Governance Policies

Preamble

Scope of application: These policies apply to the Dean, members of the Founding Council, members of all ranks, employees, volunteers and advisors, and to suppliers and partners to the extent of their dealings with the Association.

Legal framework:

• Law on Non-Governmental Organizations No. 12 of 2010
• Labour Law No. 37 of 2015
• Anti-Money Laundering and Counter-Terrorism Financing Law No. 39 of 2015
• The Association's internal bylaws

Versioning and review: Each policy carries a version number and an approval date. The policies are reviewed once a year, or whenever the law changes. Any amendment is approved by the Dean, and the new version is published on the Association's website.

Amounts and financial thresholds: Financial thresholds are set in Iraqi dinars (IQD). US dollar equivalents are calculated at the official rate of the Central Bank of Iraq (IQD 1,300 per USD). Thresholds are reviewed annually, or whenever the official exchange rate changes by more than 10%, and are amended by resolution of the Dean.

1. Human Resources Policy (GC-POL-01)

This policy ensures that employment and volunteering at the Association are based on merit, integrity and equal opportunity, in accordance with Labour Law No. 37 of 2015.

Article 1 — Equal opportunity

No applicant or employee shall be discriminated against on the grounds of sex, race, religion, sect, nationality, disability or political opinion.

Article 2 — Recruitment

1. A written job description is prepared for every vacancy before it is advertised.
2. Vacancies are advertised publicly on the Association's website and pages for at least 10 days.
3. A panel of three people conducts shortlisting and interviews, and records the evaluation scores in writing.
4. Qualifications and references (at least two) are verified before appointment.
5. Appointments are made by order of the Dean, under a written contract specifying pay, duties and duration.
6. Before starting work, the employee signs a declaration of commitment to the Association's policies and a conflict-of-interest disclosure.

Article 3 — Relatives

Relatives up to the second degree may not work in a direct supervisory relationship, and no one may sit on a recruitment panel assessing a relative.

Article 4 — Probation

A maximum of three months, at the end of which the employee receives a written evaluation.

Article 5 — Working hours and leave

In accordance with the Labour Law in force, including:

Article 6 — Pay

The Dean sets a written salary scale. Salaries are paid by documented bank transfer, with tax and social security deducted in accordance with the law.

Article 7 — Volunteers

Each volunteer signs a written volunteer agreement setting out their tasks. Volunteers may not fill a permanent position without pay, and only their documented expenses are reimbursed.

Article 8 — Appraisal and development

A written performance appraisal at least once a year, and an annual training plan that includes mandatory training on the Code of Conduct and the Safeguarding Policy.

Article 9 — Disciplinary action

Sanctions are graduated: verbal warning, written warning, suspension, and dismissal. The employee is notified of the alleged misconduct in writing and given 5 days to respond before any sanction is imposed. Fraud, exploitation and harassment are gross misconduct and may warrant summary dismissal.

Article 10 — Grievances

An employee may file a written grievance with the Dean within 15 days and shall receive a response within 15 days. The employee may also refer the matter to the competent authorities in accordance with the law.

Article 11 — Termination of employment

By 30 days' prior notice from either party, unless the contract or the law provides otherwise. The employee hands over all entrusted property and receives a certificate of service and all entitlements in full.

Article 12 — Personnel files

Kept confidential in accordance with the Personal Data Protection Policy (GC-POL-11), for five years after the end of employment.

2. Procurement Policy (GC-POL-02)

Every purchase made by the Association is carried out through documented competition that achieves the best value for money, with the request, approval, receipt and payment functions kept separate.

Article 1 — Principles

Transparency, fair competition, best value for money, accountability, and prevention of conflicts of interest.

Article 2 — Procurement methods by value

Splitting purchases to circumvent the above thresholds is prohibited. Where a donor requires stricter thresholds, the donor's thresholds apply to purchases under its grant.

Article 3 — Procurement Committee

Three members appointed by the Dean, none of whom is the requester. Each member signs a declaration of no conflict of interest before bids are opened, and the Committee records the evaluation criteria and results in signed minutes.

Article 4 — Procurement steps

1. A written purchase request from the requesting unit, stating specifications, quantity and estimated cost.
2. Confirmation of budget availability by the Finance Officer.
3. Collection of quotations or publication of a tender, according to value.
4. Evaluation and award against criteria announced in advance (price, quality, delivery time, warranty).
5. A signed purchase order or contract.
6. Receipt documented in a goods-received note by someone other than the buyer.
7. Payment by bank transfer after matching the request, the invoice and the goods-received note.

