Committee Member Conflict of Interest Policy
This conflict of interest policy applies to non-trustee members of Wikimedia UK (WMUK) board committees with delegated powers.
Statement of Intent
WMUK is committed to ensuring its decisions and decision-making processes are, and are seen to be, free from personal bias and that they do not unfairly favour any trustee, board committee member, or any associated person or organisation.
Definitions
In this policy, 'member' means a non-trustee member of a WMUK board committee with delegated powers.
A ‘conflict of interest’ arises when the interests or loyalties of an individual member are, or could be, different from the best interests of WMUK itself. This may be something that affects the member either directly, or indirectly through a family-member, friend, business partner or via a personal connection with any organisation other than WMUK.
Conflicts may be potential as well as actual. A 'potential conflict of interest' arises when there is a realistic possibility that the future interests or loyalties of an individual member will, or could be, different from the best interests of WMUK itself.
A 'conflicted member' is a member that in a particular situation has a conflict of interest or a potential conflict of interest.
Background
Members have a responsibility under this policy to ensure that the decisions and actions they take are in the best interests of WMUK. Where a member has an actual or potential conflict of interest it must be disclosed, and action taken to ensure that the member's conflict does not affect the charity's decision-making.
The chair of the board and the Governance Committee have responsibility for monitoring the operation of this policy. The Audit and Risk Committee has responsibility for monitoring the risks to the charity inherent in any particular conflict.
Rules and guidance
Declarations of interest
All members must, immediately on joining the committee, make a declaration of all known conflicts of interest and potential conflicts of interest. Declarations will be publicly recorded at Declarations of Interest.
Where there is - very exceptionally - an overriding need for a particular interest to be kept confidential having due regard to the charity's commitment to transparency, it will be recorded privately, and details sent in confidence to trustees and to the chief executive. The board will determine what and under what circumstances interests should be held in confidence. A conflicted member who is unable to disclose a relevant interest to trustees and to the chief executive must step down from the committee.
Members must actively keep their declarations up to date, and must notify their committee chair or the chair of the Board immediately that any new conflict of interest or potential conflict of interest arises.
At the start of every committee meeting, any member who knows of a conflict of interest or a potential conflict of interest relating to an item on the agenda must declare that fact. If any member becomes aware of being conflicted during the meeting, the fact must be declared immediately. Members are expected to disclose the nature, extent, and potential value of any relevant interest and the identities of any other individuals involved.
Members must take a precautionary approach when considering which interests should be disclosed, bearing in mind its importance in maintaining the reputation of WMUK. The following is a non-exclusive list of the matters that are expected to be disclosed:
- all paid positions held or formerly held with the Wikimedia Foundation
- current or recent paid positions with any organisation that is or has within the preceding twelve months been:
- a significant funder of WMUK (in cash or kind), or
- a significant recipient of funds from WMUK
- current or recent paid positions with any Wikimedia movement organisation or group, whether formally recognised by the Wikimedia Foundation or not
- current or recent volunteer positions held on a Wikimedia Foundation project or within the Wikimedia community that permit access to non-public information. (Examples include OTRS agent, checkuser, steward, oversighter, member of the English Wikipedia's arbitration committee; but not editor, administrator or bureaucrat).
It is essential for the reputation of WMUK that all members are beyond suspicion of conflict. Anything that could give rise to an appearance of conflict must be disclosed: it is not enough that a member has no intention of misusing his or her position, that any conflict may be accidental, nor even that the member knows that in fact there is no conflict at all. WMUK not only has to uphold the highest standards of probity but it has to be seen to do so. For that reason, any situation in which there may be a reasonable public perception of conflict has to be treated in the same way as an actual conflict.
Action to be taken in the event of a conflict
Where a member is conflicted in respect of a particular matter, that member must be removed immediately and entirely from any decision-making process. He or she must not:
- take part in any committee discussions relating to the matter
- take part in any decision-making related to the matter
- be counted in the quorum for decision-making related to the matter.
Where a conflict matter arises at a committee meeting, the conflicted member must leave the room while related discussion and/or decision-making is taking place. The board must then consider at the earliest opportunity whether it is in the interests of the charity to authorise the conflict of interest.
