NONPROFIT CONFLICT OF INTEREST POLICY
________ (ACN..............................................) ("Organisation")
Last updated: ________
(1) APPLICATION
This Policy applies to all board members, directors, officers, managers, governing committee members, or other senior decision makers of the Organisation (hereinafter "Staff").
(2) INTRODUCTION
(a) The Organisation is committed to observing the highest standards of ethical conduct in its operations and expects its staff to do the same. The Organisation has adopted this Nonprofit Conflict of Interest Policy (the "Policy") to ensure that the Organisation remains committed to its charitable purpose.
(b) The Organisation expects that all Staff members conduct themselves ethically and with integrity in the course of their engagement with the Organisation.
(c) This Conflict of Interest Policy ("Policy") is designed to help all Staff members of ________ to handle potential conflicts of interest.
(d) This Policy provides information about how to identify potential conflicts of interest, how to manage them, as well as how and when to disclose them. Handling potential conflicts of interest in accordance with this Policy will help Staff members to protect their integrity and that of the Organisation.
(e) Please take the time to read and review this Policy as thoroughly as possible. If you have any questions, please reach out to your manager or supervisor.
(f) Compliance with this Policy is a condition of your engagement with our Organisation. Failure to comply with this Policy may result in disciplinary action.
(3) PURPOSE
(a) The purpose of this Policy is to help Staff members to appropriately identify, manage, disclose, and deal with any conflicts of interest that they may encounter, whether perceived, potential, or actual. Doing so will help to protect the integrity of both the Staff member and the Organisation, as well as to manage risk.
(b) It is important that all Staff members of the Organisation understand their obligation to disclose, manage and deal with any conflicts of interest that they may encounter, and their obligation to comply with this Policy.
(c) If a conflict of interest exists, it creates the risk that the Staff member will make a decision or act in a way that is not in the best interests of the Organisation. Therefore, conflicts of interest need to be carefully managed.
(4) DUTY OF LOYALTY
Staff members owe the Organisation a duty of loyalty. Such duty of loyalty requires Staff members to avoid using their position with the Organisation for personal advantage or gain. Staff members must also avoid any action, including voting, if applicable, where the Staff member's personal interest, including financial interest, could conflict with the interests of the Organisation.
(5) WHAT IS A CONFLICT OF INTEREST?
(a) A Staff member encounters a conflict of interest when their personal interests conflict with their obligation to act in the best interests of the Organisation. These "personal interests" could include the Staff member's own interests, as well as the interests of their spouse, family, friends or other associates.
(b) A conflict of interest may also arise if a Staff member has obligations to another organisation, which are in conflict with their obligations towards our Organisation. This might occur, for example, if the Staff member has duties towards another charity at the same time that they have duties towards our Organisation.
(c) A conflict of interest might be actual, potential, or perceived. A conflict of interest might also relate to financial or non-financial matters.
(d) An "actual" conflict means a normal conflict of interest that actually exists.
(e) A "potential" conflict means that the conflict of interest might not exist yet, but if the Staff member continues to do what they are doing then a conflict of interest is likely to arise.
(f) A "perceived" conflict means that the conflict of interest might not actually exist yet, but it might look like a conflict exists. In other words, "it is a bad look", and should still be avoided - as it is likely to undermine the integrity of the Staff member and the Organisation.
(6) EXAMPLES
(a) The examples provided below are intended to help Staff members understand what a conflict of interest might look like. They are not an exhaustive list, so it is possible that Staff members may encounter conflicts of interest in circumstances that are different from what is included in this list.
(b) Some general examples of conflicts of interest include:
(I) the Staff member or the Staff member's friend or family member has a current or potential financial interest which would impact the Staff member's ability to perform their employment duties in an unbiased manner;
(II) the Staff member is involved with or has the potential to be involved with a business that directly transacts with the Organisation;
(III) the Staff member uses the Organisation's confidential information to profit personally;
(IV) the Staff member accepts significant gifts or monetary compensation from third-parties working with the Organisation, such as partners or vendors; or
(V) the Staff member otherwise stands to profit personally as a result of their relationship with the Organisation in a capacity other than as a Staff member.
