Neftaly: Director Ethics Code
Upholding Integrity at the Highest Level of Governance
At Neftaly, ethics is the cornerstone of our leadership. We expect our Board of Directors to uphold the highest standards of integrity, professionalism, and accountability. The Neftaly Director Ethics Code outlines the ethical principles and conduct required of all directors, ensuring that their influence, decisions, and behaviors reflect the organization’s mission, values, and responsibilities to stakeholders.

Purpose of the Director Ethics Code
Promote ethical leadership and decision-making

Prevent conflicts of interest and misuse of authority

Build trust with stakeholders through transparency and accountability

Ensure directors serve in the best interest of Neftaly and its communities

Core Ethical Principles for Directors
???? 1. Integrity and Honesty
Directors must act honestly and ethically in all decisions and interactions. They are expected to represent Neftaly with dignity, consistency, and truthfulness, both internally and externally.

???? 2. Loyalty and Duty of Care
Directors must prioritize Neftaly’s mission and the interests of the organization above personal or outside interests. They are responsible for acting with due diligence, care, and informed judgment at all times.

???? 3. Transparency and Accountability
Directors are required to disclose relevant information and avoid any appearance of impropriety. They must be open about their decision-making processes and accept responsibility for their actions.

???? 4. Confidentiality
Directors must protect confidential and sensitive information acquired through their role and not use it for personal advantage or to the detriment of Neftaly.

???? 5. Respect and Inclusion
Directors shall treat all colleagues, staff, partners, and stakeholders with respect, fairness, and inclusivity, promoting a culture that reflects Neftaly’s diversity, equity, and inclusion commitments.

???? 6. Compliance and Lawfulness
Directors must comply with all applicable laws, regulations, and Neftaly policies. Unethical or illegal behavior, including bribery, discrimination, or corruption, will not be tolerated.

Conflict of Interest Policy
Directors must disclose any actual or potential conflicts of interest.

Conflicted directors must recuse themselves from related discussions and decisions.

All disclosures are recorded in the Conflict of Interest Register and reviewed annually.

Gifts and Benefits
Directors must not solicit or accept gifts, hospitality, or favors that could influence, or appear to influence, their independence or judgment.

Modest, token gifts may be accepted only if they do not compromise ethical standards and are reported per policy.

Use of Position and Resources
Directors must not use their position to gain personal or professional advantage.

Neftaly assets, including information and relationships, must be used solely for organizational purposes.

Breaches and Disciplinary Action
Alleged breaches of the Director Ethics Code will be investigated by the Governance or Ethics Committee.

Breaches may result in sanctions including censure, removal from board duties, or referral to legal authorities if necessary.

Annual Ethics Declaration
All directors are required to:

Sign an annual ethics and conflict of interest declaration

Participate in annual ethics and governance training

Promptly update their disclosure if circumstances change

Conclusion
Neftaly’s Director Ethics Code is more than a policy—it is a commitment to leading with principle, purpose, and accountability. Our board is entrusted with safeguarding the mission, reputation, and future of Neftaly, and this trust is built on an unshakable foundation of ethical conduct.