--- hsp: 012 title: NEAR House of Stake Conflict of Interest Policy description: Establishes principles for identifying, disclosing and managing conflicts of interest author: Hack Humanity discussions-to: https://gov.near.org/t/hsp-012-near-house-of-stake-conflict-of-interest-policy/42055 status: Living track: Decision type: Simple majority category: Legitimacy & Engagement stakeholders: See section "Stakeholders" created: 2026-02-17 requires: No dependencies --- ## Abstract Proposal for Version: v1.0 Audience: NEAR community Archive: [Version 0.3](https://gov.near.org/t/hsp-xxx-house-of-stake-conflicts-of-interest-policy/41813) This proposal adopts the Conflict of Interest Policy v1.0 for NEAR House of Stake. The Policy establishes principles for identifying, disclosing, and managing conflicts of interest. It defines a core principle for identifying conflicts of interest, and provides guidelines for disclosing and managing a Conflict of Interest. The intended outcome of ratifying this Policy is that House of Stake establishes standards for identifying, disclosing, and managing conflicts of interest, protecting the integrity and legitimacy of NEAR House of Stake. ## Payload
NEAR House of Stake Conflict of Interest Policy # NEAR House of Stake Conflict of Interest Policy ## Article 1 – Purpose NEAR House of Stake works because Stakeholders align their success with the success of the NEAR ecosystem. When separate interests might pull in a different direction, transparency maintains integrity and legitimacy. This Policy protects the legitimacy of NEAR House of Stake by establishing principles for identifying, disclosing and managing conflicts of interest. ## Article 2 – Scope and Application Governance Body Members and Endorsed Delegates are bound to this Policy through Constitutional Documents that refer to it with their respective obligations and enforcement mechanisms. Those documents include, but are not limited to: - NEAR House of Stake Constitution - NEAR House of Stake Proposals and Voting Procedures - NEAR House of Stake Screening Committee Charter - NEAR House of Stake Endorsed Delegates Charter - NEAR House of Stake Code of Conduct When evaluating whether another Stakeholder bound to this policy has appropriately identified, disclosed, and managed a Conflict of Interest, apply this framework from their perspective. ## Article 3 – Identifying a Conflict of Interest ### Core Principle A Conflict of Interest exists when a Stakeholder stands to gain benefits from a decision that are not proportionally available to other NEAR Stakeholders. Participation in decisions where a Stakeholder has a Conflict of Interest can undermine the legitimacy of NEAR House of Stake. ### Quick Assessment 1. Do I stand to gain something that most other Stakeholders do not? 2. How much would the benefit influence how I participate, compared with my concern for ecosystem outcomes? 3. If other Stakeholders knew about this benefit, would they have reasonable grounds to question whether I'm balancing ecosystem and personal interests appropriately? If any are "yes" or "uncertain," consider the factors below. ### Assessment Factors When a potential conflict exists, assess its nature and magnitude. **Nature of the benefit:** - Economic (payments, funding, tokens, business value) - Professional (appointments, relationships, reputation, access) - Personal (relationships with beneficiaries, project alignment) **Magnitude of the benefit:** - Size of the benefit relative to your circumstances - Likelihood that you will receive the benefit - Number of others who will receive a similar benefit - Period over which you, and the ecosystem, will benefit ### Making the judgment Based on your assessment, ask: **Would this benefit influence my participation in ways that don't serve ecosystem interests?** If yes or uncertain, you have a Conflict of Interest to disclose. ## Article 4 – Disclosing a Conflict of Interest When you have identified a Conflict of Interest, your primary action should be to disclose it. ### When to Disclose Disclose a Conflict of Interest in a decision before participating in that decision, including public or private advocacy, delegation and voting. If you identify a conflict after you've already participated, disclose immediately and clarify what actions you took before discovery. **When in doubt, disclose.** Over-disclosure is preferable to under-disclosure. ### What to disclose - Nature of the benefit (economic, professional, personal) - Connection between the benefit and the decision - Magnitude if quantifiable, or context if not ## Article 5 – Managing Participation with a Conflict of Interest After disclosing a Conflict of Interest, only participate in that decision, including public or private advocacy, delegation and voting, in ways that serve rather than harm the decision process. In making this judgment, consider the following. **Participation may harm the decision process when:** - You stand to gain significant benefits not proportionally shared by other Stakeholders - Your participation would create reasonable doubt about the decision's legitimacy **Participation may serve the decision process when:** - You stand to gain only benefits that are proportionally shared by other Stakeholders - You are providing information or expertise that is valuable to the decision process # END OF NEAR HOUSE OF STAKE CONFLICT OF INTEREST POLICY