(c) Some specific examples of conflicts of interest that may arise in our organisation include:
________
(7) OUR APPROACH
(a) We understand that Staff members have a life outside of work and they have other obligations and interests, aside from their obligations to us.
(b) We also understand that conflicts of interest are a common occurrence, and they are not a problem as long as they are handled openly, honestly and effectively.
(c) Nevertheless, any conflict of interest, whether actual, potential or perceived, and whether financial or non-financial, creates a risk that the Staff member might act in a way that is not in the best interests of our Organisation.
(d) We will handle any matters related to this Policy sensitively and confidentially.
(8) WHAT WE EXPECT OF STAFF
We require Staff members to:
(a) comply with all applicable laws, rules and regulations;
(b) comply with this Policy;
(c) avoid conflicts of interest;
(d) avoid the appearance of any conflicts of interest;
(e) notify us of any actual, potential, or perceived conflict of interest at the earliest opportunity;
(f) carefully and continually monitor and manage any conflicts of interest that do arise, in open consultation with us;
(g) manage any conflicts of interest as directed by us;
(h) promptly respond to any breaches of this Policy;
(i) promptly report any breaches of this Policy to us;
(j) take a proactive and precautionary approach to any conflicts of interest. If unsure whether something is a conflict of interest or not - treat it as though it is one;
(k) conduct themselves in a manner that does not compromise our reputation;
(l) act in our best interests during the course of their engagement with us;
(m) not have any financial interests that conflict with our interests;
(n) not be involved with any business or organisation that conflicts with or competes with our Organisation;
(o) not use or share our confidential information except for the purpose of performing their duties for us.
(9) STAFF RESPONSIBILITIES
Staff members have the following responsibilities regarding conflicts of interest:
(a) actively monitoring for compliance with this Policy;
(b) establishing a system for identifying, managing, disclosing, and dealing with conflicts of interest;
(c) regularly reviewing this Policy (at least every year) and the Organisation's procedures to ensure that the Policy is up to date, effective and appropriate for the Organisation's circumstances.
(10) ACNC GOVERNANCE STANDARDS
(a) The Organisation takes its obligations under the Australian Charities and Not-for-profits Commission Governance Standards ("ACNC Governance Standards") very seriously.
(b) Staff must ensure that they are aware of their obligations under the ACNC Governance Standards and that they disclose any conflicts of interest as required by the ACNC Governance Standards.
(11) REGISTER OF INTERESTS
(a) The Organisation must maintain a register of interests.
(b) The register of interests will be managed by: ________.
(c) The register of interests must record information related to a conflict of interest, including at a minimum:
(I) All material facts;
(II) The name(s) of any Staff members affected by the conflict of interest;
(III) Details about the nature of the conflict of interest;
(IV) Details about the extent of the conflict of interest;
(V) Details about any measures undertaken to manage the conflict of interest;
(VI) Any other relevant details.
(12) DISCLOSURE OF CONFLICTS
(a) When a conflict of interest is identified, whether actual, potential, or perceived, it must be recorded in the Organisation's register of interests, and declared in writing as soon as possible to: ________.
(b) Staff members are not permitted to unilaterally assess conflicts of interest.
(c) When disclosing a conflict of interest, Staff members must provide the following details:
(I) All material facts;
(II) Any potential or existing financial interest;
(III) Any potential or existing competing interests; even if not financial;
(IV) Any self-dealing or potential self-dealing.
(d) In the event that any Staff member becomes aware of a potential conflict of interest involving another party, that Staff member must immediately report such potential conflict to: ________.
(e) In the event that all Staff members share a conflict of interest, Staff should ensure that proper disclosure occurs, with reference to ACNC Governance Standard 5.
(13) CONFIDENTIALITY
(a) The Organisation handles any matters related to this Policy sensitively and confidentially.
(b) The Organisation will use the following procedures to protect to confidentiality of any disclosed conflicts of interest:
________
(14) RECUSAL
(a) In the event that a Staff member encounters a conflict of interest, they may be required to recuse themselves from any meetings, votes, or other actions in relation to the matter.
(15) CONFLICT PROCEDURES
(a) Staff members shall disclose potential conflicts of interest to the board of directors or other relevant committee (hereinafter "Board") as soon as is practicable after becoming aware of the potential conflict, as described above.
