Conflict of Interest Policy

PURPOSE AND SCOPE

I. This conflict of interest policy is designed to help directors, officers, employees and volunteers of the Canadian Club (the Club) identify situations that present potential conflicts of interest and to provide the Club with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in Club operations.

CONFLICT DEFINITION

A person with a conflict of interest is referred to as an ‘interested person’. For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:

A director, officer, employee or volunteer, including a board member (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with the Canadian Club for goods or services.
A director, officer, employee or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between the Club and an entity in which the director, officer, employee or volunteer, or a family member of the foregoing, is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
A director, officer, employee or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with the Club.
A director, officer, employee of volunteer, (or a family member of the foregoing) is not deemed to be in conflict if their participation in organizing an event, sponsorship or assistance with other needs of the Club provides no actual or chance for monetary gain.

Other situations may create the appearance of a conflict, or present a duality of interests in connection with a person who has influence over the activities or finances of the Club. All such circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the Club are not compromised by the personal interests of stakeholders in the Club.

Gifts, Gratuities and Entertainment. Accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of the Club.

DEFINITION OF TERMS

A “Conflict of Interest” is any circumstance described above.
An “Interested Person” is any person serving as an officer, employee or member of the Board of Directors of the Club, or anyone else who is in a position of control over the Club who has a personal interest that is in conflict with the interests of the Club.
A “Family Member” is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
A “Material Financial Interest” in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person’s or Family Member’s judgment with respect to transactions to which the entity is a party.
A “Contract or Transaction” is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization.

PROCEDURES

Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote.
The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting.
Interested Persons who are not members of the Board of Directors of the Club, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the President, or the President’s designee, any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect the Club’s participation in such Contract or Transaction.

In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the President or the President’s designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy. +=

COMPLIANCE & REVIEW

Each director, officer, employee and volunteer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so. This policy shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated to all staff and volunteers

Violations of this Policy by a director or officer, may constitute grounds for dismissal at the 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 or volunteer may constitute grounds for dismissal at the discretion of the ED upon the advice of the Board. Disclosure should be made at the earliest date possible, preferably in writing.

The Conflict of Interest Policy will be reviewed at least every three years, by the Governance Committee. Recommended changes will be approved by the Board of Directors.