Conflict of Interest Policy
1. Goals of DTP
This policy outlines the principles applying to the declaration and management of actual and potential conflict of interest. These principles apply in addition to the duties of directors under the Corporations Act 2001 (Cth) to disclose material personal interests in matters that relate to the affairs of the Diplomacy Training Program (DTP) and to exclude themselves from discussion of and voting upon such matters.
The objectives of this policy are:
- to protect the DTP’s interest in impartial and objective decision making;
- to protect the reputation of the DTP by maintaining ethical standards of good judgment, fairness and integrity in all its activities;
- to ensure that employees and Board members (Board) always observe the highest standard of business ethics; and
- to avoid any activity or interest that might reflect unfavourably upon a staff or Board member’s own integrity and good name, or upon the integrity and good name of the organisation.
The policy applies to all Board members, staff and volunteers.
A conflict of interest can:
- Be actual (i.e. there is an obvious or demonstrable conflict of interest) or perceived (i.e. an onlooker may reasonably assume there is a conflict);
- Be based on personal and/or financial matters;
- Arise from the interests of persons or entities related to or associated with Board members, staff and volunteers; and/or
- Arise from duties which are owed to persons or entities other than the DTP.
Where a conflict of interest occurs involving a member of the Board, employee or volunteer the following procedures should be adopted:
- Where goods or services, other than those provided by contracts of employment, are to be provided to DTP in return for remuneration by a member of the Board, employee or volunteer, a proper tendering process should be established which includes obtaining at least three competitive quotations.
- Members of the Board should absent themselves from proceedings at meetings where decisions are taken which benefits themselves or any member of their family (including family companies). Similarly no employee or volunteer should be involved in making any recommendation or similar in respect of the relevant goods or service.
- A permanent register of pecuniary interests must be maintained.
4. Management of Conflicts of Interest
The following procedures are designed to manage situations that present conflicts of interest. The procedure to be applied will depend on assessment of the degree of risk in the situation, based on the key test for conflict of interest – whether a reasonable disinterested person would think these relationships and interests could conceivably conflict or appear to conflict with the person’s public/official role and responsibilities to the organisation.
The procedures for management fall into categories based on increasing levels of risk. These procedures are not all-inclusive and may require variation in particular circumstances.
- An actual, perceived, or potential conflict of interest must always be disclosed. Information about the procedure for the disclosure of actual, perceived, or potential conflict of interest is set out below. The form of the disclosure must be sufficient to allow a decision to be made about its management. In most situations, compliance with the disclosure procedure will be the only action required.
- In the case of multiple relationships by a member of staff or Board with the same company or other external organisation, it may be necessary for the organisation to review the totality of the relationship between the staff or Board member and the company or organisation.
- In the case of the DTP relying on the voluntary efforts of its members to handle the DTP’s operations and there being multiple family members involved in the DTP’s governance and operations, the Board of the DTP will need to take additional procedural precautions and the Board must approve and document the:
- roles of each member involved in the DTP’s governance (and the roles of each member must be clearly described); and
- decision-making procedures and arrangements in place for such members, in order to prevent a conflict of interest which may arise due to there being multiple family members. For example, no two family members should be bank signatories or be solely responsible for decision making.
- Management procedures will escalate commensurate with the risk presented. This may include public disclosure of conflict of interest.
Should there be a conflict of interest a full and frank disclosure of the conflict is required to be reported and appropriate measures adopted to overcome the conflict (including not voting on matters concerning appointment and fees).
The chairperson of the Board will be responsible for establishing a process that involves the remaining meeting members to assess whether a conflict of interest does in fact exist and, if so, its significance and any action that needs to be taken. Depending on the circumstances, such a process may include:
- discussion with the relevant member;
- the establishment of a specific committee to assess the issues; or
- referral to the Board members.
If the actual or potential conflict involves the chairperson, he or she should, after disclosing it to the meeting, vacate the chair for discussion that will follow (the members present may appoint an acting chair for this purpose).
6. Member should not participate in the discussion
Having made a declaration, the member should then leave the meeting room. In general, such disclosures should be discussed in the absence of that member by the remaining members of the DTP, who together should decide:
- whether a conflict of interest actually exists;
- if so, its significance and likely impact on the item or items of business to which it applies; and
- what action, if any, needs to be taken.
The remaining members may resolve to invite the member with the conflict to re-join the meeting. The remaining members may or may not allow the conflicted member to participate in the discussion and/or the decision, but if they do so, the resolution should include that fact and be recorded accordingly in the minutes of the meeting. The member can be asked to leave at any time, i.e. prior to or after the decision is made.
7. Minutes of a meeting
The minutes of a meeting should record:
- the fact that the declaration was made, and the details of the conflict;
- the process adopted by the members to deal with it; and
- the resolution or other conclusion of the members following their consideration of the matter, including any actions that were taken.
8. Conflicts of interest arising from close relationships
If a close family member (such as a spouse, de facto spouse, partner or child) of a member of the Board (Member) or another person with whom the Member has a close personal, professional or business relationship (Close Party) consults to, or works in any capacity for, an organisation with which the DTP may have dealings (Outside Body) then members should exercise caution.
Generally, when a Member is participating in anything that involves an Outside Body with which a Close Party is associated, the Member should be careful to avoid doing anything that can be misconstrued by third parties, such as:
- participating in any meeting or discussion (whether or not in the company of other DTP personnel) with just that Outside Body or its representatives; or
- engaging in any correspondence with that Outside Body or its representatives.
Date of Adoption: 13th August 2019
Renewed: 13th August 2021
Date for Renewal: August 2023