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Conflict of Interest Policy for Board of Governors

 

I. Purpose

The Board of Governors (the “Board”) of Commonwealth of Learning (the “Organisation”) is committed to observing the highest standards of ethical conduct in the governance of the Organisation.  As such, Board members, and their representatives, must at all times ensure that they are acting in the best interest of the Organisation.  This policy (the “Policy”) provides guidelines for Board members and establishes a consistent process for Board members faced with an actual, potential or perceived conflict of interest situation.

Conflicts of interest may occur when a Board member’s personal interests interfere with the performance of their official duties or call into question the qualities of integrity, independence and impartiality required for the status of a Board member. Conflicts of interest include circumstances in which a Board member, directly or indirectly, may benefit improperly, or allow a third party to benefit improperly, from their association with the Organisation. Conflicts of interest can arise from a Board member’s personal or familial dealings with third parties, individuals, beneficiaries, or other institutions. If a conflict of interest or possible conflict of interest does arise, the conflict shall be disclosed in accordance with this Policy, addressed and resolved in the best interest of the Organisation. Questions entailing a conflict of interest can be very sensitive and need to be treated with assurance of confidentiality and care.

This Policy is intended to protect the integrity and reputation of Board members and the Organisation.

II. Policy

Members of the Board will declare to the Organisation an actual, potential or perceived conflict of interest, as defined in Section III of this Policy, promptly upon becoming aware of such conflict of interest and in any event before discussions or decisions about any matters in which they, or anyone with whom they have a close personal relationship or business interests, could directly or indirectly benefit or where such a benefit could be perceived.

III. Conflicts of Interest: Definition

A conflict of interest arises in any situation where a Board member knows or reasonably ought to know that they have a direct or indirect material interest in:

  1. a contract where the Organisation is a party;
  2. a transaction involving the Organisation; or
  3. a matter for consideration by the Board.

A direct interest is one where the Board member’s own financial or personal interests are involved.

An indirect interest is one where the financial or personal interests of a spouse, family member, close friend or business associate of the Board member are involved, including a corporation or partnership in which the Board member holds a significant interest, or a person to whom the Board member owes an obligation (collectively, “associates”).

An interest is “material” if it is meaningful to the Board member or associate, such that it could influence the Board member’s decisions or impair their ability to:

  1. act in the best interests of the Organisation; or
  2. make decisions (or participate in decision-making) on behalf of the Organisation fairly, impartially and without bias.

An interest is not material if it is insignificant in the circumstances and could not reasonably be considered capable of affecting a Board member’s decision-making.

Conflicts of interest can arise from financial interests or personal interests. A financial interest is any situation where the Board member, or their associate, will or may receive a benefit or advantage that can be measured in terms of money.

In contrast, a personal interest includes any situation where the Board member, or their associate, may receive a benefit or advantage that, while not measurable in terms of money, is nevertheless real and not insignificant.

Conflicts of interest may be actual, potential or perceived. An actual or potential conflict of interest is a situation in which a Board member, or their associate, in fact receives, will receive or may receive a benefit, whether direct, indirect, financial or personal, from a contract or transaction with the Organisation.

In contrast, a perceived conflict of interest is a situation where a reasonably well informed person could perceive that the Board member, or their associate, is receiving, or will receive or may receive, a direct or indirect benefit.