(b) Staff members shall complete an annual disclosure form to describe any ongoing interest that may create a conflict.
(c) After the Board receives any potential conflict or conflict disclosure from a Staff member, the Board (excluding any Staff member(s) that are involved in the potential conflict):
(I) may request follow-up discussions or additional information;
(II) will consider whether or not a conflict exists;
(III) will determine whether or not the conflicted Staff member(s) will be permitted to participate in any debate or discussion regarding the matter;
(IV) will determine whether or not the conflicted Staff member(s) will be permitted to vote on the matter;
(V) will determine whether or not the conflicted Staff member(s) will be permitted to be present during any debate, discussions and voting regarding the matter;
(VI) may consider whether the conflicted Staff member needs to resign from their position with the Organisation (which may be necessary in the case of serious conflicts of interest).
(d) The Board may consider any factor it wishes in determining whether a conflict exists and what steps to take, including but not limited to:
(I) whether the conflict is likely to actually affect or impair the relevant Staff member's ability to act impartially in the best interests of the Organisation;
(II) whether the conflict needs to be avoided or whether it can just be documented;
(III) how the conflict could affect the Organisation's reputation, and whether it could create an appearance of improper conduct (even if no actual conflict exists);
(IV) what other options there may be to avoid the conflict;
(V) the scale of any financial interest which the Staff member may have in relation to the transaction;
(VI) how involved the Staff member is with any other entity that is transacting with the Organisation;
(VII) the degree to which the Staff member could personally benefit from the transaction or relationship at issue;
(VIII) the Organisation's purpose, objects, resources and goals.
(e) In order for the Board to approve any action in relation to a conflict of interest, the action must be supported by a vote of at least a majority of the Board (excluding any Staff member(s) that are involved in the conflict).
(16) 8588885
(________) 822 5828228, 82228 525 58885888228 82 52852822 22 5 222222858 82228882 22 82225282 2582 82 52825525 82 8582822 8585 58 82 252 82555'8 2222822 2825228 58 8288 58 82 252 52288225 22 822252828. 552 8582222 5282558 2582 822882885882 8288552:
(________) 552 2522 22 252 52522 222825 25 2552828 82828825;
(________) 828 252 82228882 858 8525252 22 252 522222822 22 252 82555 (8522525 588882825 25 22525 252);
(________) 552 252552 22 252 22888882 82228882, 828855822 282528858 82225282 82828825;
(________) 552 82555'8 5828228 522555822 2582-2825822 525 8282828252822 22 252 82228882 25 222222858 82228882;
(________) 552 82555'8 58885888228, 52888822, 525 8222;
(________) 552 25228 22 588 2552828 2528222 225 522 5888588822 25 82228.
(17) ABSTENTION FROM VOTES ON COMPENSATION
No Board member who is compensated for their services towards the Organisation may vote on their own compensation.
(18) POLICY VIOLATIONS
(a) If a Staff member fails to disclose any potential or actual conflict, the Board shall first request an explanation from the Staff member. The Board may then determine appropriate action, including disciplinary action if required.
(b) Behaviour that breaches this Policy is strictly unacceptable at our Organisation.
(c) If any Staff member breaches this Policy, the following disciplinary procedures may apply:
(I) a formal warning;
(II) a requirement to attend integrity related training;
(III) a requirement to attend counselling;
(IV) demotion;
(V) a missed opportunity for promotion;
(VI) suspension;
(VII) termination.
(d) These disciplinary procedures will apply equally and fairly to any Staff member who breaches this Policy, regardless of that Staff member's position or seniority at our Organisation.
(19) HOW TO DISCLOSE CONFLICTS OF INTEREST
If you need to disclose a possible conflict of interest, you may do so in the following manner:
________
(20) IF YOU NEED MORE INFORMATION OR ASSISTANCE
Staff members may contact a supervisor or manager for a confidential discussion in relation to any matters related to conflicts of interest.
(21) ACKNOWLEDGEMENT
By signing below, the Staff member acknowledges having read and understood this Policy, and the Staff member agrees to comply with this Policy:
.......................................................
Staff member Signature
.......................................................
Staff member Name
.......................................................
