Hi Cor and all,
On 29/03/2023 15:58, Cor Nouws wrote:
Hi Andreas,
Andreas Mantke wrote on 29/03/2023 12:04:
7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)
Thorsten and Gabor declared a personal interest on the above topics (see
above). I ask if they both attended the call and the discussion during
this three topics of the private part of the meeting. Who lead the
meeting as chair during this three topics?
A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.
Just a comment about the last statement as I believe we discussed the
matter extensively within the board and also on board discuss:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html
In previous discussions I took as an example the "Code of Conduct for
the Members of the European Commission" (not to be confused with our use
of Code of Conduct) as IMHO is the standard we should aim at in regard
to the first 7 articles.
There we can read (Art. 2(6)): " A conflict of interest arises where
a personal interest may influence the independent performance of their
duties. ..."
and then: "Members shall recuse themselves from any decision or
instruction of a file and from any participation in a discussion, debate
or vote in relation to a matter that falls under Article 2(6)."
It is very simple and clear.
Some argued that TDF is not an EU institution but that should not stop
us to aim for very high standards in demonstrating independence,
objectivity and impartiality when performing our duties.
Taking in consideration the various interests within the community of
course a member of the board that has declared a personal interest can
put on the table a detailed proposal but then he/she should stay
completely out of of the discussion and refrain from influencing in any
way the decision process.
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.
Just like a supplier, after having presented a quote for
services/products then only those that have no personal interests on the
matter should be present and discuss the merits of the proposal and ask
questions if necessary.
If the "supplier" has reasons to object on the decision then naturally
the non conflicted members will would discuss the merits of the
objections separately.
It might seem convoluted but that's, IMHO, a good way to have all the
opinions heard while taking decisions in an independent, impartial and
objective way which shouldn't lead to perceived or actual conflict of
interests.
Those that still don't have made their mind up in regards to what
conflict of interests are, and how affect also the private sector, will
find this document very useful:
https://www.agence-francaise-anticorruption.gouv.fr/files/files/AFA_Guide_conflits%20interets_EN_juin%202022.pdf
It contains quite a few examples/definitions which could help us in
having a common understanding of personal interests, conflict of
interests and how to deal with them leading by example from within the
board.
Dealing with perceived conflict of interests is a team effort:
"Importantly, a conflict of interest exists even where the conflict in
question is merely apparent, since the individual in question is neither
required nor expected to be able to judge situations in which they are
involved with an impartial, objective and independent eye."
So when someone spots a potential issue it is good that the board is
notified so that we can review our decisions and improve our processes.
Then: "In order to shield themselves against conflict-of-interest risk,
organisations must widen their prevention measures beyond actual
conflicts of interest to include apparent conflicts of interest, which
can also harm their image and erode trust."
That's absolutely true and seeing yet another notification of perceived
impropriety it's a signal that we need to further improve on our
transparency, processes and a common understanding of how to deal with
personal interests so that we provide no reasons for doubts.
Further question: why didn't declare Cor also a personal interest about
this three topics?
Sorry if it is not there. IIRC I said the same applied for me - as is
usually the case - so my name should be there in the minutes too.
Cheers,
Cor
Ciao
Paolo
--
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
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