Conflict of Interest Policy for Board of Governors, Board of Trustees and Committees

A.  Introduction; Interpretation; Application; Special Considerations

1. Purpose

The purpose of this Policy is:

(a) to facilitate the University, the Board, the Trustees, and Committees maintaining the highest business and ethical standards;

(b) to facilitate the protection of the integrity of the University, the Board, the Trustees, and Committees;

(c) to provide guidance for each Governor, Trustee and Committee Member who believes that he or she may have a Conflict; and

(d) to provide a process for dealing with Conflict situations.

2. Duty of each Governor, Trustee and Committee Member

Each Governor, Trustee and Committee Member owes a duty to the University:

(i) to adhere to the highest business and ethical standards in carrying out his or her duties, including the obligation to act honestly, in good faith and in the best interests of the University;

(ii) to disclose each Conflict.

3. Definitions

"Board" means the Board of Governors of the University.

"Chair" means the Chair of the Board, the Trustees or a Committee, as applicable.

"Committee" means a committee of either the Board or the Trustees.

"Committee Members" means members of any Committee.

"Conflict" means a real, potential or perceived conflict of interest of a Governor, a Trustee or a Committee Member where financial, professional or personal considerations may compromise, or have the appearance of compromising, the judgement of a Governor, a Trustee or of a Committee Member in carrying out his or her duties as a Governor, as a Trustee or as a Committee Member, as the case may be.

"Conflict Declaration" means a declaration made pursuant to Subsection B.2(a) or Subsection B.2(b) of this Policy.

"Contract" means a contract or a proposed contract with the University.

"Contract Declaration" means a declaration made pursuant to Section B.1 of this Policy regarding a Contract.

"Disclosure Form" means the form of Disclosure Form (referred to in Part C of this Policy) in the form approved by the Board from time to time.

"Family" means, in relation to an individual, his or her spouse, mother, father, sister, brother, daughter, step-daughter, son, step-son, parent-in-law, sister-in-law, brother-in-law, daughter-in-law, son-in-law, aunt, uncle, niece or nephew.

"Meeting" means a meeting of the Board, the Trustees or a Committee, as applicable.

"Policy" means this Conflict of Interest Policy.

"Process for Resolution" means the process set out in Section B.3 below.

“Spouse” means either of two persons who:

(a) are married to each other, or

(b) have together entered into a marriage that is voidable or void, in good faith on the part of a person relying on this clause to assert any right, or

(c) either of two persons who are not married to each other and have cohabited, (i) continuously for a period of not less than three years, or (ii) in a relationship of some permanence, if they are the natural or adoptive parents of a child. (“conjoint”).

"Trustees" means the Board of Trustees of the University.

"University" means the University of Guelph.

4. Types of Conflicts

Situations where a Conflict might arise cannot be listed exhaustively.  Conflicts generally arise in the following circumstances:

(a) Contracts.  When a Governor, a Trustee or a Committee Member is directly or indirectly interested in a Contract.

(b) Acting for an Improper Purpose.  When a Governor, a Trustee or a Committee Member acts in self-interest or for a purpose collateral to the interests of the University.

(c) "Wearing Two Hats".  When a Governor, a Trustee or a Committee Member diverts to his or her own use and benefit an opportunity in which the University has an interest.

(d) Serving on Competing Corporations.  When a Governor, a Trustee or a Committee Member has a conflict of "duty and duty".  This might arise when, for example:

(i) the Governor, the Trustee or the Committee Member serves on the board of another corporation that has a contractual relationship with the University; or

(ii) the Governor, the Trustee or the Committee Member serves on the board of another corporation and possesses confidential University information that is of importance to a matter being considered by the board of the other corporation.

(e) Misuse of University Information.  When a Governor, a Trustee or a Committee Member uses confidential University information for personal gain.

(f) Personal or Familial Gain.  When a Governor, a Trustee or a Committee Member will gain or be affected by a decision of the Board, the Trustees or the relevant Committee or when a Governor, a Trustee or a Committee Member is aware that a member of his or her Family will gain or be affected by a decision of the Board, the Trustees or the relevant Committee.  For example, when a Governor, a Trustee or a Committee Member:

(i) is a faculty member;

(ii) is a student at the University; or

(iii) is aware that he or she has a member of his or her Family who is a student at the University.

