The purpose of this policy is to help board members, employees, consultants and contractors of Rainforest 4 Foundation to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of Rainforest 4 Foundation and manage risk.
The Rainforest 4 Foundation board (called the ‘board’ in this policy) aims to ensure that board members, employees, consultants and contractors are aware of their obligation to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of Rainforest 4 Foundation.
This policy applies to the board members of Rainforest 4 Foundation, employees, consultants and contractors.
4. Definition of conflicts of interests
A conflict of interest occurs when a person’s personal interests’ conflict with their responsibility to act in the best interests of the charity. Personal interests include direct interests, as well as those of family, friends, or other organisations a person may be involved with or have an interest in (for example, as a shareholder).
It also includes a conflict between a board member, employee, consultant and contractor’s duty to Rainforest 4 Foundation and another duty that they have (for example, to another charity). A conflict of interest may be actual, potential or perceived and may be financial or non-financial. These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the charity.
Therefore, these situations must be managed accordingly.
5. Specific rules
Employment of close relative. No relative, spouse, or significant other of an employee may be placed in the same department as a close relative who is also an employee or proposed employee. No employee may be placed in a position at Rainforest 4 Foundation where they would report directly to a spouse, significant other, or close relative. No person related to or in a relationship with a board member may be employed by the Rainforest 4 Foundation in any capacity, whether as an employee, consultant, or outside contractor, except by prior express authorisation of the board of directors.
Accepting or Giving Gifts or Gratuities. No member of the board, employee, spouse, close relative or significant other of a board member or an employee shall accept or solicit any personal gift or gratuity, including such non-monetised gifts or other inducements, from any individual or organisation that has an interest in an issue, matter or transaction in which Rainforest 4 Foundation has an interest, nor shall a member of the board, employee, spouse, close relative, or significant other, make a gift to such a person. Note: This prohibition does not apply to gifts of nominal value such as, a meal, or gifts of value less than $100 in the aggregate in any one year.
Improper influence. No board member, employee, their spouse, significant other, or close relative should attempt to influence Rainforest 4 Foundation’s position on any issue, matter or transaction when acting on his or her own behalf or when acting on behalf of another person, business, organisation or group without, at a minimum, full disclosure of such non-Rainforest 4 Foundation interest in any discussion or deliberation of such issue, matter or transaction.
Outside work and voluntary activities. No board member, employee, their spouse, significant other, or close relative shall engage in employment, consulting work or volunteer activity outside of Rainforest 4 Foundation that competes directly with Rainforest 4 Foundation’s business or takes an opportunity from Rainforest 4 Foundation or implies Rainforest 4 Foundation’s sponsorship or support of the outside employment or activity.
Rainforest 4 Foundation board members, employees, their spouse, significant other, or close relatives, shall neither give, participate in, acquiesce in, nor accept nor solicit personal gifts, gratuities, bribes or kickbacks, including non-monetised benefits such as offers of future employment or other inducements, from any party seeking to do business with Rainforest 4 Foundation or to influence Rainforest 4 Foundation’s decision or opinion on any programmatic, employment, or contractual matter or to influence Rainforest 4 Foundation’s action in comparable circumstances.
This policy has been developed to address conflicts of interest affecting Rainforest 4 Foundation.
Conflict of interest are common, and they do not need to present a problem to the charity as long as they are openly and effectively managed.
It is the policy of Rainforest 4 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 to Rainforest 4 Foundation.
Rainforest 4 Foundation will manage conflicts of interest by requiring board members 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.
6.1. Responsibility of the board
The board is responsible for:
- establishing a system for identifying, disclosing and managing conflicts of interest across the charity
- monitoring compliance with this policy, and
- reviewing this policy on an annual basis to ensure that the policy is operating effectively.
- The charity must ensure that its board members are aware of the ACNC governance standards, particularly governance standard 5, and that they disclose any actual or perceived material conflicts of interests as required by governance standard 5.
6.2. Identification and disclosure of conflicts of interest
Once an actual, potential or perceived conflict of interest is identified, it must be entered into Rainforest 4 Foundation’s register of interests, as well as being raised with the board.
Where every other board member shares a conflict, the board should refer to ACNC Governance Standard 5 to ensure that proper disclosure occurs. The register of interests must be maintained by the chief executive officer. The register must record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).
6.3 Confidentiality of disclosures
Access to information disclosed shall be restricted to the board of directors and the chief executive officer. Exceptions may occur if it is deemed that in the interests of Rainforest 4 Foundation there be a public disclosure.
7. Action required to manage conflicts of interest
7.1. Conflicts of interest of board members
Once the conflict of interest has been appropriately disclosed, the board (excluding the board member who has made the disclosure, as well as any other conflicted board member) must decide whether or not those 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, it may be worth the board considering if it is appropriate for the person conflicted to resign from the board. The board will also decide on the management of declared interests of employees, consultants and contractors.
7.2. What should be considered when deciding what action to take
In deciding what approach to take, 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 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 charity.
- The approval of any action requires the agreement of at least a majority of the board (excluding any conflicted board member/s) who are present and voting at the meeting.
The action and result of the voting will be recorded in the minutes of the meeting and in the register of interests.
8. 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 take action against them. This may include seeking to terminate their relationship with the charity and taking appropriate disciplinary action appropriate to the seriousness of the breach.
If a person suspects that a board member, employee, consultant or contractors has failed to disclose a conflict of interest, they must notify the person maintaining the register of interests.
Conflict waivers shall be in writing with such terms and conditions are reasonable to protect the interests, reputation, and public appearance and perception of the organisation. No conflict waivers are effective, unless they are in writing.
This policy was adopted by the Rainforest 4 Foundation board of directors on the 12th of March 2020.