Trustee Conflict of Interest Policy/Proposed revision
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This is a draft proposed revision of the Conflict of Interest Policy. It is pending approval by the Board. |
The acronyms used in this document are as follows:
| Acronym | Description |
|---|---|
| CA93 | Charities Act 1993 |
| CA06a | Companies Act 2006 |
| CA06b | Charities Act 2006 |
| COI | Conflict of Interest |
| COL | Conflict of Loyalty |
| DOI | Declaration of Interest |
| WMUK | Wikimedia UK |
Introduction
A Conflict of Interest may arise where an individual who is involved in Wikimedia UK governance, business or activities also has obligations or loyalties to other organisations or individuals. A COI may arise where an individual has a personal Conflict of interest. If a Conflict relates to an organisation then it may instead be a Conflict of Loyalty.
Board members have personal responsibilities, as directors and trustees, to ensure that the decisions they take are in the interests of the Charity as a whole rather than their personal interest. Where there is a situation where there is a COI or COL, then board members are expected to follow appropriate procedures on disclosure, voting and decision making, which are set out below.
Employees of WMUK may also have a COI where they might personally benefit from a WMUK activity. They may also have COL where they have affiliations with other organisations, including membership of those organisations. As employees, they are in the position to influence the decisions that the Board may make; as such, they have an obligation to declare any COI or COL that may affect such decisions.
WMUK volunteers may also have a COI or COL where they are representing WMUK; are undertaking an activity on behalf of WMUK, or are receiving funding from WMUK for their activities.
Given the global public scrutiny that individuals involved with WMUK may incur, said individuals have an obligation to be as open and transparent about any COI or COL that they may have.
Constitution
The overriding legislation here is set out by CA93, CA06a and CA06b. Additional requirements are set out by WMUK's Articles of Association; in particular, Article M5, regarding Application of property and Article 22, regarding Director's Interests. Nothing that is contained in that legislation, or the Articles, can be overridden by this Policy.
Constraints
The restriction also applies to close family members and, in respect of remuneration, to companies which employ the board member.
No Trustee of Wikimedia UK will receive any financial benefit or consideration from offering or engaging in consultancy services related to Wikipedia or other Wikimedia projects. Trustees must not use their Wikimedia UK position or title to advance any private interests and must ensure a clear distinction between their role as Trustees and any other activity they engage in.
Wikimedia movement guidelines
WMUK is part of a global network of organisations that support the Wikimedia movement. As such, those involved in WMUK need to abide by the global movement's COI guidelines. These guidelines are:
- Disclose actively if you are receiving payment or anything of value from a person or organization that may benefit from your request, use, or allocation of movement resources.
- Disclose actively if you are requesting, using, or allocating movement resources that may benefit your family member, spouse, partner, business associate, significant other, close friend, or their organizations or employers.
- Answer fully and honestly any relevant and appropriate questions when requesting, using, or allocating movement resources.
- Disclose actively if your request, use, or allocation of movement resources could be perceived by others or the public as improper. Even the perception of a conflict or unauthorized personal gain needs to be disclosed.
- Do not request, use, or allocate movement resources for unauthorized personal gain.
Likely situations
A conflict of interest may occur even where a board member does not have a personal financial interest in a third party, but has a historical connection or loyalty to them. This includes loyalty derived from being a volunteer committee member.
The following are examples of where board members may face a conflict of interest:
- Claiming and authorising reimbursement of expenses
- Purchasing goods and services from a connected organisation, such as hiring a room from your university
- Partnership agreements for initiatives with a connected organisation, such as providing a Workplace Learning seminar at your place of work
- Agreements with the Wikimedia Foundation or other chapters where a board member has previously served on one of their committees, including the English Wikipedia MedCom and ArbCom, unless they have been representing Wikimedia UK on the committee .
Activities as an ordinary Wikimedia project editor, including trusted editors like Administrators, are not considered to create a conflict of interest.
