CONFLICT OF INTEREST POLICY

 

1. PURPOSE

1.1  The Alternative Dispute Resolution Institute of Canada (“ADRIC”) is committed to fulfilling its mission with integrity and accountability.

1.2  The purpose of this Policy is to help Representatives of ADRIC identify situations in which their interests are, or are perceived to be, in conflict with the interests of ADRIC and provide a procedure to appropriately manage conflicts of interest in accordance with the values of integrity and accountability.

1.3  Because ADRIC is a Federation of Regional Affiliate associations, many Directors and Committee members will have interests in their own Affiliate association, as well as ADRIC. In recognition of ADRIC’s core value of collaboration, ADRIC’s goal is to strengthen Affiliate associations, along with ADRIC. Therefore, this Policy will limit where a Director or Committee member must declare a Conflict of Interest in relation to Affiliate associations as set out in section 2.1(a) below.

 

2. DEFINITIONS

2.1  In this Policy, the following terms have the following meanings:

• • “Conflict of Interest” means any situation in which a Representative’s decision-making, which should always be in the best interests of ADRIC, is influenced or could be perceived to be influenced by pecuniary or non-pecuniary interests. In recognition of the considerations discussed in Section 1.3 of the Policy, Conflicts of Interests related to Affiliate Associations will be limited to:
  • Issues where there is an actual or reasonable perception that there will be a direct financial gain or benefit to the Affiliate association;
  • Issues where there is an actual or reasonable perception that an Affiliate association could be seen as getting preferential treatment;
  • Issues where ADRIC’s direction will conflict with the interests of the member association
  • “Pecuniary Interest” means an interest that an individual may have in a matter because of the reasonable likelihood or expectation of financial gain or loss for that individual, or another person with whom that individual is associated.
  • “Non-Pecuniary Interest” means an interest that an individual may have in a matter which may involve family relationships, friendships, volunteer positions, or other interests that do not involve the potential for financial gain or loss.
  • “Representatives” mean individuals employed by, or engaged in volunteer activities on behalf of ADRIC, including but not limited to: Directors, Committee members, and employees.

 

3. DISCLOSURE OBLIGATIONS

3.1  Disclosures of Conflict of Interest will be included as an item on the agenda of all meetings of the ADRIC Board of Directors and/or Committees of ADRIC.

3.2  Disclosure Obligations and Procedure for Directors:

• • Where a Conflict of Interest may arise or has arisen, or where it is believed that an actual or perceived conflict of interest may exist, the Director shall fully disclose any conflict of interest to the Board of Directors.
  • Disclosure shall be made in writing. Disclosure made at a meeting of the Board of Directors and recorded in the minutes of the meeting shall be deemed to have been made in writing.
  • On an annual basis, all Directors will complete a written statement disclosing any real or perceived Conflict of Interest they may have.

3.3  Disclosure Procedure for Committee members:

• • Where a Conflict of Interest may arise or has arisen, or where it is believed that an actual or perceived Conflict of Interest may exist, the Committee member shall fully disclose any Conflict of Interest to the Committee Chair. In the case of the Committee Chair, disclosure shall be made to the President of the Board.
  • Disclosure shall be made in writing.

3.4  Disclosure Procedures for Employees

• • Where a Conflict of Interest may arise or has arisen, or where it is believed that an actual or perceived may exist, the Employee shall fully disclose the Conflict of Interest to the Executive Director. In the case of the Executive Director, disclosure shall be made to the President of the Board.
  • Disclosure shall be made in writing.

3.5  When a Representative proactively discloses a Conflict of Interest in a matter, ADRIC will ensure that:

• • The nature and extent of the Representative’s interest has been fully disclosed and this disclosure is recorded or noted;
  • The Representative does not participate in discussion on the matter;
  • The Representative abstains from voting on the decision;
  • For Board-level decisions, the Representative does not count toward quorum; and
  • The decision is confirmed to be in the best interests of ADRIC.

3.6  For Conflict of Interest involving employees, the Executive Director of ADRIC will determine whether there is a conflict of interest and, if one exists, the employee will cease the activity giving rise to the Conflict of Interest.

 

4. CONFLICT OF INTEREST COMPLAINTS AND ENFORCEMENT

4.1  Any individual who believes that a Representative may be in a Conflict of Interest can submit a complaint in writing to the Chair of ADRIC’s Governance Committee. Upon receipt of a complaint, the Chair of ADRIC’s Governance Committee will appoint a panel comprised of three (3) Governance Committee members (which may include the Chair) to decide whether a Conflict of Interest exists and, if a Conflict of Interest is determined to exist, take appropriate measures to address the Conflict of Interest.

4.2  The panel’s decision as to whether or not a Conflict of Interest exists will be governed by the following procedures:

• • The Representative alleged to be in a Conflict of Interest will be provided with a copy of the written complaint and an opportunity to respond to the complaint in writing; and
  • The decision will be by majority vote by the panel.

4.3  Where a Conflict of Interest is determined to exist, the panel will take appropriate measures to deal with the Conflict of Interest, including the following actions, singularly or in combination:

• • Removal or temporary suspension of certain responsibilities or decision-making authority;
  • Removal or temporary suspension from a position;
  • Removal or temporary suspension from certain meetings, Committees, and/or activities;
  • Expulsion from the organization;
  • Other actions as may be considered appropriate for the real or perceived conflict of interest.