Trustee Conflict of Interest Policy
This conflict of interest policy applies to Wikimedia UK (WMUK) trustees.
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, committee member, or any associated person or organisation.
Definitions
A ‘conflict of interest’ arises when the interests or loyalties of an individual trustee are, or could be, different from the best interests of WMUK itself. This may be something that affects the trustee 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 trustee will, or could be, different from the best interests of WMUK itself.
A 'conflicted trustee' is a trustee that in a particular situation has a conflict of interest or a potential conflict of interest.
Background
Individual board members have personal responsibilities, as directors and trustees, to ensure that the decisions and actions they take are in the best interests of WMUK. Where a trustee has an actual or potential conflict of interest it must be disclosed, and action taken to ensure that the trustee's conflict does not affect the charity's decision-making.
The chair 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.
WMUK's articles of association
The articles of association set out some over-arching rules on conflict of interest in clauses M5.1 to M5.7, and clause 22, which cannot be overridden by anything in this policy.
Under article M5.4, no trustee may:
- 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 financial benefit from the charity (other than in some very restricted circumstances)
Under article M5.5b, the charity may not engage or remunerate any firm or company in which a trustee is:
- a partner;
- an employee, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
- a consultant, unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest;
- a director; or
- a shareholder, unless the shares of the company are listed on a recognised stock exchange and the trustee holds less than 1% of the issued capital.
Where a trustee has a conflict of interest, article M5.7 provides that in certain circumstances the unconflicted trustees may may authorise such a conflict of interests where the following conditions apply:
- the conflicted trustee is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;
- the conflicted trustee does not vote on any such matter and is not to be counted when considering whether a quorum is present at the meeting; and
- the unconflicted trustees consider it is in the interests of the charity to authorise the conflict of interest in the circumstances applying.
Article 22.2 further specifies that:
- A trustee must declare the nature and extent of any interest, direct or indirect, which s/he has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not previously been declared. A trustee must absent himself or herself from any discussions of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the charity and any personal interest (including but not limited to any personal financial interest).
Rules and guidance
The following rules and guidance apply in addition to the provisions in the articles relating to conflict.
Declarations of interest
All trustees must, immediately on joining the board, 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 other trustees and to the chief executive. The board will determine what and under what circumstances interests should be held in confidence. A conflicted trustee who is unable to disclose a relevant interest to fellow trustees and to the chief executive must step down from the board.
Trustees must actively keep their declarations up to date, and must notify the chair immediately that any new conflict of interest or potential conflict of interest arises.
At the start of every board meeting and board committee meeting, any trustee 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 trustee becomes aware of being conflicted during the meeting, the fact must be declared immediately. Trustees are expected to disclose the nature, extent, and potential value of any relevant interest and the identities of any other individuals involved.
Trustees 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)
- current or recent employment, partnership, directorship or consultancy with an organisation whose activities are or might be relevant to the charitable activities of WMUK, or any shareholding of greater than 1% in such an organisation.
It is essential for the reputation of WMUK that all trustees are beyond suspicion of conflict. Anything that could give rise to an appearance of conflict must be disclosed: it is not enough that a trustee has no intention of misusing his or her position, that any conflict may be accidental, nor even that the trustee 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.
Disclosure to WMUK partners
Where WMUK is engaged in a project involving an external organisation where a trustee is conflicted in connection with the project arrangement or activities, that fact must to be disclosed to the organisation.
Action to be taken in the event of a conflict
Where a trustee is conflicted in respect of a particular matter, that trustee must be removed immediately and entirely from any decision-making process. He or she must not:
- take part in any board or board 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 meeting of the trustees or at a board committee meeting, the conflicted trustee must leave the room while related discussion and/or decision-making is taking place. The unconflicted trustees must then consider 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 trustee left the room
- that the trustee took no part in discussion or decision-making on the matter
- that the meeting was quorate (not counting the conflicted trustee).
If the requirements of article M5.7 are met, and the non-conflicted trustees resolve that the conflict can properly be handled, they may authorise the charity to do so. They must ensure that the 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 non-conflicted trustees resolve that the conflict cannot properly be handled, they must either take action to remove the conflict or the conflicted trustee must stand down or be removed from the board.
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 trustee who suspects that that any trustee, candidate for trusteeship, board committee member or staff member has or may have an undisclosed conflict must inform the chair immediately.
Employment and consultancy
During the period of trusteeship, and for six months after leaving the board, no trustee may without the consent of the board accept any employed or remunerated consultancy position with, nor may offer remunerated consultancy services to:
- WMUK. Family members of trustees are ineligible for the same period;
- the Wikimedia Foundation;
- any organisation with which WMUK has a recent financial connection (either as funder or as a recipient of funds or gifts in kind), where the connection is significant enough to both parties to give rise to a reasonable perception of a current conflict of interest.
For clarity, the restricted positions include but are not limited to remunerated Wikimedian in Residence posts, administration, advocacy, fundraising and IT-related roles.
Prohibited activities
Trustees 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 trustee and any other activity they engage in, including volunteering activity.
Trustees 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.
Trustees 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 trustees their reasonable expenses incurred as a consequence of their trustee activities.
WMUK seeks to have a diverse board and recognises that not all trustees may be able or willing to pay for their own out-of-pocket expenses. It will therefore reimburse trustee-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 trustee 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. Trustees 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 board, 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 trustee and volunteer activities. Claiming expenses in respect of trustee-related activities is allowed, but submitting trustee-based claims for non-board volunteer costs would represent a conflict. Any non-board 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 trustee will be treated as a significant breach of the Trustee 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 board'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 board.