Article 5 — Exceptional single-source procurement

Permitted in emergencies or where a supplier is the exclusive agent, on the basis of a written justification memo approved by the Dean and kept in the procurement file.

Article 6 — Supplier due diligence

For every contract exceeding IQD 5,000,000, the supplier's legal registration is verified, and the supplier is screened against national sanctions lists and the UN Security Council Consolidated List.

Article 7 — Gifts and commissions

Accepting any gift, commission or benefit from a current or prospective supplier is prohibited. A supplier that offers one is excluded from dealing with the Association.

Article 8 — Records

Each procurement has a file containing the request, quotations, minutes, contract, invoice, goods-received note and proof of payment, retained for seven years.

3. Financial Policy (GC-POL-03)

The Association's funds are managed through a bank account in its name, with two signatures for every payment, an approved annual budget, and an independent external audit every year.

Article 1 — Financial year and currency

The financial year runs from 1 January to 31 December. The accounting currency is the Iraqi dinar; grants in other currencies are recorded at the official exchange rate on the date of receipt.

Article 2 — Sources of funds

Membership dues, donations and grants, income from activities and services, and other lawful revenue. No funding of unknown origin, or conditional on anything contrary to the Association's objectives or the law, is accepted. Foreign grants are reported in accordance with the requirements of the NGO Directorate.

Article 3 — Bank accounts

Opened exclusively in the Association's name by decision of the Dean. A separate account or cost code is opened for each grant whose donor requires it. Depositing the Association's funds in personal accounts is prohibited.

Article 4 — Dual signature

Every payment from the account requires two signatures: the Dean (or a person authorised by the Dean in writing) and the Finance Officer. No one may sign a payment from which they personally benefit.

Article 5 — Segregation of duties

No single person may combine approving a payment, recording it in the accounts, executing it, and reconciling the bank account.

Article 6 — Spending authority

Article 7 — Budget

The Finance Officer prepares the draft budget before 1 December, and the Dean approves it. Actual expenditure is compared with the budget every quarter, and any variance above 10% must be justified.

Article 8 — Cash and advances

• Payment by bank transfer is the rule.
• A petty cash fund not exceeding IQD 1,000,000, with no single payment above IQD 250,000, held by a named cashier and subject to a surprise count once a month.
• Temporary advances are settled with supporting documents within 15 days, and no new advance is granted before the previous one is settled.
• No personal loans are made from the Association's funds.

Article 9 — Supporting documents

Every accounting entry is based on an original document (invoice, contract, numbered receipt). Paid invoices are stamped “PAID” to prevent duplicate payment. Documents are retained for seven years or for the period required by the donor, whichever is longer.

Article 10 — Reconciliation and reporting

• A monthly bank reconciliation, signed by the preparer and the reviewer.
• A quarterly financial report to the Dean.
• Annual financial statements presented to the Founding Council and submitted to the NGO Directorate as required by law.
• Financial reports for each grant, in the format and on the dates set by the donor.

Article 11 — Audit

The Dean appoints a licensed, independent external auditor with no interest in the Association or its members. A summary of the audited financial statements is published on the Association's website every year.

Article 12 — Assets

An asset register for every asset worth more than IQD 500,000, recording an identification number, location and user, with an annual physical count.

4. Code of Conduct (GC-POL-04)

This Code sets out the required and prohibited behaviour for everyone who represents the Association. Every member, employee and volunteer signs it upon joining.

Section 1 — Obligations for everyone

1. Comply with the laws in force, the internal bylaws and the Association's policies.
2. Treat others with respect and dignity, without discrimination.
3. Keep confidential the information of the Association, its members and their projects.
4. Use the Association's resources only for its purposes.
5. Disclose any conflict of interest as soon as it arises.
6. Report any violation they become aware of through the reporting channels (GC-POL-08).
7. Be accurate and truthful in reports, data and correspondence.

Section 2 — Prohibited conduct

• Bribery in all its forms, whether offering, accepting or brokering.
• Verbal, physical or online harassment, and bullying.
• Exploitation or abuse in any form (GC-POL-09).
• Using the Association's name or membership ID for personal or commercial gain without written permission.
• Exploiting members' information, or investment opportunities available within the Association, for personal benefit.
• Speaking to the media on behalf of the Association without authorisation from the Dean.
• Using the Association's platform for any partisan activity or election campaigning.
• Working under the influence of alcohol or drugs.
• Defaming or insulting members or partners on social media.

