Hi Stephan! OK, one more reply (against my better judgement!)
On Sun, Oct 30, 2022 at 7:52 PM Stephan Ficht < stephan.fi...@documentfoundation.org> wrote: > > Am 30.10.22 um 18:51 schrieb Simon Phipps: > > In particular the wording of section 2 could lead a reader to the wrong > > conclusions. > Everyone can read there [1]: > "A personal interest is not identical to, but tends to qualify as a > Conflict of Interest when it *can* result in improper conduct." > > My understanding of the word *can* is here: The possibility alone is > sufficient. > I do not read it that way. In that sentence "tends" and "can" go together and inform us the writer of that phrase felt that personal interest and CoI were usually the same thing but not always, without giving us any tools to understand when. The document promises to help us determine which personal interests conflict with TDF's interests, and the only place a tool for that exists is in Section 5.3. So the best approach is still to regard 5.3 as definitive. > > It's clarified helpfully by Section 5.3 which explains that a personal > > interest is not an actual/potential conflict of interest until the Board > > has determined that it is based on the evidence. > Everyone can read there[1]: > "The remaining Board of Directors shall determine if a Conflict of > Interest actually exists, before the Board of Directors takes action." > > My conclusion: these two sentences lead straight away to an existing > Conflict of Interest, right? > I would not say so, no - the text says "if" not "that", and that conclusion is not appropriate unless and until a CoI is determined by the Board. I would suggest you "look down the telescope the other way" and ask what the Board's actions (or rather the lack of them) tell us about the existence of a CoI. Every director is well aware both of the policy and of every other director's declared interests so it seems safe to use this as an indicator. Section 5.3 indicates that if the Board has received notice and neither taken action nor determined the personal interests rise to the level of a CoI then there is no CoI. > most Boards on which I have served have assumed by default > > that directors can be trusted to highlight any case where a declared > > interest of theirs conflicts with the interests of the organisation in a > > harmful way. > Great if that works out. It has to be worth trying. Endlessly weaponising CoI to exclude TDF's key contributors is getting tiresome. > And to consider what is written there, rather than interpretation. There are unfortunately no safe direct readings of this document so interpretation is inevitable. Claiming any reading is plainly correct is itself an interpretive act. Cheers Simon -- *Simon Phipps* *TDF Trustee*
