Purpose
The purpose of this Conflict-of-Interest Policy is to protect the integrity and impartiality of Conscience by providing a framework to identify, disclose, and manage potential conflicts of interest. This policy applies to all employees, officers, board members, sub-contractors, and volunteers of Conscience.
It is important that all decision-makers understand their obligations when a conflict of interest arises. This policy establishes a framework within which Conscience requires its decision-makers to act. The purpose of this Policy is to provide general direction so that conflicts of interest are managed appropriately and in a timely manner.
Definition of Conflict of Interest
A conflict of interest arises in any situation where a decision-maker’s duty to act solely in the best interests of Conscience is compromised or impeded by any other interest, relationship or duty of the decision-maker. The situations in which conflicts of interest may arise cannot be set out exhaustively. The distinction between a conflict of interest and a material conflict of interest cannot be set out exhaustively and must be considered on a case-by-case basis. Conflicts of interest generally arise in the following situations:
- Transacting with Conscience
When a decision-maker transacts with Conscience directly or indirectly. When a decision-maker has a material direct or indirect interest in a transaction or contract with Conscience.
- Personal Relationships
When Conscience conducts business with suppliers of goods or services or any other party of which a relative or member of the household of a decision-maker is a principal, officer or representative.
- Gifts
When a decision-maker or a member of the decision-maker’s household or any other person or entity designated by the decision-maker accepts gifts, favors, or hospitality that may influence or appear to influence decision-making.
- Acting for an Improper Purpose
When a decision-maker exercises their powers motivated by self-interest or other improper purposes.
- Appropriation of Corporate Opportunity
When a decision-maker diverts to his or her own use, an opportunity or advantage that belongs to Conscience.
- Duty to Disclose Information of Value to Conscience
When a decision-maker fails to disclose information that is relevant to a vital aspect of Conscience’s affairs.
- Serving on Other Corporations
A decision-maker may be in a position where there is a conflict of “duty and duty”. This may arise where the decision-maker serves as a director of two corporations that are competing or transacting with one another. It may also arise where a decision-maker has an association or relationship with another entity. For example, if two corporations are both seeking to take advantage of the same opportunity. A decision-maker may be in possession of confidential information received in one boardroom or related to the matter that is of importance to a decision being made in the other boardroom. The decision-maker cannot discharge the duty to maintain such information in confidence while at the same time discharging the duty to make disclosure. The decision-maker cannot act to advance any interests other than those of Conscience.
Disclosure of Conflicts of Interest
All individuals covered by this policy must disclose any potential conflicts of interest to the Chief Executive Officer or the Board Chair in writing as soon as they arise. This includes disclosing:
- The nature of the conflict.
- The parties involved.
- Any relevant information that may assist in evaluating the conflict.
Where the Board Chair has a conflict, notice shall be given to another Director and every subsequent reference to Board Chair in this policy shall be deemed to be a reference to that other Director. The disclosure shall be sufficient to disclose the nature and extent of the conflict of interest. Disclosure shall be made at the earliest possible time and, where possible, before any discussion and vote on the matter.
Management of Conflicts of Interest
Once a conflict of interest has been disclosed, the Chief Executive Officer or the Board Chair will:
- Review the disclosed conflict and assess its potential impact.
- Determine whether any actions are necessary to manage or mitigate the conflict.
- Document the conflict and any actions taken in a central record to enable regular review and management of conflicts whether or not they are declared during minuted meetings.
Actions to Mitigate Conflicts of Interest
Possible actions to mitigate conflicts of interest may include:
- Recusal from decision-making processes related to the conflict.
- Divestment of financial interests that create a conflict.
- Limiting or restricting certain activities or engagements.
- Seeking guidance from legal or ethical advisors.
Confidentiality
All information related to conflicts of interest disclosed under this policy will be treated confidentially and shared only with those who need to know to evaluate and manage the conflict.
Enforcement and Compliance
Failure to disclose or appropriately manage conflicts of interest may result in disciplinary action, up to and including termination of employment, termination of services or volunteer service. Compliance with this policy is a condition of employment or association with Conscience.
Review and Revision
This Conflict of Interest Policy will be periodically reviewed by the management and updated as necessary to ensure it remains effective and relevant.