IV. Procedure

  1. Promptly upon joining the Board, each Board member will be required to complete a declaration in the form attached hereto as “Annex 1” (a “Declaration”). The Organisation will maintain a confidential register of interests (the “Register of Interests”) which shall include each Declaration submitted by Board members. Board members must, on a continuing and ongoing basis, consider whether any direct or indirect material interests, whether financial or personal, have arisen whereby they have, may have, or are likely to be perceived as having, a conflict of interest with their duties to the Organisation.
  2. At the start of each Board or Board committee meeting, following approval of the agenda, the Chair of that meeting shall ask for attendees to verbally declare any conflicts of interest relating to any of the agenda items at each meeting. A Board member should repeat their disclosure on any occasion or meeting where the conflict matter arises. If a Board member declares an actual, potential or perceived conflict of interest, the declaration of such conflict of interest shall be recorded in the minutes of the meeting, and the person recording the minutes of the meeting must record the disclosure.
  3. If a Board member does not become aware of the conflict matter until after a contract, transaction or matter for discussion is raised, or even concluded, nevertheless they must still disclose the conflict to the Organisation immediately.
  4. Any Board member with an actual, potential or perceived conflict of interest shall recuse (remove) themselves from the meeting for the duration of both the discussion of and the vote on the agenda item to which that conflict pertains. If a Board member becomes aware of an actual, potential or perceived conflict of interest during a meeting, they should immediately recuse themselves from the meeting due to potential conflicts of interest for the remainder of that business, and shall discuss in detail with the Chair following the meeting to determine an appropriate course of action. The Board member shall not discuss the issue on which they have an actual, potential or perceived conflict of interest with any other Board member, except for the Chair, as required, at the time of the meeting, or at any other time. The Chair must ensure that the Board member in conflict is not present at any part of the meeting during which the matter is under consideration and the person recording the minutes of the meeting will note in the minutes when the individual leaves the room and when they return. In every case where the conflict of interest is determined to be manageable, the Board member in conflict will be sequestered from the conflict matter as entirely as possible in the circumstances.
  5. Following the vote, or the conclusion of the discussion, the individual in conflict will be invited back into the meeting and will be briefly informed what, if any decision has been made or whether the discussion has been adjourned to a later time.
  6. If a Board member is not certain as to whether there is a conflict of interest, the matter may be brought jointly before the Chair and one other Board member, selected by the Chair, to determine if there is a conflict of interest and what further steps need to be taken. Where possible, the Chair, with the assistance of the additional Board member, can assist the individual to clarify the situation and direct them to take appropriate steps, if any. Board members should be open and responsive to the advice of the Chair. Where necessary, the Chair may refer the matter to the Board for detailed discussion and direction.
  7. If the Chair determines that it is necessary that the matter be referred to the Board for discussion and direction, the Board will evaluate the situation and determine by simple majority vote what steps must be taken to manage or avoid the conflict of interest. The Board member potentially in conflict shall be absent from the discussion and any next steps to address, manage or avoid the conflict of interest shall Comply with the aforementioned determination of the Board.
  8. It is the responsibility of any members who are aware of an actual, potential or perceived conflict of interest on the part of a fellow Board member, to raise the issue for clarification, first with the Board member in question and, if still unresolved, with the Chair.
  9. Board members shall complete a new Declaration to update the Register of Interests on an annual basis prior to each annual Board meeting, listing such details as personal and business interests that may relate to operations of the Organisation and from which an actual, potential or perceived conflict may arise. Board members shall also provide an updated Declaration should any of the information set out in their most current Declaration change. For greater certainty, should any new actual, potential or perceived conflicts of interest arise while they are serving as a Board member, each Board member must complete an updated Declaration and submit it to the Organisation promptly upon becoming aware of such conflict of interest.

V. Board Requirement to Inform Representing Government

If a Board Member has or acquires personal beliefs, interests or obligations to third parties which are considered by the Board to be fundamentally discordant with or detrimental to the work of the Organisation or which have or are likely to result in repeated and on-going conflicts of interest that cannot be resolved to the Board’s satisfaction, the Board may, by Board decision, submit a request to the Board Member’s government informing of the conflict with a request to act. In the case where the conflict involves the Board Chair, the request will be submitted by the Deputy Chair or the Chair of the Audit Committee.

VI. Policy Violations

If a Board member fails to disclose any potential, perceived or actual conflict at an appropriate time in accordance with this Policy, the Board shall first request an explanation from the Board member explaining why it has failed to comply with the requirements set out herein.  The Board may then determine the appropriate action to be taken, which may include disciplinary action being taken against the Board member.

All matters pertaining to conflicts of interest are to remain confidential and shall only be disclosed where the Organisation receives a formal complaint with respect to the matter in question.

VII. Records

The acting Secretary to the Board shall be responsible for maintaining the confidential Register of Interests which shall include each Declaration submitted by Board members.

The Declarations submitted by Board members will be maintained until such time their term on the Board concludes.

VIII. Annual Statements to update the Register of Interests

All Board members shall abide by this Policy and sign the Declaration each year in advance of the Organisation’s annual Board meeting attesting that they have received a copy of, read and understand the Policy and agree to comply with the Policy in full.

IX. Review of the Policy

The Board will review this Policy yearly as part of the annual Governance Manual review.

 

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Issue Date: December 2025

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