## **Context** NEAR House of Stake operates under a governance framework composed of binding Foundation Legal Documents and Constitutional Documents adopted by Tokenholders. The Conflict of Interest Policy preserves some elements, while changing others from [v0.3](https://gov.near.org/t/hsp-xxx-house-of-stake-conflicts-of-interest-policy/41813). Following the Forum discussion around 0.3, the Head of Governance undertook to finalize the Policy, and align it with the remaining Constitutional Documents, with support from Hack Humanity. ## **Problem** Multiple Constitutional Documents – including the Constitution, the Proposals and Voting Procedures, the Screening Committee Charter, and the Endorsed Delegates Charter – require Stakeholders to identify, disclose, and manage conflicts of interest in accordance with a Policy. Without a ratified Policy, those documents have no principles or guidelines to rely on. ## **Approach** The Policy preserves the **Purpose** defined in v0.3: to protect the legitimacy of NEAR House of Stake. **Incentive-aligned Stakeholder participation is a feature of NEAR House of Stake, not a bug**. Large tokenholders who want the value of their tokens to increase share that incentive with every other tokenholder, and often have valuable contextual knowledge to guide decisions. The Policy defines a Conflict of Interest as existing when a Stakeholder also has an incentive that is not shared by all Stakeholders. The Policy defines **disclosure as the primary mechanism** for managing Conflict of Interest, and secondarily provides guidelines for participation that **serves the decision process**. Transparency is central to the integrity of decision-making: while participating in a decision with a disclosed Conflict of Interest may still be helpful, participating with an *undisclosed* Conflict of Interest is much more likely to be harmful. The Policy **defines principles, and provides guidelines for judgment** rather than prescriptive rules. NEAR House of Stake is a permissionless, privacy-preserving system where, for unbound Stakeholders, Conflicts of Interest are often undetectable and a Policy is unenforceable. Setting strict rules that cannot be enforced would lead to repeated breaches that would **undermine** rather than protect legitimacy. Requiring disclosure in response to an allegation of Conflict of Interest could slow down decision-making, and potentially be weaponised. Furthermore, Conflict of Interest is **complex** – both assessing and managing it require judgment, and attempting to define all cases would lead to endless addition of rules. The Policy **leaves out operational details and examples**. It is designed to be accompanied by a Guide that provides operational details and examples to help Stakeholders identify, disclose, and manage conflicts of interest in practice. ## **End-to-end Value Hypothesis** On a standalone basis, this proposal establishes a clear, principle-based framework for identifying, disclosing, and managing conflicts of interest within NEAR House of Stake. ### **Objective** Establish the ratified Conflict of Interest Policy for NEAR House of Stake. ### **Outcome** Following ratification, two outcomes are intended or expected: 1. Intended: Stakeholders participating in House of Stake decisions bound to the Policy by a Constitutional Document, adopt shared practices for identifying, disclosing, and managing conflicts of interest, protecting the legitimacy of governance decision-making. 2. Expected: Constitutional Documents that reference the Conflict of Interest Policy can legitimately rely on its principles and guidelines for identifying, disclosing, and managing conflicts of interest. ### **Dependencies** This proposal has no dependencies on external documents, components, infrastructure, systems, or conditions. ## **Key Performance Indicators (KPIs)** Not applicable to this proposal. ## **Technical Specification** No software code, smart contract logic, or protocol-level changes are introduced by this proposal. ## **Backwards Compatibility** The Conflict of Interest Policy does not override or amend the authority of the Foundation Legal Documents. It is compatible with NEAR House of Stake Constitutional Documents, including prior interim versions of them. ## **Security Considerations** No security considerations identified. ## **Stakeholders** | Activity / Decision | Responsible | Accountable | Consulted | Informed | | :---- | :---- | :---- | :---- | :---- | | Conflict of Interest identification, disclosure and management | Each participating Stakeholder | Each participating Stakeholder | \- | NEAR forum | Stakeholders bound to the Policy by a Constitutional Document are accountable for compliance with it, under the terms of that document. ## **Implementation Plan** The implementation of this proposal will be complete when the Conflict of Interest Policy is published in the House of Stake Documentation. ## **Milestones** Once ratified and published, the Conflict of Interest Policy comes into and remains in effect until amended. ## **Budget & Resources** Not applicable. ## **Conflict of Interest** The author of this proposal is @HackHumanity, which is contracted by NEAR Foundation including for the implementation of this proposal. The production of this proposal is consistent with Hack Humanity's engagement in facilitating the [Governance Transition Program](https://gov.near.org/t/near-house-of-stake-governance-transition-program/41673). To avoid any potential conflict of interest, Hack Humanity and its team members will either not vote, or vote abstain on this proposal. ## **Copyright** Copyright and related rights waived via [CC0 1.0](https://creativecommons.org/publicdomain/zero/1.0/) ## **Authorship & Acknowledgment** **Authored by:** @danrandow and @klausbrave from @HackHumanity **Review and feedback from:** @haenko, @humbertobosso, @juanbell, @AK\_HoG, and Bianca Guimaraes (NF Legal)