CONFLICT OF INTEREST
Pledge to Restore
Conflict of interest policy
The purpose of this policy is to help board members of Pledge to Restore to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of Pledge to Restore and manage risk.
Pledge to Restore board, committee of management or other governance structure as relevant (called the ‘board’ in this policy) aims to ensure that board members 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 Pledge to Restore.
This policy applies to the board members of Pledge to Restore.
[It may be appropriate for your policy to apply to other people who work within the Pledge to Restore, for example, managers. If you include people other than board members, you will need to change the policy to take this into account.] A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the Pledge to Restore. 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 board member’s duty to Pledge to Restore and another duty that the board member has (for example, to another Pledge to Restore). A conflict of interest may be actual, potential or perceived and may be financial or non-financial. 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 Pledge to Restore and must be managed accordingly.
This policy has been developed because conflicts of interest commonly arise, and do not need to present a problem to the Pledge to Restore if they are openly and effectively managed. It is the policy of the [insert name of Pledge to Restore] as well as a responsibility of the board, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to Pledge to Restore. We will manage conflicts of interest by requiring board members to:
- avoid conflicts of interest where possible
- identify and disclose any conflicts of interest
- carefully manage any conflicts of interest, and
- Follow this policy and respond to any breaches.
4.1 Responsibility of the board
The board is responsible for:
- establishing a system for identifying, disclosing and managing conflicts of interest across the Pledge to Restore
- monitoring compliance with this policy, and
- Reviewing this policy on an annual basis to en
ure that the policy is operating effectively.
The Pledge to Restore must ensure that its board members are aware of the ACNC governance standards, particularly governance standard 5, and that they disclose any actual or perceived material conflicts of interests as required by governance standard 5.
4.2 Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be entered into Pledge to Restore’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 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
Details of who will have access to the information disclosed, such as restricting to board members. It may also be necessary to provide for an alternative disclosure mechanism if additional restrictions on disclosure are required.]
5. Action required for management of conflicts of interest
5.1 Conflicts of interest of board members
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:
- vote on the matter (this is a minimum),
- participate in any debate, or
- Be present in the room during the debate and the voting.
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.
5.2 What should be considered when deciding what action to take
- In deciding what approach to take, the board will consider whether the conflict needs to be avoided or simply documented
- whether the conflict will realistically impair the disclosing person’s capacity to impartially participate in decision-making
- alternative options to avoid the conflict
- the Pledge to Restore’s objects and resources, and
- The possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the Pledge to Restore.
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.
6. Compliance with this policy
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. If it is found that this person has failed to disclose a conflict of interest, the board may take action against them. This may include seeking to terminate their relationship with the Pledge to Restore.
If a person suspects that a board member has failed to disclose a conflict of interest, they must [relevant action, such as: discuss with the person in question, notify the board, or the person responsible for maintaining the register of interests].
This is what Pledge to Restore will do:
The Chief Officer (or Chair) will investigate the circumstances leading to the complaint and will communicate the results of the investigation to the complainant within a reasonable time – normally within 20 working days of the complaint being received. If the complaint is found to be justified, the President (or Chair) will agree any necessary further action with the complainant. The complainant will have the right – if dissatisfied with the results of the enquiry – to put their case, in writing, to an appeal panel of two Executive members, which will include at least one vice-chair. If the appeal is found to be justified, the appeal panel will agree any necessary
further action with the complainant. The decision of the appeal panel is final and no further appeal is possible. The President (or Chair) will keep the Executive Board informed of the number and nature of complaints, and the outcomes. S/he will report to the Board on this at least annually.