This policy is complementary to the guidelines found in the general by-law on the same subject.
No director, officer or employee shall have an inappropriate conflict of interest. A conflict of interest will be considered to be inappropriate where such a situation would, in the opinion of the Board, influence or would have the appearance of influencing the conduct or judgment of any director, officer, or employee.
• At each Board meeting, Board members are responsible to declare potential conflicts of interest with items that are on the agenda (employees here and throughout this policy that have access, can influence or participate in Board meetings all other employees are accountable under the employment policies).
• It is also the continuing responsibility of all directors, officers, and employees, to scrutinize their transactions and outside business interests and relationships for potential conflicts of interest and to immediately make such disclosures to the appropriate person: the Chair. The Chair shall bring these matters to a meeting of the Board.
The Board shall then determine whether a conflict exists and whether it is material, and where, in the opinion of the Board, a material conflict exists, decide whether the contemplated transaction may be authorized as just, fair and reasonable having regard to the fiduciary and trustee-like duties, its directors and officers. The primary concern must always be the welfare of WHM and the advancement of its purposes. Even if a director, officer, or employee is invited to enter into a transaction which may be a conflict, but refuses, the individual involved should notify the appropriate person of the offer as a point of information but the Board need not be advised.
The fact that a conflict exists does not necessarily mean that the conflict is objectionable, or material enough to be of practical importance, or that it is necessarily adverse to the interests of WHM or its charitable purposes. However, it is the policy of the Board that the existence of any conflict must be disclosed before any transaction or action is carried out. If a director, officer, or employee has any doubt, or has questions of interpretation, the appropriate person should be consulted.
Violations of this Policy by a director or officer may constitute grounds for dismissal at the exclusive discretion of the Board, particularly if the director or officer has failed to disclose relevant information in a timely manner. Violations of this Policy by an employee may constitute grounds for dismissal at the exclusive discretion of the CEO, with advice to the Board or its executive committee. Disclosure should be made at the earliest date possible and should be in writing.
Conflict of interest arises in a transaction or significant relationship between WHM’s directors, officers, and employees and where the director, officer, employee or a person who does not deal at “arm’s length” with a director, officer or employee:
a. Realizes a direct or indirect gain of a commercial nature,
b. Receives money or property in an amount or having a value in excess of $250, or
c. Receives a direct or indirect significant advantage or privilege in connection with any such transaction or significant relationship.
Areas in Which Conflicts may Arise
Areas of potential conflict areas may include but are not limited to:
a. The acquisition or supply of goods or services.
b. The acquisition or granting of property and equipment leases.
c. The investments made by WHM.
d. Dealings with donors.
e. Dealings with any other individuals, agencies, organizations, companies, governments or associations that affect the purpose or operation of WHM.
Application of the Policy
Examples of potential conflicts of interest are where the director, officer, employee or a person who does not deal at arm’s length with a director, officer, employee or volunteer:
a. Has a significant interest in any business which deals with WHM.
b. Is engaged in a professional practice which provides services to WHM.
c. Is a director or an employee of WHM while serving on the Board or holding an office in any entity that has dealings with WHM.
d. Provides goods or services to WHM for consideration, while serving as a director, officer, or employee of WHM.
e. Receives any compensation, whether cash, goods or services, from any business, charity or individual where such compensation is provided as a direct or indirect result of a relationship established through WHM.
f. Uses WHM’s personnel, equipment, supplies, name, publications, or other resources for non-WHM purposes outside of established policy.
g. Receives personal gifts or loans, having greater than $250 value, from any third parties having dealings with WHM given as a direct or indirect result of WHM relationship.
h. Has an interest in real estate, securities or other property that WHM has an interest in buying or leasing.
i. Uses employee work time during normal business hours for non-WHM purposes without the prior permission of the employee’s immediate supervisor.
Interpretation of the Policy
The examples in section 3 above are not exhaustive. There will be other areas and situations that could also be considered a conflict of interest. The examples are based on the basic principles stated in section 1 above. It is assumed that the directors, officers, and employees will use these principles and recognize a conflict of interest when it arises.
It is the continuing responsibility of all directors, officers and employees to scrutinize their transactions and outside business interests and relationships for potential conflicts of interest and to immediately make such disclosures to the Chair. Even if a director, officer or employee is invited to enter into a transaction which may be a conflict, but refuses, the individual involved should notify the Chair of the offer. The Chair shall bring these matters to a meeting of the Board. The Board shall then determine whether a conflict exists and whether it is material, and where, in the opinion of the Board, a material conflict exists, decide whether the contemplated transaction may be authorized as just, fair and reasonable having regard to the fiduciary and trustee-like duties of WHM, its directors and officers. The primary concern must always be the welfare of WHM and the advancement of its purposes.
Directors, officers and employees must exercise good faith in all their transactions and not use their position or knowledge gained from their position for any personal advantage or privilege. The phrase “advantage or privilege” received or given because of a conflict of interest has a commercial meaning in this policy signifying consideration resulting from covert or overt bartering. There should never be a question of, or even an appearance of, an advantage or privilege being received or given without the individual concerned fully disclosing the facts that could give rise to a question of real or perceived
conflict to the person designated by the Board under this policy.
1 Persons who are not considered to deal at arm’s length with each other include an individual and
a. Related Persons (as defined in the Income Tax Act).
b. An estate or trust (whether incorporated or not) of which the director, officer, employee, volunteer or a family member of any of them is a beneficiary, personal representative, or trustee.
c. A business or not-for-profit entity of which the individual or related person is an officer, director or employee, or a business in which the director, officer, employee or volunteer has significant interests.
d. A law firm, accounting firm, or other professional entity of which the individual or related person is a partner or employee.
e. A significant interest for the purpose of this policy means either direct or indirect control of more than 10% of the business.
Conflict of Interest Policy approved by the Board of Directors: November 13, 2012