Friday 22 May 2020

Governance Issues - Conflicts of Interest

Conflicts of Interest (C.O.I.) put the wind up people unnecessarily. Declaring a C.O.I. or suggesting others should isn't a threat. It actually protects an organisation, a board, the directors with or without the conflict.

If you run a meeting then chances are you have an agenda item named "Conflicts of Interest" and the prime point here is its better to over declare than not declare when maybe unsure if you should.

Next point to remember, C.O.I.s are inevitable if not unavoidable. Talk to a Shire Councillor.
Its not the C.O.I. itself that is the problem to worry about, the problem arises when its either not declared or its is declared and not managed diligently.

In the event of a legal disaster the first port of call for a judge is to determine who the "board of directors" is or in the absence of that term being used find who fulfills the role of board & directors. If there is a legal disaster the next thing the Judge will do is look for minutes of meetings.

That's why in director training they often refer to meeting minutes as being...

 "THE LETTER TO THE JUDGE YOU HAVEN'T MET YET"


Whilst there, there's a checklist the judge will progress through with a prominent one being "Declarations of Conflicts of Interest" or "Conflict of Interest register" or similar.

If there are none, expect him/her to dig deeper to discover if there are any that weren't declared.
If there are some, expect him/her to dig deeper to discover if there are any that weren't declared.

Hint, the person with the undeclared C.O.I....yeah don't be that person. Just don't.

Once the judge is satisfied, expect him to go deeper into ones that are related to the complaint.
If they're missing it is not a good look at all for anyone on the board, the CEO or the Chair.

C.O.I.s are inevitable and pretty much unavoidable but sometimes just declaring them might be the only action required, other times leaving the room whilst a connected issue is being attended to, BUT...in any case it is far better to over declare than not declare at all.

If your board is hesitant or worse still resisting pursuing proper declarations of Conflict Of Interest then the board probably needs proper training on Corporate Governance. My advice for whatever its worth is push for proper governance, push for proper corporate governance training of directors, the chair & the CEO and if they're hesitant to that...well its up to you but I'd resign on the spot, then get down to ASIC and register your resignation rather than wait until your CEO or Company Secretary gets around to it. If they're sloppy & lazy in basic governance remember if they take a week or 10 days or longer to inform ASIC. Heads up you're technically still liable for their decisions in your absence until ASIC is informed.

Protect your members, your board, yourself...push for a proper Conflict of Interest Register because it's proper good governance and it protects everyone. If someone deliberately fails to declare a C.O.I. whilst sitting on a board they've breached their fiduciary duty & the reasonable person's test or "the business test" - Fix it or get the hell out of Dodge AS SOON AS POSSIBLE

If you're unsure of C.O.I. try the attached link to a resource from the Australian Institute of Company Directors.

http://aicd.companydirectors.com.au/resources/not-for-profit-resources/nfp-resources/5-tips-for-dealing-with-conflicts-of-interest

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