Section 3 — Gifts and hospitality

• Token gifts may be accepted if their value does not exceed IQD 50,000 per occasion, and IQD 150,000 per year in total from the same source.
• Any gift, however small, from a party to a pending tender, transaction or membership application must be refused.
• Anything above the limit is returned or handed over to the Association, and every gift worth more than IQD 25,000 is entered in the gifts register.
• Cash gifts and cash equivalents (top-up cards, vouchers) are prohibited regardless of value.
• The Association gives public officials only commemorative items bearing its logo at public events, within the same limit.
• Customary hospitality (a working meal, a public event) is acceptable if it is reasonable, infrequent and not linked to a pending decision.

Section 4 — Communication and media

The Dean, or a person authorised by the Dean in writing, is the official spokesperson. Members' personal opinions on social media represent themselves and are not attributed to the Association.

Section 5 — Relations between members

Partnerships and investments between members are based on written contracts and full disclosure of material information. The Association is a networking platform and does not guarantee the outcome of any investment. Members are encouraged to resolve their disputes through the arbitration and mediation mechanisms adopted by the Association.

Section 6 — Violations

Action is taken by decision of the Dean after a written investigation in which the person concerned is heard.

5. Code of Ethics (GC-POL-05)

This Code sets out the values on which the Association's decisions are built. The Code of Conduct says “what we do”; this Code says “why”. It is the reference for any situation not covered by the policies.

Core values

1. Integrity: truthfulness in word, keeping commitments, and refraining from any illegitimate benefit.
2. Trustworthiness: the Association's funds, its members' information and their trust are held in trust by everyone responsible for them.
3. Fairness and equality: equal opportunities for all under published criteria, without favouritism or discrimination.
4. Transparency and accountability: we publish our policies and financial reports, and we take responsibility for our decisions.
5. Respect and dignity: we respect diversity of affiliations and opinions, and uphold the dignity of every person.
6. Excellence: we perform our work to the highest possible professional standard.
7. Social responsibility: we seek to ensure that our members' projects serve the national economy, job creation and the environment.
8. Independence: the Association is independent of any party or political body, and accepts no funding that compromises the independence of its decisions.

Ethical commitments to stakeholders

The ethical decision test

Before any ambiguous decision, ask yourself:

• Is it legal?
• Is it consistent with the Association's values and policies?
• Would I be comfortable with it being made public?
• Do I personally benefit from it at the expense of the Association or others?

If any answer is in doubt, consult the Dean or the legal advisor before acting.

6. Conflict of Interest Policy (GC-POL-06)

Everyone discloses any personal interest that may influence their decisions for the Association, and recuses themselves from the decision. Having a conflict is not a violation; concealing it is.

This policy is especially important because the Association brings together investors and entrepreneurs who may enter into deals with one another or with the Association.

Article 1 — Definition

A conflict arises when a person, a relative of theirs up to the second degree, or a company in which they hold a stake or a position, has a financial or personal interest in a decision or transaction of the Association.

Article 2 — Examples

• Nominating a company owned by the person or a relative as a supplier to the Association.
• Assessing a membership or promotion application of a relative or business partner.
• Promoting within the Association an investment opportunity in which the person holds a stake, without disclosing it.
• Arbitrating a dispute in which one of the parties is a partner or relative.

Article 3 — Disclosure

1. An annual written disclosure statement from members of the Founding Council, employees and committee members, listing relevant companies, positions and interests.
2. Immediate written disclosure whenever a new conflict arises during the year.
3. Every disclosure is entered in the Conflict of Interest Register kept by the Dean.

Article 4 — Management of conflicts

The interested person withdraws from discussion, voting and evaluation, and the withdrawal is recorded in the minutes. No transaction is concluded with a related party unless documented competition shows that it is on market terms or better.

Article 5 — Interests of the Dean

Where the Dean has an interest in a transaction, such as a partnership with companies the Dean owns, it is disclosed to the Founding Council in writing, and the file documents that its terms are equivalent to market terms. Such opportunities are offered to members as optional partnership opportunities and are not linked to membership or rank.

Article 6 — Breach

Failure to disclose is at least a moderate violation, and a serious one if it results in financial harm. The transaction may be cancelled and any benefit obtained recovered.

7. Anti-Corruption and Anti-Fraud Policy (GC-POL-07)

The Association applies a zero-tolerance approach to corruption and fraud. Every suspicion is investigated, and every proven case leads to termination of the relationship and recovery of funds.

Article 1 — Prohibited acts

• Bribery: offering, soliciting or accepting any benefit to influence a decision.
• Fraud: forging documents or invoices, inflating expenses, or concealing material information.
• Embezzlement: using the Association's funds or property for personal purposes.
• Facilitation payments: unofficial payments to public officials to speed up a procedure.
• Nepotism and favouritism: granting opportunities, contracts or ranks to those who do not merit them.
• Collusion: agreeing with suppliers on prices or the sharing of contracts.

