Purpose
The purpose of this policy is to help board members, employees, members and volunteers of WorldShare (workers) to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of the organisation and manage risk.
Objective
WorldShare aims to ensure that workers are aware of their obligations to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of organisation.
Definition of conflicts of interests
(a) A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of Worldshare. Personal interests include direct interests as well as those of family, friends, or other organisations a person may be involved with or have an interest in (for example, as a shareholder). It also includes a conflict between a worker’s duty to the organisation and another duty that the worker has (for example, to another organisation). A conflict of interest may be actual, potential or perceived and may be financial or non-financial.
(b) These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the organisation and must be managed accordingly.
Policy
a) This policy has been developed because conflicts of interest commonly arise, and do not need to present a problem to the workers if they are openly and effectively managed. It is the policy of WorldShare that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with their obligations to WorldShare.
b) Workers will manage conflicts of interest by:
i. avoiding conflicts of interest where possible;
ii. identifying and disclosing any conflicts of interest;
iii. carefully managing any conflicts of interest; and
iv. following this policy and respond to any breaches.
Board responsibilities and disclosures
a) The board is responsible for:
i. establishing a system for identifying, disclosing and managing conflicts of interest across the organisation;
ii. monitoring compliance with this policy; and
iii. reviewing this policy on an annual basis to ensure that the policy is operating effectively.
b) Board members must disclose any actual or perceived material conflicts of interests as required by ACNC Governance Standard 5.
Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest, for a board member or the CEO is identified, it must be entered into organisation’s register of interests, as well as being raised with the board. Where all of the other board members share a conflict, the board should refer to ACNC Governance Standard 5 to ensure that proper disclosure occurs. The register of interests must be maintained by [person/role], and record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
Confidentiality of disclosures
Disclosures of conflicts of interests will be restricted to the Board.
Action required for management of conflicts of interest at a board level
Conflicts of interest of board members
a) Once the conflict of interest has been appropriately disclosed, the board (excluding the board member disclosing and any other conflicted board member) must decide whether or not those conflicted board members should:
i. vote on the matter (this is a minimum),
ii. participate in any debate, or
iii. be present in the room during the debate and the voting.
b) In exceptional circumstances, such as where a conflict is very significant or likely to prevent a board member from regularly participating in discussions, it may be worth the board considering whether it is appropriate for the person conflicted to resign from the board.
What should be considered when deciding what action to take
a) In deciding what approach to take, the board will consider:
iv. whether the conflict needs to be avoided or simply documented.
v. whether the conflict will realistically impair the disclosing person’s capacity to impartially participate in decision-making.
vi. alternative options to avoid the conflict.
vii. the charity’s objects and resources.
viii. the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the charity.
b) The approval of any action requires the agreement of at least a majority of the board (excluding any conflicted board member/s) who are present and voting at the meeting. The action and result of the voting will be recorded in the minutes of the meeting and in the register of interests.
Managing conflicts of interest for Workers (other than Board members or CEO)
a) In the event that circumstances result in a real, perceived or potential conflict of interest the worker must notify the CEO and take all reasonable steps to manage the conflict.
b) This includes discussing with the CEO appropriate actions to mitigate the risk posed and for significant risks may involve setting out this in writing in a written declaration to the CEO. This could involve the person not being involved in the transaction or with the organisation.
Gifts, hospitality and other benefits
a) Accepting gifts and other benefits has the potential to compromise a worker’s integrity by creating a sense of obligation and undermining impartiality.
b) Workers should take all reasonable steps to politely discourage or decline gifts and any other offers of hospitality or benefits.
c) Where it is not possible or impolite to decline a gift, hospitality or benefit, and the benefit is of negligible value (such as a pen or modest hospitality like a simple morning tea or lunch) the worker can accept the benefit. If the worker is offered or accepts a gift or benefit with a value of more than $200, the worker must complete a declaration to the CEO (the CEO or a Director who receives such a gift must declare this to the Chair of the Board).
d) Although a declaration form will not need to be completed in relation to gifts or benefits under $200 in value, staff should in all instances advise their manager if an offer of any gift or benefit is received.
e) If a gift or other benefit is accepted, the worker must agree on the most appropriate option with their manager, such as:
i. personal consumption or use;
ii. donating the gift to a charity and advising the relevant person of the donation;
iii. sharing the gift with colleagues, for example, placing a bunch of flowers in a central place within the office; or
iv. sharing the gift as part of business functions (such as a meeting with others).
Outside employment/positions
a) The CEO must not engage in paid employment including contract work or other voluntary board positions without the Board’s approval.
b) All employees must request approval from the CEO for any employment, including contract work, outside of WorldShare.
Compliance with this policy
a) If the board has a reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances.
b) If it is found that this person has failed to disclose a conflict of interest, WorldShare may take action against them. This may include seeking to terminate their relationship with WorldShare.
c) If a person suspects that a board member has failed to disclose a conflict of interest, they should discuss this with the person in question and notify the Chair of the board.