📜Conflict of Interest
Version 1.0 | This Policy was approved on 01 December 2023.
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Introduction
Definitions
This document employs terms related to the DCDR Advocacy that can be found in the TIOF terminology.
For a structure of The IO Foundation, please visit
The IO Foundation's Organizational Chart
The IO Foundation's Organizational Taxonomy
About this document
This document, hereinafter the Policy, sets out the position maintained by TIOF in matters of Conflicts of Interest that you will need to be aware of while being a TIOF Member. You should familiarize yourself with it and comply with it at all times. Any questions you may have with regard to its contents or what you have to do to comply with it should be referred to your corresponding Team Human Resources Manager.
Any Member who breaches this Policy will face disciplinary action, which could result in dismissal for gross misconduct. Any non-employee who breaches this Policy may have their contract (or equivalent official relationship with TIOF) terminated with immediate effect.
This document complements TIOF's Code of Conduct.
This document does not form part of any Engagement Document and we may amend it at any time following the procedures described in TIOF's Statute.
Scope
This document directly applies to:
All TIOF Members
This document indirectly applies to:
The policies set out in this document apply to all TIOF Members unless otherwise indicated. They therefore apply to Members of the Boards (Directors, Advisers, Consultants), Employees, Volunteers and Interns; this is irrespective of their engagement type. They equally apply to all Contributors and will be used as part of the selection criteria when engaging with them.
This Policy applies within all TIOF Spaces, including (although not limited to) management activities, contributions or events; it and also applies when an individual is officially representing the organization in public spaces. Examples of representing the organization include (although not limited to) using an official e-mail address, posting via any official channel or acting as an appointed representative at an event.
Review and Amendments This policy shall be reviewed regularly to ensure its continued relevance and effectiveness. Amendments may be made to adapt to new legal requirements, changing circumstances or to better serve the organization's Mission.
Policy details
Conflict of Interest statement
The IO Foundation is committed to maintaining the highest standards of integrity and transparency. Because conflicts of interest can compromise the efficacy of our organization, erode public trust and contradict our core values the organizations maintains a proactive avoidance of conflicts of interest among its members.
Definitions
Interested Person
Any director, principal officer, or member of a committee with the board of director’s delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the board of directors or the appropriate governing committee decides that a conflict of interest exists.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board of directors delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board of directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the board of directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the board of directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board of directors or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Policy
If the board of directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board of directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the board of directors and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board of directors’ or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Compensation
A voting member of the board of directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the board of directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Annual statements
Each director, principal officer and member of a committee with board of directors’ delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy;
Has read and understands the policy;
Has agreed to comply with the policy; and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of outside experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of directors of its responsibility for ensuring periodic reviews are conducted.
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