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14.2 Conflict of Interest Policy for the Board of Governors
This online version is for convenience; the official version of this policy is housed in the University Secretariat. In case of discrepancy between the online version and the official version held by the Secretariat, the official version shall prevail.
Approving Authority: Board of Governors
Original Approval Date: April 23, 2009
Effective Date: July 1, 2024
Date of Most Recent Review/Revision: April 18, 2024
Office of Accountability: University Secretariat
Administrative Responsibility: University Secretariat
1.00 Purpose
1.01 The purpose of this policy is to assist the Board of Governors (the “Board”) of 51本色 (the “University”), its Committees and its Members in the identification of possible Conflicts of Interest and to provide procedures for disclosure and management of any conflicts, real or perceived, that are identified.
1.02 Adherence to this policy should ensure that all Board decisions are made in the best interests of the University without any Conflict of Interest.
2.00 Definitions
2.01 Non-Arm’s Length Relationship: a relationship between individuals connected by blood, marriage, adoption, or otherwise. A non-arm's length relationship may also exist between individuals and partnerships or corporations.
2.02 Committee: for the purpose of this policy, committee means standing committee, sub-committee, task force, or working groups established by the Board.
2.03 Conflict of Interest: occurs when Personal Interests interfere, or are perceived to interfere, with the independent judgement required by Members in order to perform their duties and responsibilities in the interest of the University. Conflicts are generally divided into the following categories:
a. Actual Conflict of Interest: a situation where the Personal Interest actually conflicts with the Member’s obligations to the University and may result in the opportunity to further their Personal Interest.
b. Potential Conflict of Interest: a situation where a Member has a Personal Interest that could influence the performance of their duties or responsibilities as a Member, provided that they have not yet exercised that duty or responsibility; and
c. Perceived Conflict of Interest: a situation where a reasonably well informed and impartial person would apprehend that an Actual or Potential Conflict of Interest exists on the part of a Member, whether or not such a Conflict of Interest exists.
2.04 Advisors: includes experts or advisors, deemed necessary to help carry out the duties of the Board or its committees, that may be retained/appointed from time to time by the Board or its Committee. Includes externally contracted company or an individual.
2.05 Family Member: includes a person’s spouse, common law partner or adult interdependent partner, or another individual to whom the person is related by blood, marriage or adoption (i.e. person’s parents, stepparent, foster parent, adoptive parent, siblings, child by blood, adoption, or marriage, grandparent or grandchild, etc.)
2.06 Financial Benefit/Interest: a Member has a financial interest where they or a Related Party can benefit financially from a decision made by the University. The financial interest may take the form of money, gifts, favours or other special considerations. It involves an actual, potential or perceived financial gain or loss. Money does not need to change hands for an interest to be financial. For example, Members have a financial interest if they or a Related Party own property being considered, hold shares or have a position in a company bidding for work, hold or expect to receive intellectual property rights (e.g. patents, copyrights, royalties or carried interests or options related to such rights), or receive benefits such as concessions, discounts, gifts or hospitality from a particular source related to the decision of the University.
2.07 Gifts/Favours: include tokens of appreciation, entertainment, travel, hotel accommodations, services for personal use, reduced prices for goods and/or services for personal use, and work done for the individual at home or elsewhere. Gifts and favours also include any hospitality or gifts given by an individual or organization in the hopes of garnering favour for the future purchase of products or services by the University.
2.08 Internal Member: means any Member who represents one of the following constituencies of the University as defined by the WLU Act: members of faculty, administrative staff, undergraduate students and graduate students, as well as the Chancellor, retirees, and those appointed by Martin Luther University College and the municipalities.
2.09 Member(s): includes all members of the Board, as well as members of a Committee, whether or not a member of such Committees is a member of the Board.
2.10 Personal Benefit/Interest: is a Financial, professional/career or other private interest of the Member or their Related Party. This does not include an interest in a matter that is of general application, or an interest in a matter that affects the Member as one of a broad class of the public or an interest which is immaterial, insignificant or inconsequential with respect to the interest of the Board and the University.
2.11 Personal Relationship: any Non-Arm’s Length Relationship, including but not limited to Family Members and persons with whom there is or has recently been a close personal relationship.
2.12 Related Party: a Family Member, or other person living in the same household, or any persons with whom there exists or has recently existed a close Personal Relationship, or any other person with whom the Member shares a Financial Interest (either directly or indirectly), or any entity in which the Member has an ownership interest.
3.00 Jurisdiction/Scope
3.01 This policy applies to all Members and Advisors as defined above. The Board and its Committees may expand the application of this policy, in whole or in part, to any other individual or group undertaking work on its behalf.
4.00 Policy
4.01 As per the University’s Board By-Laws and the Board Code of Conduct, each Member owes a duty to the University to act honestly, loyally and in good faith with a view to the best interests of the University. Thus, Members should avoid, whenever possible, any situation in which there is an Actual, Potential, or Perceived Conflict of Interest, and declare each conflict in accordance with the Procedures for Conflict of Interest for the Board of Governors.
4.02 Conflict of Interest situations can be “direct or indirect” meaning that the situation may affect not only the Member but also their Related Party(ies).
4.03 A Conflict of Interest may, in certain cases, be permitted when it can be managed in a way that is compliant with legislation; considers, protects and serves the interests, integrity and reputation of the University; and will withstand the test of reasonable and independent scrutiny.
4.04 If a Conflict of Interest is a Financial Interest, whether direct or indirect, the Member shall not participate in any discussion of the matter, shall withdraw from the meeting while the matter is being discussed and shall not vote on the matter.
4.05 If a Conflict of Interest is not a Financial Interest, the Member may be allowed to participate in the discussion and may vote on the matter, unless two-thirds of the Board or Committee, who have not declared such an interest, decide otherwise.
4.06 Members are required to make active and ongoing disclosures to ensure Conflicts of Interests are being appropriately managed.
4.07 If a Member is unsure whether they are in conflict, the Member is encouraged to consult with the Secretariat Office as per the Procedures for Conflict of Interest for the Board of Governors.
4.08 The composition of the Board creates the potential for Conflicts of Interest on the part of Internal Members. Notwithstanding paragraph 4.04, Internal Members (or Members whose Family Member is an Internal Member) are considered to have a Conflict of Interest but may participate in the discussion and vote where their interest is the same or substantially the same as any other Internal Member of the University.
4.09 Undeclared Conflicts of Interest will be managed as per the Procedures for the Conflict of Interest Policy for the Board of Governors.
4.10 Gifts
Members should not accept Gifts/Favours that influence or may appear to influence the activities or affairs of the Member or the University. Similarly, a Member must not offer Gifts/Favours in order to secure preferential treatment for the University. In considering gifts, Members should consider the thresholds noted below.
4.10.01 While moderate hospitality is an accepted courtesy of a business relationship, Members must not allow themselves to be (or perceived to be) influenced in making a business decision as a consequence of accepting such hospitality. As such, the frequency and scale should not be significantly greater than the University would be able to provide in return.
4.10.02 Gifts and favours valued in excess of $250 must not be accepted from individuals or organizations. This includes smaller gifts from one individual or organization that when totaled, is in excess of $250 dollars over the course of a year.
4.10.03 Gifts and favours valued in excess of $250 must not be given utilizing university funds or facilities to individuals or organizations.
4.10.04 Gifts using university funds will be treated as all other expenditures and as such, will require the necessary procedures for expenses to be followed.
4.11 Breaches
A breach of this policy, or the occurrence of prolonged Conflict of Interest may result in consequential measures, up to and including removal from the Board or Board Committee. Such consequential measures shall be determined by the Board as per the Board By-Laws.