Conflict of Interest Policy

The purpose of this policy is to ensure that all decisions made by the International Modeling Foundation (IMF) are objective, transparent, and free from improper influence arising from personal or financial interests.

It gives effect to the foundation's Articles of Association (the Statutes), in particular Article 6.4(c), which requires the board to establish and maintain a code of conduct for board members addressing conflicts of interest.

This policy applies to all board members, officers, staff, consultants, advisers, and volunteers of the foundation (“relevant persons”).

A reference to a relevant person's interest also includes the interests of a “related person” — a spouse or partner, a close family member, or a business partner or company in which the relevant person holds a significant interest or role.

A conflict of interest arises when a relevant person in a position of authority or influence within the foundation has a private interest — financial, professional, personal, or relational — that could interfere, or could reasonably appear to interfere, with their ability to act in the best interests of the foundation.

Examples include:

• personal financial gain from a foundation partnership, contract, or transaction;
• a close relationship with a company, agency, model, or creative being considered for a certification, enforcement, or partnership decision;
• using foundation resources, information, or position for personal business;
• being simultaneously involved with another organisation whose goals compete with the foundation's;
• using confidential information obtained through the foundation for personal benefit.

A conflict may be actual, potential, or perceived. All three must be treated seriously.

The foundation's core function is to certify and oversee models, creatives, agencies, and brands. Impartiality in these decisions is essential to the credibility of IMF certification.

• A relevant person who has any personal, financial, or professional connection to an applicant or certified entity must not take part in any certification, suspension, revocation, appeal, or enforcement decision concerning that entity.
• This applies regardless of whether the connection is current or historical, and regardless of whether it would result in personal gain.
• Where such a connection exists, it must be disclosed under Section 7 before the matter is discussed.

• Relevant persons must not solicit or accept money, gifts, favours, hospitality, or other benefits that are, or could reasonably appear to be, intended to influence a foundation decision — including any certification or enforcement decision.
• Modest, customary hospitality (such as a meal in the ordinary course of business) is acceptable, provided it could not reasonably be seen as influencing a decision.
• Any gift or benefit beyond modest hospitality must be declined or, where declining would cause offence, disclosed to the board and recorded.

The foundation should avoid entering into contracts or transactions with a board member, another relevant person, or a related person. Where such a transaction is genuinely in the foundation's interest and unavoidable, it must be:

• disclosed in full before any commitment is made;
• decided by the board with the conflicted person recused under Section 8;
• concluded on terms no more favourable than would be available from an independent third party; and
• documented in the board minutes and the annual accounts.

Consistent with Article 15.7 of the Statutes, no surplus or asset of the foundation may benefit founders, board members, or other private individuals.

All relevant persons must promptly disclose any actual, potential, or perceived conflict of interest to the board.

Disclosure includes:

• ownership of, or a financial interest in, any organisation doing business with the foundation;
• involvement in any decision where personal gain is possible;
• personal or family relationships that could affect impartiality;
• competing commitments or roles with other organisations.

Disclosure must be made as soon as the relevant person becomes aware of the conflict, and before the relevant matter is discussed or decided.

Once a conflict is disclosed:

1. The board (or the Ethics Committee, if one has been formed) reviews the conflict.
2. The conflicted person must recuse themselves from all discussion and decision-making on the matter, in line with Article 5.8 of the Statutes.
3. The conflict and the recusal are recorded in the board minutes.

Where every board member — or the sole board member — has a conflict in the same matter and a decision cannot otherwise be taken, the decision may still be taken by the board, but only with a full written record of the considerations underlying it, as required by Article 5.8 of the Statutes.

• All board members and key personnel must complete and sign an annual Conflict of Interest Declaration, disclosing any affiliations or interests that may give rise to a conflict.
• The signed declarations, together with any disclosures made during the year, form the foundation's register of interests, which is retained by the board and reviewed at least annually.

Anyone who believes that a relevant person has an undisclosed conflict of interest may raise it with the board, or confidentially through the foundation's ethics channel at ethics@model-id.com.

Concerns raised in good faith are protected from retaliation under the foundation's whistleblower protections.

Failure to disclose a known conflict of interest may result in:

• suspension from the board or role;
• termination of employment or contract;
• removal from the board for compelling reasons under Article 8.2(d) of the Statutes;
• legal action where harm has been caused to the foundation or its reputation.

• Board members must maintain impartiality in all voting and strategic decisions.
• Advisory partners and external consultants must disclose any competing commitments.
• The founder must keep personal commercial ventures separate from foundation decision-making.

This policy is an internal regulation of the foundation under Article 13 of the Statutes. It is reviewed periodically and may be amended by board resolution.

It must not conflict with the Statutes or with applicable law; in the event of any conflict, the Statutes and the law prevail.

The foundation promotes a culture of integrity and transparency. When in doubt, the default action is always to disclose and to seek clarification from the board.