Hi Thorsten and all, On 30/03/2023 19:42, Thorsten Behrens wrote:
Hi Andreas, dear list,Andreas Mantke wrote:Am 29.03.23 um 15:58 schrieb Cor Nouws:A personal interest is not a conflict of interest which in general is not a reason to abstain from discussing topics.sorry to be very clear here: I've never read or heard such nonsense inside other communities, I'm active in.Whether you like it or not, what Cor states is within the rules the board operates under: https://wiki.documentfoundation.org/TDF/BoD_rules (in particular, the current CoI policy).
unfortunately this is a topic that keeps being interpreted in different ways and it's a source of frequent frictions as threads show on board-discuss and elsewhere.
By stating that a director which declared a personal interest can participate to the discussion and influence board decisions on topics that are also covered by several regulations (item 5), then it is clear that we create the condition for a perceived/potential/actual conflict of interest.
The CoI Policy is a guideline for a process based on Article 8 of our statutes, including Art. 8.4 "The Board of Directors prevents possible conflicts of interest within the foundation.", so when a possible conflict of interest is brought to the attention of the board (as Andreas did), the board must investigate it.
Trying to dismiss that by just pointing members of the board of trustees enquiring on transparent processes to the CoI Policy doesn't make the situation look much better.
It seems like some people think that my statement in my previous email is wrong: "I presume it is common knowledge that a conflict of interests isn't confirmed only when directors with a personal interest cast their vote, the perceived/actual conflict of interests materialises also along the whole decision process if the directors influence the process and other non conflicted members."
Ref: https://listarchives.documentfoundation.org/www/board-discuss/2023/msg00082.html
There is probably a need, within the board, to still clarify and implement processes that ensure there are no eventual issues with various local regulations and that they are in line with the recommendations received from the specialists that have been consulted.
Last time I checked, especially for item 5 which is linked to items 6 and 7, there are indeed EU rules, regulations and processes which we share, in their fundamental scope, with public institutions.I think the documents, linked by Paolo in his email on this list, should show, that all members with a personal interest had to keep out of any discussion (and decision) of the corresponding topics.That might be your personal opinion, but since TDF is not an EU institution, we operate under slightly different rules.
Saying that we are not an EU institution or that we are somehow a different type of organisation doesn't mean we shouldn't respect those rules especially if experts in the subject that have been consulted say that all organisations in similar positions should respect those rules and processes.
Paolo knows this, and has personally participated in discussion around LibreOffice Online (where he has/had an interest).
It is good that this has been mentioned that as it shows that under some conditions the board does the right thing and investigates the potential conflict of interests when there is a doubt.
That situation was quite peculiar as, to this day, I still don't know if directors with opposite affiliations and personal interests related to the matter (at the time the board included 4 directors, the majority, in that position) participated to the process influencing the determination of that personal/business interest and it hasn't yet been determined if that is a commonly acceptable way to do it.
At the end of months of investigation I've been found by the majority of the board as having a personal/business interest in "an online version of LibreOffice/ based on LibreOffice Technology". It is a very odd way to call LibreOffice Online, a project that was promoted as under TDF's umbrella, which I was under the impression I was supposed to promote as much as LibreOffice but if that's the reading then I guess I was, as LibreOffice Online doesn't exist anymore, guilty as charged and I'll have to be careful on how much I promote LibreOffice so that I don't get accused of having personal interests on that as well.
As I've been notified of the investigation the 09/09/2022, nearly 2 years after LibreOffice Online stopped receiving updates from one of the major contributors and other volunteers, it is has been made clear the desire of the majority of the board of making our CoI policy retroactive and that it is its will to determine past personal interests and conflict of interests.
Since the, unfortunately, the same directors refrained to apply the same methodology to themselves and other directors.
As doubts have been raised, not only within the board but also from members of the board of trustees for a quite a while, I'm sure our chairman will call for the application of the same methodology and retroactivity for the collection of evidences that was applied to myself and fully evaluate in a transparent, impartial and objective way if there are and were undeclared personal interests and actual conflict of interests.
It is an act of transparency and continuity with its past decisions for which the whole board will surely want to show its immediate commitment.
Cheers, -- Thorsten
Ciao Paolo -- Paolo Vecchi - Member of the Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details:https://www.documentfoundation.org/imprint
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