Article 2 — Prevention

1. Dual signatures and segregation of duties (GC-POL-03).
2. Documented competition in procurement (GC-POL-02).
3. Annual conflict-of-interest declarations (GC-POL-06).
4. An anti-corruption clause in every contract with a supplier or partner, entitling the Association to terminate the contract immediately.
5. Mandatory annual training for employees and committee members.
6. An annual fraud risk assessment.

Article 3 — Response to suspicions

1. Suspicions are reported through the channels set out in GC-POL-08.
2. An investigation is opened within 5 working days, and evidence and records are secured immediately.
3. The person concerned may be temporarily suspended; this does not imply guilt.
4. The donor concerned is notified within the period required by the grant agreement, or within 7 days if none is specified.
5. Criminal cases are referred to the Federal Commission of Integrity or other competent authorities.
6. Funds are recovered, and returned to the donor if they came from its grant.

Article 4 — Responsibility

The Dean is responsible for implementing this policy. Where a suspicion concerns the Dean, the investigation is conducted by the external auditor or an independent legal advisor (see GC-POL-08).

8. Whistleblowing and Whistleblower Protection Policy (GC-POL-08)

Anyone, inside or outside the Association, has the right to report any wrongdoing confidentially and without fear of retaliation. Reports made in good faith are protected even if the wrongdoing is not proven.

Article 1 — What can be reported

Corruption and fraud, misuse of funds, harassment and exploitation, breaches of the law or of the Association's policies, and the concealment of any of the above.

Article 2 — Reporting channels

Article 3 — Handling of reports

1. Acknowledgement of receipt to the whistleblower within 3 working days.
2. Preliminary assessment within 10 working days.
3. Investigation by a person with no involvement in the matter.
4. The whistleblower is informed of the general outcome, without prejudice to the privacy of others, within a maximum of 60 days.

Article 4 — Protection

• The whistleblower's identity is confidential and is disclosed only with their consent or by court order.
• Any retaliation (dismissal, demotion, membership freeze, threats) is prohibited, and retaliation is itself a serious violation.
• Deliberately false or malicious reporting is a violation dealt with under the Code of Conduct.

Article 5 — Records

A confidential register of reports and their outcomes is kept for five years, and an anonymised statistical summary is included in the annual report.

9. Policy on Protection from Sexual Exploitation and Abuse (PSEA) (GC-POL-09)

The Association is committed to protecting everyone who deals with it from exploitation and abuse in all its forms, in line with the six core principles adopted by the Inter-Agency Standing Committee (IASC) and the UN Secretary-General's Bulletin ST/SGB/2003/13.

Article 1 — Scope

Members, employees, volunteers, trainees in the Association's incubator, users of its co-working spaces, and every beneficiary of its programmes.

Article 2 — Binding principles

1. Exploitation and abuse constitute gross misconduct and are grounds for immediate termination of the relationship.
2. Any such activity with persons under the age of 18 is prohibited; mistaken belief regarding age is not a defence.
3. Using any service, funding, investment opportunity, membership or promotion to obtain an unethical favour, or to humiliate any person, is prohibited.
4. Relationships involving unequal power (an investor and an early-stage entrepreneur, a trainer and a trainee) are subject to the highest standards of professionalism.
5. Anyone who becomes aware of a suspicion is obliged to report it immediately.
6. Managers are obliged to create an environment that prevents such conduct.

Article 3 — Prevention

• Conduct and reference checks before employment or acceptance into membership.
• Mandatory training upon joining and once a year.
• Appointment of a PSEA Focal Point by the Dean; appointing one man and one woman is preferred.
• A safeguarding clause in contracts with suppliers and partners.
• Mentoring and training meetings held in open spaces, or with a third party present on request.

Article 4 — Response

A survivor-centred approach: the survivor's safety and the confidentiality of their identity are ensured, and with their consent they are referred to competent support services. An investigation is opened within 48 hours, the donor concerned is notified in accordance with its agreement, and criminal cases are referred to the competent authorities.

Article 5 — Reporting

Through the channels set out in GC-POL-08, or directly to the PSEA Focal Point, with full guarantees of confidentiality and non-retaliation.

