Trustee Conflict of Interest Policy

From Wikimedia UK
Revision as of 11:15, 5 August 2009 by Mike Peel (talk | contribs) (some formatting... document needs copyediting.)
Jump to navigation Jump to search
Comment these rules are DRAFT
Comment These Rules are proposed for adoption by the Board under Article 28

Background

Individual board members have personal responsibilities, as directors and trustees, to ensure that the decisions they take are in the interests of the chapter as a whole rather than their personal interest. Where there is a situation where there is a conflict of interest, board members are expected to follow appropriate procedures on disclosure, voting and decision making.

The Memorandum of Association sets out the over-arching rules on conflicts of interest in clauses 5.5-7. A requirement in those articles cannot be overriden by anything in these Rules. They provide that:

No board member may:

  • Buy from
  • Sell to
  • Be employed by, or
  • Receive financial benefit from the chapter unless:
  1. The amount is reasonable
  2. A majority of board members does not receive a benefit
  3. The transaction is of a type allowed under clause 5.5

The restriction also applies to close family members and, in respect of remuneration, to companies which employ the director.

Rules

1. If a Board member

A conflict of interest may occur even where a board member does not have a personal financial interest in a third party, but has a historical connection including as a volunteer. All prior relationships with third parties which may create a potential conflict of interest must be discussed with the Company Secretary or the full board.

The board should consider the privacy rights of individual board members when discussing conflicts of interest. Appropriate use should be made of in camera board meetings and private discussions with board officers.

If a board member has a conflict of interest in a proposed transaction, they should excuse themselves from any vote on the transaction. They may take part in an initial discussion, but the board should adjourn to an in camera discussion without the conflicted board member present to make a final decision.

  • Expense claims must be accurate
  • If a Board member does not comply with these Rules with no reasonable excuse, the Board will consider disciplinary action against the board member. This may include removal of membership and hence directorship under Article 4.

They may be required to pay back any amounts which have been improperly paid.