5. Application

All Governors, Trustees and Committee Members are required to abide by both the letter and spirit of this Policy.

6. "Structural Conflicts"

The University's governance structure creates automatic Conflicts, especially given the University, faculty, staff and student roles on the Board and on certain Committees.  However, these "structural Conflicts" need not prevent participation in most aspects of deliberations by the Board, the Trustees or the relevant Committee.  For example, if the Board is aware of an obvious "structural Conflict", as a practical matter, it should not be necessary to make note of the Conflict in regular proceedings of the Board; on the other hand, where the Conflict may not be obvious (such as, for example, where an individual who is subject to this Policy has a member of his or her Family who is a student at the University and such individual is aware of that fact), the Conflict should be declared in accordance with Part B of this Policy and recorded in the minutes of the relevant Meeting so that all Governors, Trustees or Committee Members (as the case may be) are aware of the situation.

B.  Declarations; Disclosure; Process for Resolution

1.   Conflicts related to Contracts

(a) Contract Declarations.  Every Governor, a Trustee or a Committee Member who is in any way directly or indirectly interested in a Contract shall declare that interest at a Board meeting or the relevant Committee meeting or shall disclose the interest to the Chair (a "Contract Declaration").  The Board and each Committee will record every Contract Declaration in the minutes of the relevant Meeting.

(b) Proposed Contracts.  In the case of a proposed Contract, the Contract Declaration shall be made prior to or at the Meeting at which the question of entering into the Contract is first considered.  In the event that the Governor, the Trustee or the Committee Member is not interested in the proposed Contract at the date of such a Meeting, the Contract Declaration shall be made prior to or at the next Meeting held after he or she becomes so interested.

(c) Existing Contracts.  In the case where the Governor, the Trustee or the Committee Member becomes interested in a Contract after it is made, the Contract Declaration shall be made at or prior to the first Meeting held after he or she becomes so interested.

(d) Process for Resolution.  In the event that a Contract Declaration is made pursuant to this provision, the Process for Resolution will then be followed.

(e) No Remuneration.  A Governor, a Trustee or a Committee Member who has an interest in a Contract shall ensure that he or she does not receive, directly or indirectly, remuneration as a result of the Contract.

(f)  Collective Agreements.  For greater certainty:  a collective agreement to which one party is a trade union of which a Governor, a Trustee or a Committee Member is a member is not a Contract with respect to which a Contract Declaration must be made pursuant to either Subsection B.1(a) or Subsection B.1(c); a proposed collective agreement to which one party is to be a trade union of which a Governor, a Trustee or a Committee Member is a member is not a proposed Contract with respect to which a Contract Declaration must be made pursuant to Subsection B.1(b); and Subsection B.1(e) shall not apply to a collective agreement to which one party is a trade union of which a Governor, a Trustee or a Committee Member is a member.

2.  Other Conflicts

1. Self-Disclosure regarding Conflicts

In circumstances where a Governor, a Trustee or a Committee Member has a Conflict that is not related to a Contract, at the earliest opportunity he or she will disclose the Conflict to the Chair.  Such Disclosure shall describe the nature and extent of the Conflict.  If a Governor, a Trustee or a Committee Member is uncertain whether a Conflict exists, the Governor, the Trustee or the Committee Member will err on the side of disclosure.  In the event that a Conflict is disclosed pursuant to this provision, the Process for Resolution will then be followed.

2. Conflicts Disclosed by Another

If any Governor, Trustee or Committee Member believes that another Governor, Trustee or Committee Member has a Conflict, then at the earliest opportunity the former shall refer the situation to the Process for Resolution by disclosing the Conflict to the Chair.  Such Disclosure shall describe the nature and extent of the Conflict.

3.Disclosure by Chair

If the Chair of the Board, the Trustees or a Committee wishes to disclose any matter in accordance with this Policy, he or she shall make such disclosure to the Vice-Chair of the Board, the Trustees or the relevant Committee (respectively) or to the University Secretary.