The minutes must note:
- the nature of the conflict
- that the member left the room
- that the member took no part in discussion or decision-making on the matter
- that the meeting was quorate (not counting the conflicted member).
If the board resolves that the conflict can properly be handled, it may authorise the charity to do so. The board must ensure that the board minutes record the actions that have been or will be taken to ensure that the conflict will not affect the decision-making process. If the board resolves that the conflict cannot properly be handled, it must either take action to remove the conflict or the conflicted member must stand down or be removed from the committee.
When considering whether to authorise a conflict of interest, the board must take due regard of the current Charity Commission guidance, and they must consider whether it may be prudent to seek the permission of the Charity Commission in some circumstances.
A member who suspects that that any trustee, member or staff-member has or may have an undisclosed conflict must inform the chair of the Board immediately.
Prohibited activities
Members must not use their WMUK position or title to advance their private interests or those of any family-member, friend, business partner or any external organisation with which they have a connection. They must at all times ensure a clear public distinction between their role as member and any other activity they engage in, including volunteering activity.
Members may not accept non-trivial gifts in connection with their WMUK activities, nor may they accept such gifts for any family-member, friend, business partner or for any external organisation with which they have a connection.
During the period of committee-membership no member may without the consent of the Board:
- buy any goods or services from the charity;
- sell goods, services, or any interest in land to the charity;
- be employed by, or receive any remuneration from the charity; or
- receive any other material financial benefit from the charity.
Unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, during the period of committee-membership the charity may not without the consent of the Board engage or remunerate any firm or company in which a member is:
- a partner;
- a senior employee;
- a consultant;
- a director; or
- a controlling shareholder.
Members are not eligible to receive any prizes or awards in connection with WMUK activities.
Expenses
It does not represent a conflict for the charity to reimburse members their reasonable expenses incurred as a consequence of their member activities.
WMUK seeks to have a diverse committee-membership and recognises that not all members may be able or willing to pay for their own out-of-pocket expenses. It will therefore reimburse member-related expenses that are properly incurred for the benefit of the charity. Advance payment of expenses will be considered where cost may be an obstacle to any member carrying out their duties.
Expenses will only be reimbursed if they are approved in principle prior to the expense, are reasonable, are on the proper form, are supported by receipts where required, and are properly authorised. Members are expected to keep the expenses they incur to the lowest reasonable level. Authorisers must only pay claims where they have been properly submitted.
Travel by private motor vehicle or bicycle will be reimbursed at the standard HMRC rates. Travel by train or aeroplane will be reimbursed at standard class rates.
Expense claims must be accurate. Submitting a false or misleading claim, even if not paid, may represent a criminal offence and will be treated as a serious breach of these rules.
Examples
- If a partner organisation offers to pay for your lunch to discuss joint activities then this may be acceptable, but a judgement should always be made as to whether the gift is appropriate. Where it could be perceived as impairing your ability to make independent decisions in the best interests of the charity, at the time or in the future, then the gift must be declined.
- Pushing for the charity to pay to hire a room at your workplace would represent a conflict. If you consider that your workplace offers good value, you could mention it to the committee, but must absent yourself from any discussions leading up to a decision. Of course, it is quite acceptable to negotiate with your workplace to offer the charity a free room booking.
- Should you be offered by virtue of your position free flights or entry to a conference, you should consider carefully whether the offer could be perceived as a personal free gift, with some return expected, rather than as a simple donation to the charity.
- Care needs to be taken to separate committee-member and other volunteer activities. Claiming expenses in respect of committee-related activities is allowed, but submitting committee-based claims for non-committee volunteer costs would represent a conflict. Any non-committee volunteer expenses should be treated separately, and must be approved in advance by staff in the same way as those of any other volunteer.
Breaches of these rules
Any significant breach of these rules by a member will be treated as a significant breach of the Committee Member Code of Conduct and will be dealt with in accordance with that code.
Minor accidental breaches of these rules may be reparable, at the discretion of the board, but given the importance of maintaining the committee's probity and its reputation, deliberate or reckless breaches, even minor ones, are likely to be treated as serious and to result in ejection from the committee.