Grace Gawler Institute Conflict of Interest Policy
(modified from ACNC template and tabled at monthly director’s meeting, Dec 2019)
The purpose of this policy is to help the directors of GGI to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of GGI and manage conflict of interest risk.
The GGI directors aim to ensure that board members are aware of their obligation 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 GGI.
This policy applies to the directors of GGI.
- Definition of conflicts of interests
A conflict of interest occurs when a person’s personal interests’ conflict with their responsibility to act in the best interests of the Grace Gawler institute.
Personal interests include direct interests, as well as those of family, friends, or other organisations a person may be involved with.
It also includes a conflict between a GGI director and another duty that the director has (for example, to another charity). 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 charity.
Therefore, these situations must be managed accordingly.
This policy has been developed to address conflicts of interest affecting the GGI.
Conflict of interest are common, and they do not need to present a problem to the charity as long as they are openly and effectively managed.
It is the policy of the GGI, as well as a responsibility of the directors, 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 the GGI.
The GGI 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.
5.1. Responsibility of the directors
The directors are responsible for:
- establishing a system for identifying, disclosing and managing conflicts of interest across the charity
- monitoring compliance with this policy, and
- reviewing this policy on an annual basis to ensure that the policy is operating effectively.
The charity must ensure that its directors are aware of the ACNC governance standards, particularly governance standard 5, (https://www.acnc.gov.au/for-charities/manage/governance-standards/governance-standard-5-duties-responsible-persons/what-are )and that they disclose any actual or perceived material conflicts of interests as required by governance standard 5.
5.2. Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be entered into GGI’s register of interests, as well as being raised with at a directors meeting.
Where a director shares a conflict, the directors collectively should refer to ACNC Governance Standard 5 to ensure that proper disclosure occurs.
The register of interests must be maintained by GGI’s public officer. The register must 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).
5.3 Confidentiality of disclosures
Will be decided in a discussion between the directors.
- Action required to manage conflicts of interest
6.1. Conflicts of interest of board members
Once the conflict of interest has been appropriately disclosed, the directors (excluding the director who has made the disclosure) must decide whether or not those conflicted directors 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 director from regularly participating in discussions, it may be worth the directors considering if it is appropriate for the person conflicted to resign from the board.
6.2. What should be considered when deciding what action to take
In deciding what approach to take, the directors 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 charity’s objects and resources, and
- the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the charity.
The approval of any action requires the agreement of at least a majority of the directors (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.
- 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 directors may initiate an action against them. In the worst-case scenario, this may include seeking to terminate their relationship with the charity.
If a person suspects that a director has failed to disclose a conflict of interest, they must provide a description of relevant potential actions and attempt to resolve the issue.
For questions about this policy, contact Philip (Pip) Cornall, Public Officer for The Grace Gawler Institute via the contact page.