Distribution Policy

GREENPAY FOUNDATION – DISTRIBUTION POLICY

The GreenPay Foundation Ltd (ABN 86 681 568 258) (we, us or our), is on a mission to help restore and protect our natural environment. We do this by:

1. making donations to charitable organisations, such as those defined as entities registered with the ACNC or similar regulatory bodies in other jurisdictions, whose purposes may include, but are not limited to charitable purposes recognised by the ACNC, who are taking practical steps to solve specific and immediate environmental issues; and
2. conducting research, education and advocacy on environmental issues, their implications on individuals, communities, and businesses, and the possible solutions
3. investing in recipients building long-term solutions that solve challenges related to climate change, biodiversity loss, sustainable food production, material circularity and other pressing environmental concerns.
4. organising or participating in direct environmental activities, projects, and events consistent with the Foundation’s purpose

This Policy establishes how we determine which organisations, projects and ideas we make distributions to, and the guardrails we have in place to ensure we’re doing what we say we will.

Purpose

The purpose of this Policy is to:

• confirm the mission of the GreenPay Foundation
• provide transparency on how we obtain the funds we intend to distribute (Distribution Funds);
• highlight the types of organisations and entrepreneurs we may distribute to;
• outline the role of the Advisory Board, including;
  • confirming how the Advisory Board determines who to distribute to; and
  • ensuring that the proposed purpose for any distributions is aligned with our vision, mission and values.

Application

This policy applies to all sourcing and use of Distribution Funds, and applies to all members of the Advisory Board.

Source of Distribution Funds

Most funds that we intend to distribute will be generated through our for-profit business activities which is the operation of a purpose-led payment processing business, GreenPay Australia Pty Ltd. GreenPay Australia Pty Ltd commits to donating 50% of profits. The GreenPay Foundation may also receive private donations.

Funding decisions will be made by the Advisory Board (see below) in line with the documented strategy noted on the website and in the introduction section of this policy.

While it is intended that the majority of the funds will be distributed each financial year to recipient organisations, the Advisory Board may elect to hold funds back at their discretion i.e. to ensure fulfilment of a multi-year donation commitment.

Funds may be held in a distinct GreenPay Australia Pty Ltd account, or may be held in the GreenPay Foundation Ltd accounts.

Advisory Board

Subject to the requirements of this section, the GreenPay board may appoint members to the GreenPay Foundation Advisory Board from time to time.

The composition of the Advisory Board will be informed by the breadth and depth of expertise and experience useful for the impactful allocation and use of the Distribution Funds.

The Advisory Board will be composed of the GreenPay Founder / CEO and a select group of no less than two independent members who are subject matter experts. It is anticipated the Advisory Board will include expertise in (without limitation):

• Conservation, climate change, biodiversity, or ecology
• Grant-making, philanthropy, fundraising, or charity
• Impact investments or venture capital

A person may not be appointed to the Advisory Board unless that person has entered into an agreement in a form required by us, including an undertaking to comply with this Policy.

The role of the Advisory Board (and its members) is to carry out the following:

• determining which organisations or businesses are eligible to receive the Distribution Funds in light of our vision, mission and values (which can be found at www.greenpay.au/about and www.greenpay.au/foundation);
• determining the purpose of the distribution and whether it is consistent with, and would not be detrimental to, our strategic and charitable objectives;
• ensuring that it is aware of the source of funding for each donation and is satisfied that the funds were not derived from activity that was, or is, illegal;
• giving due regard to any reputational risk for us which may derive from the provision of any particular donation;
• keeping clear records and minutes of all meetings held and decisions made by the Advisory Board; and
• keeping clear records and accounts of all transactions involving Distribution Funds.

Each member of the Advisory Board must:

• act honestly, responsibly, in good faith and in the best interests of us;
• disclose to us all relevant interests including any potential, actual or perceived conflicts of interest in a timely manner;
• exercise a reasonable degree of care and diligence that a person in an equivalent position would reasonably be expected to exercise;
• not do anything that may be harmful to our reputation;
• not advertise, publish or release information to the public, media or any third party concerning our operations without our prior written consent; and
• not make any false or misleading representations in respect of us or any goods, products or services marketed by or for us or any donations intended to be made by us.

Meetings

The schedule and structure of meetings of the Advisory Board will be determined by us from time to time, and on written notice to the then current members.

It is anticipated that meetings of the Advisory Board:

• will be held on a yearly basis or at any other time determined reasonably necessary by us on at least 10 business days prior written notice to the Advisory Board members;
• will be on a date and at a time that accommodates most, if not all, Advisory Board members;
• may take place in person, by telephone or by electronic means; and
• will have any matters put in the meeting decided by majority vote, where each person attending the meeting shall have one vote.

The Advisory Board will appoint a member at each meeting to take minutes of the meetings. Following any meeting, members will be provided with a copy of the minutes.

Access to information

We will use all reasonable endeavours to ensure that members of the Advisory Board have access to persons who conduct the day-to-day management of us and, where requested, information as is reasonably necessary to perform their role as an Advisory Board member.

Amendments

We may, at any time and at our discretion, vary this Distribution Policy by publishing the amended Distribution Policy on our website.

For any questions or notices, please contact us at:

GreenPay Foundation Ltd (ABN 86 681 568 258)
Email: hello@greenpay.au