10. Anti-Money Laundering and Counter-Terrorism Financing (AML/CFT) Policy (GC-POL-10)

The Association accepts no funds, membership or partnership before verifying the identity of the person concerned and the source of their funds, in accordance with Anti-Money Laundering and Counter-Terrorism Financing Law No. 39 of 2015 and the Recommendations of the Financial Action Task Force (FATF), including Recommendation 8 on non-profit organisations.

This policy is particularly sensitive because the Association includes investors and facilitates investment partnerships, and it is the first thing banks and donors examine.

Article 1 — Know Your Customer (KYC)

Before accepting any member, donor or partner, the following are required:

• A valid official identity document, for individuals.
• A certificate of registration and the names of beneficial owners (holding 25% or more), for companies.
• A source-of-funds declaration for every donation or investment exceeding IQD 15,000,000.

Article 2 — Sanctions screening

Every member, donor, supplier and partner is screened against the UN Security Council Consolidated List, Iraqi national lists, and any list required by a donor. Each screening is documented with its date and result, and repeated once a year.

Article 3 — Enhanced due diligence

Applies to politically exposed persons (PEPs), large cash amounts, and transfers from high-risk jurisdictions as identified by the FATF, and requires the Dean's written approval.

Article 4 — Cash

Cash donations exceeding IQD 5,000,000 are not accepted and must be made through a bank. Every cash amount is recorded with a numbered receipt and deposited within 3 working days.

Article 5 — Red flags

• Refusal to provide identity information or the source of funds.
• A request to return a donation to a third party or to a different account.
• Amounts inconsistent with the person's known activity.
• Splitting amounts to stay below verification thresholds.
• Use of shell companies or unjustified intermediaries.

Article 6 — Reporting

Suspicious transactions are reported to the Anti-Money Laundering and Counter-Terrorism Financing Office of the Central Bank of Iraq, without informing the party concerned. The Dean appoints a Compliance Officer for this task.

Article 7 — Partnerships between members

Investments made directly between members are their own responsibility, and their funds do not pass through the Association's accounts. The Association reminds members to comply with legal requirements in their dealings.

Article 8 — Records

Verification and transaction records are retained for at least five years after the end of the relationship.

11. Personal Data Protection Policy (GC-POL-11)

The Association collects only the personal data it needs, uses it for the stated purpose, and does not share it without consent or a legal basis. This policy is based on the principles of the EU General Data Protection Regulation (GDPR), as the standard required by international partners.

Article 1 — Data collected

Article 2 — Principles

Lawfulness and transparency, purpose limitation, data minimisation, accuracy, storage limitation, security and confidentiality, and accountability.

Article 3 — Consent

The data subject gives explicit consent when providing their data. Publicly publishing a member's name, photo or project, or sharing their data with an investor, requires separate consent.

Article 4 — Rights of the data subject

To access their data, to have it corrected, to request its erasure unless the law requires it to be retained, and to withdraw consent. Requests are answered within 30 days.

Article 5 — Security

• Access rights granted on a need-to-know basis, and reviewed every 6 months.
• Strong passwords and two-factor authentication for the website's control panel and official accounts.
• Encryption of sensitive documents (identity documents, financial data).
• Regular backups.
• A confidentiality agreement with every service provider that processes data.

Article 6 — Data breaches

The Dean is notified within 24 hours of the discovery of any breach, and affected individuals are notified within 72 hours where the risk to them is serious.

Article 7 — Retention periods

Members' data: for the duration of membership and five years thereafter. Rejected membership applications: one year. Financial records: in accordance with GC-POL-03. Data is then securely deleted.

Resolution of Adoption and Declaration of Commitment

Resolution adopting the policies

Pursuant to the internal bylaws of the Grand Covenant Association, and on the basis of what is presented at the meeting of the Founding Council, the Dean of the Association resolves as follows:

1. To adopt policies GC-POL-01 to GC-POL-11, first edition (Version 1.0).
2. The policies take effect from the date of the resolution of adoption.
3. The policies are published in Arabic and English on the Association's website; in case of any discrepancy, the Arabic text prevails.
4. Every member, employee and volunteer signs the declaration of commitment.
5. The policies are reviewed once a year.

The Dean: Zakariya Yahya Abdul-Hussein Mahdi (Zakariya Al-Rubaie)

Declaration of commitment

I, the undersigned, declare that I have read and understood the policies of the Grand Covenant Association (GC-POL-01 to GC-POL-11), and I undertake to:

• Apply these policies in all my dealings with the Association or on its behalf.
• Disclose any actual or potential conflict of interest.
• Report any violation I become aware of.
• Keep the information of the Association and its members confidential.

I understand that breaching them may lead to termination of my membership or employment, and to legal accountability where applicable.