Date
NONPROFIT CONFLICT OF INTEREST POLICY
________ (ACN..............................................) ("Organisation")
Last updated: ________
(1) APPLICATION
This Policy applies to all board members, directors, officers, managers, governing committee members, or other senior decision makers of the Organisation (hereinafter "Staff").
(2) INTRODUCTION
(a) The Organisation is committed to observing the highest standards of ethical conduct in its operations and expects its staff to do the same. The Organisation has adopted this Nonprofit Conflict of Interest Policy (the "Policy") to ensure that the Organisation remains committed to its charitable purpose.
(b) The Organisation expects that all Staff members conduct themselves ethically and with integrity in the course of their engagement with the Organisation.
(c) This Conflict of Interest Policy ("Policy") is designed to help all Staff members of ________ to handle potential conflicts of interest.
(d) This Policy provides information about how to identify potential conflicts of interest, how to manage them, as well as how and when to disclose them. Handling potential conflicts of interest in accordance with this Policy will help Staff members to protect their integrity and that of the Organisation.
(e) Please take the time to read and review this Policy as thoroughly as possible. If you have any questions, please reach out to your manager or supervisor.
(f) Compliance with this Policy is a condition of your engagement with our Organisation. Failure to comply with this Policy may result in disciplinary action.
(3) PURPOSE
(a) The purpose of this Policy is to help Staff members to appropriately identify, manage, disclose, and deal with any conflicts of interest that they may encounter, whether perceived, potential, or actual. Doing so will help to protect the integrity of both the Staff member and the Organisation, as well as to manage risk.
(b) It is important that all Staff members of the Organisation understand their obligation to disclose, manage and deal with any conflicts of interest that they may encounter, and their obligation to comply with this Policy.
(c) If a conflict of interest exists, it creates the risk that the Staff member will make a decision or act in a way that is not in the best interests of the Organisation. Therefore, conflicts of interest need to be carefully managed.
(4) DUTY OF LOYALTY
Staff members owe the Organisation a duty of loyalty. Such duty of loyalty requires Staff members to avoid using their position with the Organisation for personal advantage or gain. Staff members must also avoid any action, including voting, if applicable, where the Staff member's personal interest, including financial interest, could conflict with the interests of the Organisation.
(5) WHAT IS A CONFLICT OF INTEREST?
(a) A Staff member encounters a conflict of interest when their personal interests conflict with their obligation to act in the best interests of the Organisation. These "personal interests" could include the Staff member's own interests, as well as the interests of their spouse, family, friends or other associates.
(b) A conflict of interest may also arise if a Staff member has obligations to another organisation, which are in conflict with their obligations towards our Organisation. This might occur, for example, if the Staff member has duties towards another charity at the same time that they have duties towards our Organisation.
(c) A conflict of interest might be actual, potential, or perceived. A conflict of interest might also relate to financial or non-financial matters.
(d) An "actual" conflict means a normal conflict of interest that actually exists.
(e) A "potential" conflict means that the conflict of interest might not exist yet, but if the Staff member continues to do what they are doing then a conflict of interest is likely to arise.
(f) A "perceived" conflict means that the conflict of interest might not actually exist yet, but it might look like a conflict exists. In other words, "it is a bad look", and should still be avoided - as it is likely to undermine the integrity of the Staff member and the Organisation.
(6) EXAMPLES
(a) The examples provided below are intended to help Staff members understand what a conflict of interest might look like. They are not an exhaustive list, so it is possible that Staff members may encounter conflicts of interest in circumstances that are different from what is included in this list.
(b) Some general examples of conflicts of interest include:
(I) the Staff member or the Staff member's friend or family member has a current or potential financial interest which would impact the Staff member's ability to perform their employment duties in an unbiased manner;
(II) the Staff member is involved with or has the potential to be involved with a business that directly transacts with the Organisation;
(III) the Staff member uses the Organisation's confidential information to profit personally;
(IV) the Staff member accepts significant gifts or monetary compensation from third-parties working with the Organisation, such as partners or vendors; or
(V) the Staff member otherwise stands to profit personally as a result of their relationship with the Organisation in a capacity other than as a Staff member.
