Hi all,Simon said that he blocks my emails so his answer unfortunately misses some, I believe, easy to understand concepts I tried to explain previously. It would be great if someone notified him about potentially useful information so that we don't have to go around in circles stating the same things again.
On 22/10/2022 19:36, Simon Phipps wrote:
Hi!
On Sat, Oct 22, 2022 at 5:50 PM Andreas Mantke <ma...@gmx.de> wrote:
If there is only the chance of a _possible_ CoI in front of a
discussion/decision/process the ones with such a possible CoI has to
leave the meeting (You could get that really clear from the above
European Commission document).
All the directors present in the meeting gave useful information
relating to their interests, which everyone present took into account.
I actually had to remind some to think harder about their personal interests and finally a half declaration came out also from them.
They each personally judged that they did not cause an actual or apparent conflict.
Unfortunately the chairman forgot to check also for personal interests related to LOOL/COOL as the investigation about personal interests on LOOL was in the agenda and apparently none of the board member personally judged that being affiliated with the vendor of LOOL's fork or a reseller of it could lead to an actual or perceived conflict.
There was no indication of any conflict with the business of the meeting arising from those interests (for example, Thorsten's "interest" was having published LibreOffice Vanilla on behalf of the Foundation in the past).
The rebranded app is still there but we have been told that his company is not selling it at present. Both Cor and Jan declared an interest, after being pushed for it, only in relation to the Apple store but failed to do the same for the Microsoft store.
The business of the meeting proceeded and consensus was reached. This is the normal way business is conducted everywhere.
It seems others remove actual and perceived CoIs more transparently and efficiently:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html
Taking the position you are describing would lead to obviously unreasonable outcomes for a community such as ours. For example (and to get away from the usual suspects), as the owner of a successful cloud hosting business that apparently deploys NextCloud and OwnCloud for clients, using your logic Paolo Vecchi should have removed himself from any and all conversations about LibreOffice Online and take no part in any future discussion about them, as he clearly has a related interest. I am not expecting that; are you?
Why do you make it look like you don't know I'm actually under investigation for potential personal interests in regards to LibreOffice Online? You even supported our chairman in censoring me and remove my right to be heard in public:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01007.htmlI agree that it was appalling to see the chairman imposing a censorship on the discussion and wanting to deal with it in secret. Our chairman falsely stated that there were legal element in the board reply to my defence while there were clearly none and that's not a behaviour we expect from a chairman.
Some might have the impression that this is a retaliatory action against my demands for transparency and clear interest declarations from board members but I welcome the investigation as it has at least opened up the discussion.
It would be great to actually investigate all directors in public and clarify what personal interests could become conflicts of interest so that we clear out all doubts.
We are a community-of-interest and we can expect many people to have interests to declare in our work - and not just arising from employment.
Yes that's correct and in some cases people have to choose between a personal interest or a job as it happens in some institutions.
The Board needs to know and understand each director's interest, and directors need to make realistic and honest decisions about when they are unable to participate due to an actual conflict
That's what the whole process of writing a CoI Policy was also about. Article 8 of our statutes has always been there, some stated that they always worked as if we already had a CoI Policy, but it seems some didn't have a clear idea of how to recognise when their actions and decision would be perceived as being tainted by a conflict of interest.
It is a decision for each individual and we have to trust each other that is being made.
Actually, no. Trust is OK but verifying is better IMHO.As a director I have fiduciary duties and liabilities so I hope you don't mind if I choose who I want to trust and base my decisions on information supported by evidence.
IIRC in the past a director had to apologise to the members for taking for granted what a deputy director told him (tdf-internal 16/03/2020 as a reminder but it's public knowledge) so it's better to check things out properly.
So it's clear that now that the rules are getting clearer that if someone forgets to list their personal interests then he/she has to be reminded about it.
It is inappropriate and harrassing for people to continually raise the subject. Accusations of breach of trust (which means alleging either a failure to disclose an interest or persisting in a decision process in spite of an unresolved conflict of declared interests) are very serious and should be the rare exception, not the constantly-repeated refrain of every meeting as they are now. It really is time for this to stop - it undermines trust and poisons discussion.
Should I then complain publicly that I feel harassed because I'm being investigated?
I found it silly at the beginning as I wondered how I could have a CoI in regards to LOOL but it has been a very good opportunity to bring the issue back on the table. That allowed me to get also other directors to learn how to declare their interests and, hopefully in future, to act accordingly. It seems we are at the very beginning of the process but I expect improvements, proper declarations and recusals in regards to each item being discussed.
What still needs to be clarified is the temporal applicability of the CoI Policy.
The common understanding is that a Policy applies from the date it is enacted but our chairman set a precedent with the investigation he's leading by using a personal interests declaration I sent to the board the 04/08/2020, which IIRC is the only one ever made by a member of the board, while the CoI Policy for the BoD has been published a year later.
The chairman is aware of the issue but decided to carry on regardless.I don't mind if this is going to be accepted as the new rule and I'm sure nobody will feel harassed if their past votes or influences on decisions will be evaluated to remove doubts about potential overlapping loyalties and/or personal interests. As the ongoing investigation is related to past actions of a deputy director I guess that re-evaluations should not be limited to directors.
I work in this subject area fairly often and I wrote an informal article a while ago on the subject that may help; see https://minkiver.se/~/WebminkInDraft/Trusting-Charity-Directors
I read the article with attention and I found it misleading as it is only marginally applicable to a foundation that is regulated by German charitable laws and it omits clear responsibility and liability that directors have to respond to.
I'm not familiar with the laws regulating "US 501(c)(3) organisations", which are those that are taken in consideration in the article, so I did a bit of research and found interesting articles showing that also in the US being a director of a foundation requires much more than sending out a +1 every so often based on trusting that the chairman or a fellow member of the board did their homework.
If you want to mention how US 501(c)(3) organisations are run then you should take in consideration other aspects:
https://www.lorman.com/resources/501-c-3-organizations-role-of-the-board-and-fiduciary-duties-17369I'm sure it would be a lot easier for directors to trust each others and for the members to trust the board if we carried on with the work I started in regards to adding clear and easy to understand fiduciary duties to our RoP and get all directors and deputies to stick to them:
https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5LThe article mentioned above contains additional useful information which could help directors in doing their job better and make sure they are aligned not only with the various regulations but also to avoid doubts about whose interests they are promoting.
Cheers Simon -- *Simon Phipps* /TDF Trustee/
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
OpenPGP_signature
Description: OpenPGP digital signature