3. Process for Resolution

A Contract Declaration made pursuant to Section B.1 and a Conflict disclosed pursuant to Section B.2 will be referred to the following process for resolution:

(a) in the case of a Contract Declaration (Section B.1) or a self-disclosed Conflict (Subsection B.2(a)), the Governor, the Trustee or the Committee Member who has made the Contract Declaration or declared the Conflict shall declare to the Board, the Trustees or the relevant Committee the nature and extent of the Conflict (a "Conflict Declaration") at the earliest opportunity (and not later than the Meeting at which the matter to which the Conflict relates is to be considered).

(b) in the case of a Conflict disclosed by another (Subsection B.2(b)), the relevant Chair shall declare to the Board, the Trustees or the relevant Committee the nature and extent of the Conflict (also a "Conflict Declaration") as soon as possible and not later than the Meeting at which the matter to which the Conflict relates is to be considered.

(c) A Governor, a Trustee or a Committee Member to whom there relates a Conflict which is an obvious structural Conflict of the type referred to in Section A.6 or a Conflict referred to in a Conflict Declaration may participate in the discussion and may vote on the matter to which the Conflict relates, unless:

(i) the Governor, the Trustee or the Committee Member is a member of faculty or a member of staff, and the matter being considered involves that Governor, that Trustee's or that Committee Member's remuneration, in which case the Governor, the Trustee or the Committee Member may participate in the discussion of the matter but may not vote on the matter (provided that, for greater certainty:

(A) if the matter to which the Conflict relates is a pension-related matter which indirectly rather than directly affects a Governor, the Trustee or the Committee Member who is a member of faculty or a member of staff, the Governor, the Trustee or the Committee Member may participate in the discussion of the matter and may vote on the matter); or

(B) if the matter to which the Conflict relates is related to: 

(1) an aspect of a collective agreement to which one party is a trade union of which a Governor, a Trustee or a Committee Member is a member and the aspect does not directly relate to the remuneration of the Governor, a Trustee or a Committee Member; or

(2) an aspect of a proposed collective agreement to which one party is to be a trade union of which a Governor, a Trustee or a Committee Member is a member and the aspect does not directly relate to the remuneration of the Governor, a Trustee or a Committee Member;

the Governor, the Trustee or the Committee Member may participate in the discussion of the matter and may vote on the matter); or

(ii) the Meeting then determines otherwise, provided that:

(A) in the case of a self-disclosed Conflict (Subsection B.2(a)), the Governor, the Trustee or the Committee Member who has declared the Conflict may not vote on such determination (but will be counted for the purposes of establishing the quorum for the Meeting); and

(B) in the case of a Conflict disclosed by another (Subsection B.2(b)), neither the Governor, the Trustee or the Committee Member who disclosed the Conflict nor the Governor, the Trustee or the Committee Member to whom the Conflict relates may vote on such determination (but each will be counted for the purposes of establishing the quorum for the Meeting).

(d)  The Board, the Trustees and each Committee will record every Conflict Declaration and every determination referred to in Clause B.3(c)(ii) in the relevant portion of the minutes of the Meeting.
 

C. Disclosure Forms

  1. The University requires that each Governor, Trustee and Committee Member complete and submit to the University Secretary a Disclosure Form when he or she first takes office and at least annually thereafter during his or her term of office.  The purposes of the Disclosure Form are to facilitate:

(a) the consideration by each Governor, Trustee and Committee Member of his or her relationships, board positions, interests in companies, interests in contracts, and other matters with a view to assessing whether or not he or she has a Conflict;

(b) the disclosure of Conflicts as contemplated by this Policy.

Importantly, the completion and submission of a Disclosure Form is neither a Conflict Declaration nor a Contract Declaration under this Policy.

  1. A Conflict disclosed on a Disclosure Form shall be communicated at the earliest opportunity by the Secretary to the relevant Chair.
  2. In the event that a Conflict is disclosed pursuant to Subsection C.2, the relevant Chair will ask the disclosing Governor, Trustee or Committee Member to comply with Subsection B.2(a) as soon as reasonably possible.  If the relevant Chair then determines that the relevant Governor, Trustee or Committee Member has not complied with Subsection B.2(a) within a reasonable time period, the Chair may disclose the Conflict in accordance with Subsection B.2(b).

Approved by the Board of Governors APRIL 14, 2010