NSFF

Policy · 2026

Conflict of Interest Policy

The purpose of this policy

1. This policy is issued by The National Space Flight Foundation Limited (the NSFF) applies to transactions carried out by the NSFF.

2. This Policy is intended to provide guidance on how to deal appropriately with situations that involve, or may appear to involve, conflicts of interest, and to comply with the relevant provisions of the company’s Constitution and the ACNC Governance Standards. Relevant extracts from these documents are appended to this policy

Policy

3. It is the NSFF’s policy that conflicts of interest and appearances of conflicts of interest be kept to a minimum.

4. However, the NSFF will benefit from including Directors with close associations with other charitable entities that are appropriate recipients of grants. It is predictable that people with interest and expertise in the not-for-profit sector often will have such associations. The NSFF will not discriminate against worthy grant recipients because its Directors serve those recipients in some role.

5. This Policy describes, among other things, how decisions involving these and similar situations should be dealt with to ensure the integrity of the process. Its basic purpose is to avoid both the reality and the perception that Directors have used their positions to derive inappropriate financial, personal or institutional benefits, and it should be interpreted and applied to achieve this purpose.

6. In order to assure impartial decision making, it is the policy of the NSFF that any conflicts of interest, or apparent or potential conflicts of interest, be fully disclosed before a decision is made on the matter involved, and that no Director participate (other than by providing information) in any decision in which he or she has a conflict of interest.

7. It is the continuing responsibility of all Directors to review their outside business interests, philanthropic interests, personal interests, and family and other close relationships for actual, apparent, or potential conflicts of interest with respect to the Foundation, and to promptly disclose the nature of the interest or relationship.

Definition

8. Generally, a conflict of interest may occur if an interest or activity influences or appears to influence the ability of an individual to exercise objectivity or impairs the individual’s ability to perform his or her governance responsibilities in the best interests of the Foundations.

9. An individual is considered to have a potential conflict of interest in respect of a particular matter to be considered by the Board of Directors, grant-making or other Board committee when:

a. He or she or any member of his or her family1 may receive a financial or other significant benefit as a result of the individual’s position at the NSFF;

b. The individual has the opportunity to influence the NSFF's granting, business, administrative, or other material decisions in a manner that leads to personal gain or advantage; or

c. The individual has an existing or potential financial or other significant interest which impairs or might appear to impair the individual's independence in the discharge of her or his responsibilities to the NSFF.

General Procedures

10. When a Director begins his or her service with the NSFF, he or she shall file with the Chief Executive Officer a list of his or her principal business activities, as well as involvement with other charitable and business organisations, vendors or business interests, or with any other associations that might produce a conflict of interest.

11. In addition to the disclosure required by the previous paragraph, each Director is under an obligation to the NSFF and to the community served by the NSFF to inform the NSFF of any position he or she holds or of any business or vocational activity that may result in a possible conflict of interest or bias for or against a particular grantee, action or policy, at the time such grant, action or policy is under consideration by the NSFF grant-making committee or other board committee of the Foundations.

12. Any possible conflict of interest on the part of any Governor shall be disclosed to the Chair of the Board of Directors or the Chair of a grant-making or other board committee (in the case of committee members) and made a matter of record as soon as the issue in question is raised and a possible conflict is known.

13. When the Board, grant-making committee or other committee is to decide upon an issue about which a person has an unavoidable conflict of interest, that person shall not participate in the Board’s or the committee’s deliberation and vote on the issue, unless directly requested by the Chair of the Board or Chair of the relevant committee to provide factual information or answer factual questions that may assist the Board or committee in making a wise decision. The person will only physically absent himself or herself if requested by the Chair of the Board or Chair of the relevant committee. In no case shall that person vote on such matter or attempt to exert personal influence in connection therewith.

14. Disclosure and non-participation shall be recorded in the minutes of the meeting(s) at which the issue is discussed and decided.

Appendices

Appendix 1

Extract from the Constitution of the National Space Flight Foundation Ltd

21. Conflict

21.1 Disclosure

A director must promptly disclose to the board any actual, potential or perceived material conflict of interest, including an interest of a related party or a conflict between duties owed to the company and another person or body.

21.2 Receipt of papers

Unless the non-conflicted directors determine that the interest is immaterial and the law permits participation, the conflicted director must not receive confidential papers relating to the matter, be present for deliberation, vote, or be counted in the quorum. The minutes must record the disclosure, the director's absence and the decision made.

21.3 Transactions

The company must not enter into a related-party transaction unless the non-conflicted directors are satisfied, on reasonable evidence, that the transaction:

(a) furthers the objects;

(b) is on arm's-length terms or terms more favourable to the NSFF;

(c) is reasonable in amount; and

(d) complies with law and any applicable donor restriction. Independent advice or competitive quotations must be obtained where proportionate to the value and risk.

21.4 Register of interests

The company must keep registers of interests and related-party transactions and review them at least annually.

21.5 Loans

The NSFF must not make a loan, give a guarantee or provide security for the benefit of a director, former director or related party, except where expressly permitted by law and approved in advance by all non-conflicted directors as necessary to further the objects.

21.6 Breach

A breach does not become valid merely because it is described as a permitted interest. The NSFF retains all rights and remedies available under law and this constitution.

Appendix 2

Extract from the ACNC Governance Standards

Governance Standard 5

A charity must take reasonable steps to make sure that its Responsible People are subject to, understand, and carry out the duties set out in Governance Standard 5. These duties include: