Conflict of Interest
The purpose of this policy is to help Directors, Other Office Bearers, Staff, and Volunteers of A Passionist Heart Foundation to effectively identify, disclose, and manage any actual, potential, or perceived conflicts of interest that they have in order to (a) protect the integrity of the Foundation, and (b) manage risk.
The Board of A Passionist Heart Foundation aims to ensure that all Directors, Other Office Bearers, Staff, and Volunteers are aware of their obligation to (a) disclose any conflicts of interest that they may have, (b) comply with this policy, and (c) ensure they effectively manage conflicts of interest.
This policy applies to all Directors, Other Office Bearers, Staff, and Volunteers of A Passionist Heart Foundation.
4. Definition of Conflicts of Interests
A conflict of interest occurs when the personal interests of a Director, Other Office Bearer, Staff Member, or Volunteer conflict with their responsibility to act in the best interests of the Foundation.
Personal interests include a Director’s, Other Office Bearer’s, Staff Member’s, or Volunteer’s own interests, as well as those of family and friends.
A conflict of interest also arises when a Director’s, Other Office Bearer’s, Staff Member’s, or Volunteer’s duty to A Passionist Heart Foundation conflicts with a duty that they have toward another organisation.
A conflict of interest may be actual, potential, or perceived, and it may be financial or non- financial.
Conflict-of-interest situations present a risk that a Director, Other Office Bearer, Staff Member, or Volunteer will make decisions or take actions that are not in the best interests of A Passionist Heart Foundation.
Therefore, these situations must be managed appropriately and carefully.
This policy has been developed to address conflicts of interest that affect A Passionist Heart Foundation.
Conflicts of interest are common. They do not need to present a problem as long as they are discussed openly and managed effectively.
It is the policy of A Passionist Heart Foundation, 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 of Directors, Other Office Bearers, Staff Members, and Volunteers to A Passionist Heart Foundation.
A Passionist Heart Foundation will manage conflicts of interest by requiring Directors, Other Office Bearers, Staff Members, and Volunteers 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 Board
The Board is responsible for:
- establishing a system to identify, disclose, and manage conflicts of interest across the Foundation;
- monitoring compliance with this policy;
- ensuring Directors, Other Office Bearers, Staff Members, and Volunteers know about and understand this policy; and
- reviewing this policy on an annual basis to ensure that the policy is operating effectively.
A Passionist Heart Foundation must ensure that its Board members are aware of the Australian Charities and Not-for-Profits Commission’s governance standards, particularly Governance Standard 5:
The Foundation must also ensure that its Board members disclose any actual or perceived material conflicts of interests as required by Governance Standard 5.
Directors and Other Office Bearers must raise conflicts of interest with the Board.
Staff Members and Volunteers must raise conflicts of interest with either the Secretary to the Board or the Chair of the Board. The Secretary and/or Chair may be able to resolve with the Staff Member or Volunteer how the conflict of interest should be managed. The decision and actions taken should still be reported to the Board. Alternatively, the Secretary and/or Chair may decide that a decision by the Board should be sought.
Once an actual, potential, or perceived conflict of interest arises, it must be entered into the Foundation’s register of interests.
Where every Board member shares a conflict, the Board should refer to the Australian Charities and Not-for-Profits Commission’s Governance Standard 5 to ensure that proper disclosure occurs.
The register of interests will be maintained by the Secretary to the Board. The register must record information about a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
6. Actions Required to Manage Conflicts of Interest
The actions required to manage conflicts of interest must be considered carefully and documented adequately.
Once a conflict of interest has been disclosed appropriately, the Board (excluding the Board member who has made the disclosure, as well as any other conflicted Board member) must decide whether or not 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, the Board should consider whether the person conflicted should resign from the Board.
6.2 Matters to be Considered When Deciding What Actions to Take
In deciding what actions to take when a conflict-of-interest situation is brought to the attention of the Board and requires a decision on how it should be managed, 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 discharge their responsibilities or 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 Foundation.
The approval of any action requires the agreement of a majority of the Board (excluding any conflicted Board member/s) who are present and voting at the meeting.
The Secretary to the Board will record the action and result of the voting in the minutes of the meeting and in the register of interests.
7. 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 act against them. This may include terminating their relationship with the Foundation.
If a person suspects that a Director, Other Officer, Staff Member, or Volunteer has failed to disclose a conflict of interest, they may choose to notify the Secretary to the Board. The Secretary must then decide on the appropriate Board member to be notified for further action to be taken (e.g., the Chair of the Board or a Member’s Representative on the Board).
Alternatively, the person suspecting the conflict of interest may choose to notify the Chair of the Board or a Member’s Representative on the Board.
For questions about this policy, contact the Chair of the Board or the Secretary to the Board
This policy has been adapted from a template provided by the Australian Charities and Not- for-Profits Commission:
Date Approved by Board 10 August 2021
Next Review 10 August 2024
Comments First version of policy.