(c) Some specific examples of conflicts of interest that may arise in our organisation include:
________
(7) OUR APPROACH
(a) We understand that Staff members have a life outside of work and they have other obligations and interests, aside from their obligations to us.
(b) We also understand that conflicts of interest are a common occurrence, and they are not a problem as long as they are handled openly, honestly and effectively.
(c) Nevertheless, any conflict of interest, whether actual, potential or perceived, and whether financial or non-financial, creates a risk that the Staff member might act in a way that is not in the best interests of our Organisation.
(d) We will handle any matters related to this Policy sensitively and confidentially.
(8) WHAT WE EXPECT OF STAFF
We require Staff members to:
(a) comply with all applicable laws, rules and regulations;
(b) comply with this Policy;
(c) avoid conflicts of interest;
(d) avoid the appearance of any conflicts of interest;
(e) notify us of any actual, potential, or perceived conflict of interest at the earliest opportunity;
(f) carefully and continually monitor and manage any conflicts of interest that do arise, in open consultation with us;
(g) manage any conflicts of interest as directed by us;
(h) promptly respond to any breaches of this Policy;
(i) promptly report any breaches of this Policy to us;
(j) take a proactive and precautionary approach to any conflicts of interest. If unsure whether something is a conflict of interest or not - treat it as though it is one;
(k) conduct themselves in a manner that does not compromise our reputation;
(l) act in our best interests during the course of their engagement with us;
(m) not have any financial interests that conflict with our interests;
(n) not be involved with any business or organisation that conflicts with or competes with our Organisation;
(o) not use or share our confidential information except for the purpose of performing their duties for us.
(9) STAFF RESPONSIBILITIES
Staff members have the following responsibilities regarding conflicts of interest:
(a) actively monitoring for compliance with this Policy;
(b) establishing a system for identifying, managing, disclosing, and dealing with conflicts of interest;
(c) regularly reviewing this Policy (at least every year) and the Organisation's procedures to ensure that the Policy is up to date, effective and appropriate for the Organisation's circumstances.
(10) ACNC GOVERNANCE STANDARDS
(a) The Organisation takes its obligations under the Australian Charities and Not-for-profits Commission Governance Standards ("ACNC Governance Standards") very seriously.
(b) Staff must ensure that they are aware of their obligations under the ACNC Governance Standards and that they disclose any conflicts of interest as required by the ACNC Governance Standards.
(11) REGISTER OF INTERESTS
(a) The Organisation must maintain a register of interests.
(b) The register of interests will be managed by: ________.
(c) The register of interests must record information related to a conflict of interest, including at a minimum:
(I) All material facts;
(II) The name(s) of any Staff members affected by the conflict of interest;
(III) Details about the nature of the conflict of interest;
(IV) Details about the extent of the conflict of interest;
(V) Details about any measures undertaken to manage the conflict of interest;
(VI) Any other relevant details.
(12) DISCLOSURE OF CONFLICTS
(a) When a conflict of interest is identified, whether actual, potential, or perceived, it must be recorded in the Organisation's register of interests, and declared in writing as soon as possible to: ________.
(b) Staff members are not permitted to unilaterally assess conflicts of interest.
(c) When disclosing a conflict of interest, Staff members must provide the following details:
(I) All material facts;
(II) Any potential or existing financial interest;
(III) Any potential or existing competing interests; even if not financial;
(IV) Any self-dealing or potential self-dealing.
(d) In the event that any Staff member becomes aware of a potential conflict of interest involving another party, that Staff member must immediately report such potential conflict to: ________.
(e) In the event that all Staff members share a conflict of interest, Staff should ensure that proper disclosure occurs, with reference to ACNC Governance Standard 5.
(13) CONFIDENTIALITY
(a) The Organisation handles any matters related to this Policy sensitively and confidentially.
(b) The Organisation will use the following procedures to protect to confidentiality of any disclosed conflicts of interest:
________
(14) RECUSAL
(a) In the event that a Staff member encounters a conflict of interest, they may be required to recuse themselves from any meetings, votes, or other actions in relation to the matter.
(15) CONFLICT PROCEDURES
(a) Staff members shall disclose potential conflicts of interest to the board of directors or other relevant committee (hereinafter "Board") as soon as is practicable after becoming aware of the potential conflict, as described above.