Disclosure
Given the likelihood of conflicts arising with regard to agreements with the Wikimedia Foundation, all members are required to list on the Register of interests all positions held or formerly held with the Foundation or on Foundation projects and to conclude whether a potential conflict exists. After each board election, members will be required to declare that they have registered all such positions.
Any board member's potential conflict of interest must be discussed with the Chair or the full board before any decision is made. The Secretary must ensure the matter is noted in the register of interests. Board members are expected to disclose the nature, extent, and potential value of any relevant interest and the identities of any other individuals involved. Where Wikimedia UK is engaged in a project involving other parties where there is any likelihood a Board member might benefit personally, this must to be disclosed to those parties.
The board must consider the privacy rights of individual board members when discussing conflicts of interest. Appropriate use must be made of in camera board meetings and private discussions with board officers.
When considering whether to authorise a conflict of interest, the Board must take due regard to the Charity Commission guidance "A Guide To Conflicts of Interest For Charity Trustees"
If, after discussion, it is concluded that a board member has a conflict of interest in a proposal, the decision must be considered by the Board. The conflicted member must leave the room to allow the rest of the Board to discuss the issue and vote on it. The point at which the conflicted trustee does so must be recorded in the minutes. The conflicted trustee will not be counted as part of the quorum for any votes taken in their absence.
Reimbursements
Wikimedia UK's trustees, staff and volunteers are reimbursed for their expenses according to the Finance Policy. All reimbursements must be reasonable, appropriately documented and properly authorised. Trustees, staff and volunteers are expected to be suitably frugal with their expenses, and to keep them to the lowest reasonable level.
Expense claims must be accurate. Submitting a false or misleading claim, even if not paid, may damage public confidence in the chapter and will be considered a serious disciplinary matter.
Reimbursements must not be authorised by those being reimbursed, and they must only be paid for claims that have been properly completed.
When considering whether to submit or authorise an expense payment, due regard must be paid to the Charity Commission guidance "CC11 - Trustee expenses and payments"
Benefits
Trustees and staff may not accept non-trivial gifts in connection with Wikimedia UK activities.
If, for example, a partner organisation offers to pay for a lunch to discuss joint activities then this may be acceptable, but a judgement should always be made as to whether the gift is appropriate. Where it could be perceived as impairing the ability of the board member to make independent decisions, at the time or in the future, in the interests of the chapter, then the gift must be declined.
Trustees and staff will not be eligible to receive any prizes in connection with chapter initiatives.
Employment
Trustees must not seek or accept any post or form of remuneration from organisations that have been funded by WMUK or other Wikimedia movement organisations for a period of six months after they have been a member of the board, without the express permission of the board. Permission will usually be granted providing that the trustee has absented themselves from discussions that lead to the creation, funding or agreement of the post. It is likely that the Board will need to seek the permission of the Charity Commission in such circumstances.
If at any point a trustee wishes to apply for a central staff post, the trustee must stand down from the board in advance of applying and only apply with the permission of the Charity Commission if this is required. If unsuccessful, they will not be eligible to re-join the board for 12 months.
Disciplinary actions
When individuals nominate themselves as candidates for election to the Board, the election tellers must inform them of their legal and ethical duties as trustees, including their duty to avoid conflicts of interest as per this policy. Similarly, new staff members must be advised of this policy prior to their appointment.
Serving trustees must abide by the Trustee Code of Conduct.
If a Board member does not comply with these Rules with no reasonable excuse, the Board will consider disciplinary action against the board member. Board members will normally be required to pay back any amounts which have been improperly received.
In extreme cases, disciplinary matters may include removal of membership and hence directorship under 4.
See also
- Charity Commission guidance.
- Charities Act 1993 (CA93)
- Companies Act 2006 (CA06a)
- Charities Act 2006 (CA06b)
- Guidelines on potential conflicts of interest for the Wikimedia movement