory bodies of the programmes under which Oncra is recognised or seeks recognition: ICVCM, the European Commission and the bodies acting for it under the CRCF, and accreditation bodies.
4. Entries are retained for at least seven years after the board member leaves office.

Article 7. Recusal

1. A board member with a conflict of interest in a matter does not take part in the deliberation or the decision on that matter (article 2:291 paragraph 6 Civil Code). The member leaves the meeting for that item, unless the other members ask them to stay to answer questions, and in any case leaves before the decision is taken.
2. This applies to decisions in meetings, to written resolutions under article 6 paragraph 10 of the articles of association, and to decisions the Foundation takes as shareholder of Oncra.
3. The minutes record the declaration, the recusal and who took the decision.
4. If every board member is conflicted, the Board may still decide, but it records in writing the considerations on which the decision is based, and the Chair informs the Oncra Compliance Officer.
5. Where it is in doubt whether an interest is a conflict, the Board decides by majority, without the member concerned, before dealing with the matter.

Article 8. Executive positions

1. A board member who holds an executive or remunerated position with Oncra or the Foundation does not take part in deliberation or decisions on their own appointment, remuneration, evaluation, performance or dismissal, on contracts between the Foundation or Oncra and themselves or an entity they control, or on claims against them.
2. Such a member does not keep the register under article 6.
3. The Board strives to have no executive of Oncra hold a voting seat on the Board. Executives attend board meetings in an advisory capacity, under article 13 paragraph 3 of the articles of association or by invitation.

Article 9. Annual review

1. In the first quarter of each year the Board reviews the declarations of all its members, the register and the operation of this regulation, without the presence of any director or executive. The review and its outcome are minuted.
2. The Foundation reports in its annual report, and Oncra in its Annual Operations Report, that the review took place, the number of declared interests and recusals, and any measures taken, without naming individuals where confidentiality requires.
3. The Board reviews this regulation at least once a year, together with Oncra’s annual review of its Conflict of Interest Policy, and whenever the law or the requirements of ICVCM or the CRCF change.

Article 10. Reports and breaches

1. Anyone who suspects that a board member has failed to declare an interest, or has taken part in a decision despite a conflict, may report this to the Chair, or, if the Chair is concerned, to the Secretary or any other board member. Reports may also be made to the Oncra Compliance Officer (compliance {at} oncra.org), who forwards them to the Board.
2. The Board investigates without the member concerned, hears them, and decides on measures: correction of the decision, retroactive recusal, a warning, exclusion from specific matters, or a request to resign. Article 9 of the articles of association, which allows the other members to end a board membership by unanimous decision, remains unaffected.
3. Reports are handled confidentially. No one who reports in good faith suffers any disadvantage for doing so.

Article 11. Publication and entry into force

1. This regulation is published on climatecleanup.org/legal and in the Oncra documentation hub, together with the date of its adoption.
2. It enters into force on the day of adoption. Sitting board members submit their first declaration under article 5 within thirty days of that date.

Annex. Declaration of interests (template)

Name, position on the Board, date of declaration.

For each category in article 3 paragraph 2 (a to h): none, or a description giving the organisation, the nature of the interest (shareholding, loan, employment, board seat, advisory role, family relation), since when, and whether it touches decisions the Board takes about Oncra.

Statement: “I declare that this is a complete statement of my interests as defined in article 3 of the Regulation on conflicts of interest. I will update it as soon as anything changes, and before the Board deliberates on any matter it touches.”

Signature.