(b) Staff members shall complete an annual disclosure form to describe any ongoing interest that may create a conflict.
(c) After the Board receives any potential conflict or conflict disclosure from a Staff member, the Board (excluding any Staff member(s) that are involved in the potential conflict):
(I) may request follow-up discussions or additional information;
(II) will consider whether or not a conflict exists;
(III) will determine whether or not the conflicted Staff member(s) will be permitted to participate in any debate or discussion regarding the matter;
(IV) will determine whether or not the conflicted Staff member(s) will be permitted to vote on the matter;
(V) will determine whether or not the conflicted Staff member(s) will be permitted to be present during any debate, discussions and voting regarding the matter;
(VI) may consider whether the conflicted Staff member needs to resign from their position with the Organisation (which may be necessary in the case of serious conflicts of interest).
(d) The Board may consider any factor it wishes in determining whether a conflict exists and what steps to take, including but not limited to:
(I) whether the conflict is likely to actually affect or impair the relevant Staff member's ability to act impartially in the best interests of the Organisation;
(II) whether the conflict needs to be avoided or whether it can just be documented;
(III) how the conflict could affect the Organisation's reputation, and whether it could create an appearance of improper conduct (even if no actual conflict exists);
(IV) what other options there may be to avoid the conflict;
(V) the scale of any financial interest which the Staff member may have in relation to the transaction;
(VI) how involved the Staff member is with any other entity that is transacting with the Organisation;
(VII) the degree to which the Staff member could personally benefit from the transaction or relationship at issue;
(VIII) the Organisation's purpose, objects, resources and goals.
(e) In order for the Board to approve any action in relation to a conflict of interest, the action must be supported by a vote of at least a majority of the Board (excluding any Staff member(s) that are involved in the conflict).
(16) 8588885
(________) 822 5828228, 82228 525 58885888228 82 52852822 22 5 222222858 82228882 22 82225282 2582 82 52825525 82 8582822 8585 58 82 252 82555'8 2222822 2825228 58 8288 58 82 252 52288225 22 822252828. 552 8582222 5282558 2582 822882885882 8288552:
(________) 552 2522 22 252 52522 222825 25 2552828 82828825;
(________) 828 252 82228882 858 8525252 22 252 522222822 22 252 82555 (8522525 588882825 25 22525 252);
(________) 552 252552 22 252 22888882 82228882, 828855822 282528858 82225282 82828825;
(________) 552 82555'8 5828228 522555822 2582-2825822 525 8282828252822 22 252 82228882 25 222222858 82228882;
(________) 552 82555'8 58885888228, 52888822, 525 8222;
(________) 552 25228 22 588 2552828 2528222 225 522 5888588822 25 82228.
(17) ABSTENTION FROM VOTES ON COMPENSATION
No Board member who is compensated for their services towards the Organisation may vote on their own compensation.
(18) POLICY VIOLATIONS
(a) If a Staff member fails to disclose any potential or actual conflict, the Board shall first request an explanation from the Staff member. The Board may then determine appropriate action, including disciplinary action if required.
(b) Behaviour that breaches this Policy is strictly unacceptable at our Organisation.
(c) If any Staff member breaches this Policy, the following disciplinary procedures may apply:
(I) a formal warning;
(II) a requirement to attend integrity related training;
(III) a requirement to attend counselling;
(IV) demotion;
(V) a missed opportunity for promotion;
(VI) suspension;
(VII) termination.
(d) These disciplinary procedures will apply equally and fairly to any Staff member who breaches this Policy, regardless of that Staff member's position or seniority at our Organisation.
(19) HOW TO DISCLOSE CONFLICTS OF INTEREST
If you need to disclose a possible conflict of interest, you may do so in the following manner:
________
(20) IF YOU NEED MORE INFORMATION OR ASSISTANCE
Staff members may contact a supervisor or manager for a confidential discussion in relation to any matters related to conflicts of interest.
(21) ACKNOWLEDGEMENT
By signing below, the Staff member acknowledges having read and understood this Policy, and the Staff member agrees to comply with this Policy:
.......................................................
Staff member Signature
.......................................................
Staff member Name
.......................................................
Date
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