Governance WG · Adopt Conflict-of-Interest Policy & Code of Conduct

Because contributors may be paid by the DAO for work they also vote on, integrity rules are Phase 1. In the Telegram thread a contributor stressed: "document the conflict of interest and stay away from decisions or payment to yourself." Saul proposed mandatory disclosure for any entity controlling >10% of token supply.

Both documents are written

The two policies this card asks for are drafted and sitting in the ratification set. The Conflict of Interest Policy (16,206 bytes) and the Code of Conduct (13,068 bytes) both last took substantive edits on 5 August 2026, in a commit titled "close the workbook review findings for ratification." They live in Shadaffy/radix-dao-governance, the operative repository, not in Shadaffy/radix-dao, which the framework's own index describes as the reference library of working drafts and activation history.

Neither policy gets its own vote. Under the GP-PRE-1 constitutional ratification proposal, the community ratifies the Charter, the DAO Parameters Registry and nineteen operational policies as one set – twenty-one documents, one YES. The Conflict of Interest Policy and the Code of Conduct are two rows in that table, which means this card is not a separate ballot item but part of the Phase 1 governance document set. A YES on GP-PRE-1 satisfies Activation Condition 6 of the Operating Agreement; it does not form the entity and does not make governance binding, which happens only at the Permanent RAC election and the Activation Vote that follow it.

The >10% threshold was considered and refused

The deliverable this card carried from the Telegram discussion – a disclosure mandate triggered at >10% of token supply – is not in the drafted policy, and its absence is deliberate. On what makes a financial interest material, §3.1 states that "there is no numeric threshold, and none is set in DAO Parameters," on the grounds that a figure would need calibrating against operating history the DAO does not have and against volatile token valuations, and would authorise non-disclosure beneath it. Disclosure is set wider still: §4.1 requires covered persons to declare all current financial interests in ecosystem entities, with no threshold at all.

The policy separates the two bars on purpose. Everything is disclosable; only a material interest forces recusal. Its reasoning is that disclosure is cheap and reversible where recusal costs the DAO a decision-maker, so the expensive act carries the higher bar – and that an undisclosed interest is one nobody but its holder can ever raise. The scope is role-based rather than holdings-based: RAC members, Treasury Signers, Working Group stewards with budget or execution authority, and contractors acting in a decision-making capacity. Token holders casting ordinary votes are outside it entirely.

Two provisions answer the transition directly. §3.5 treats consolidation of delegated functions – the same person elevating a proposal and then executing the treasury action it authorises – as a declaration duty rather than a recusal trigger, because a recusal reading would drop the RAC below its own non-recused floor and make routine oversight unperformable. §7 requires anyone who holds, or has held within three years, equity, a paid role or non-trivial token compensation from a predecessor entity with a material relationship to Radix to register that as a standing conflict, and to recuse from decisions that would benefit those entities or their former principals.

Reporting and enforcement already have a path

The enforcement route this card listed as undefined is set out in Code of Conduct §5 and §6. Reports go to the RAC through a designated channel, or to the Governance & Legal WG where the report concerns a RAC member; reporter identity is protected where disclosure would put them at risk, anonymous reports are accepted with the caveat that they limit what can be investigated, and retaliation against a good-faith reporter is itself prohibited conduct. On the Conflict of Interest side, §10 gives the RAC 30 days to investigate and issue a finding, with the accused heard before it is issued, and remedies that run from invalidating the tainted decision to a governance proposal to recover misappropriated funds.

Sanctions are graded – warning, temporary suspension, recommendation of removal from role, permanent exclusion – and the thresholds are graded with them: a warning or suspension goes under the RAC's routine decision rule, while permanent exclusion and any interim suspension require the emergency threshold. Permanent exclusion carries an appeal whether or not one is brought: where nobody appeals within 14 days, the exclusion is still referred for determination under the Dispute Resolution & Arbitration Policy before it takes effect.

No sanction reaches the vote

The sharpest line in either document is a limit the Code of Conduct places on itself. §6.3 states that no finding, sanction or interim measure affects a governance participant's eligible voting power, their entitlement to cast a vote, or the counting of a vote already cast. Suspension covers forums, calls, working groups, repositories, grant and compensation processes and candidacy for role – not voting.

The reason given is constitutional rather than charitable. Charter §12.1 entrenches XRD and LSU as eligible sources of voting power for all DAO governance votes, and Charter §13 voids a conflicting policy provision to that extent – so a code-of-conduct sanction that tried to disenfranchise someone would be unenforceable rather than severe. A DAO whose franchise is defined on-ledger cannot take it away in a moderation decision, and this policy says so rather than leaving it to be discovered.

Deliverables

• Draft the Conflict of Interest Policy and the Code of Conduct – both written, last revised 5 August 2026.
• Ratify both as part of the GP-PRE-1 document set (not as separate votes).
• Add the >10% token-supply disclosure mandate – declined in §3.1 in favour of no threshold for materiality and no threshold for disclosure.
• Define enforcement and the ethics-reporting path – Code of Conduct §5–§6 and CoI §10.
• Stand up the machinery the documents assume: a designated reporting channel, a public record for conflicts disclosures, and the RAC seats that receive both.

Dependencies & cross-references

• Operative repository: Shadaffy/radix-dao-governance, pending/governance/. The reference library holds working drafts and activation history.
• Ratified inside the Phase 1 governance document set; gates paid roles referenced in the Permanent RAC and WG stewardship.
• Enforcement depends on the RAC existing to receive reports, so nothing here bites before the election.

Sources

• Conflict of Interest Policy · Code of Conduct
• Governance framework pending adoption – ratification set and activation sequence
• RFC – DAO Governance Framework Reference Repo
• TG thread – conflict-of-interest guidance