1. Policy Objective
To avoid conflicts of interest and the appearance of conflicts of interest between Chamber directors, officers and employees and the Chamber and by doing so, to protect and enhance the Chamber’s credibility.
2. Policy Directive
Chamber directors, officers and employees must not allow personal interests to compete with those of the Chamber or to come into consideration in any matter in which the interests of the Chamber are involved.
3. What Constitutes a Conflict of Interest?
A conflict of interest occurs when the personal interests of a director, officer or employee become confused or apparently confused with those of the Chamber. If one has to ask whether a conflict of interest exists, one must assume that either a real conflict exists or at the least, the appearance of conflict exists.
No Chamber of Commerce director, officer, or employee shall:
- Vote or attempt to influence the vote on any question in which he/she has a special and personal interest distinct from that of the community in general, whether the interest is financial or otherwise.
- Vote or attempt to influence the vote on any matter in relation to which there is a reasonable probability that he/she is likely to be seen to be biased because of a personal interest in the matter.
- Vote or attempt to influence the vote on any question affecting the dealings or contracts between the Chamber and any company, business, mutual insurance company, incorporated society, association or credit union of which he/she is a shareholder or member, or an officer or employee.
- Receive any commission or other remuneration based on a contract or dealing between a company or enterprise, in which he/she is a shareholder or participant, and the Chamber, except after making full disclosure and after receiving written consent of the Board of directors (the “Board”).
- Directly or indirectly have an interest in any contract, subcontract or dealings with the Chamber or any agent or contractor of the Chamber, except after making full disclosure and after receiving written consent of the Board.
- Act as an agent or promote the interests of any third party with respect to any project which is submitted to the Chamber for review and approval.
- Use his/her office to promote any action, resolution or vote to promote his/her private advantage, or some other favoured person.
- Receive directly or indirectly, any remuneration or payment from the Chamber, except as is lawfully the result of his/her office or employment.
- Realize any profit or personal advantage personally or for some other favoured person by the use of information obtained through his/her office or employment with the Chamber, if such information is not generally available to the public at the time the profit or advantage was obtained, and this prohibition extends to cover:
- profits from any transaction with the Chamber;
- profits acquired as a result of some Chamber action which was actively encouraged by the member or employee;
- the making of any investment in circumstances where the information about the investment is acquired by virtue of the office or employment; and
- the taking of or divesting of one’s self of any property or business opportunity belonging to the Chamber or being negotiated on behalf of the Chamber.
- Allow himself/herself to be counted as one of the members present for the purpose of establishing a quorum for any meeting where a bias could be seen to arise from a personal interest (a personal interest is also seen to arise where a family member or a business with which he/she is associated, or a company of which he/she is a shareholder, has an interest).
5. Duty to Disclose
- Every Chamber of Commerce director, officer, or employee must fully disclose any interest, whether direct or indirect, he/she has in any matter or transaction which is or may be affected by the decisions of the Chamber.
- Disclosure must be made in detail to the Chair of the Board who will advise the Board at the next monthly meeting or if the Chair deems it necessary, at a special meeting of the Board. Both the Chair and the disclosing person shall make their own notes on any private discussions between them.
- Disclosure must be made in as much detail as the person possesses at the time and immediately upon the person having an initial concern that a conflict of interest may exist. Such a person must not vote or engage in discussion, or be present if a matter being discussed or voted upon, is the subject of the potential or real conflict.
- The credibility and effectiveness of the Thunder Bay Chamber of Commerce depends on public perception. It is as important to avoid appearances of a conflict as it is to avoid a real conflict of interest. It is therefore important for a director, officer or employee to disclose any possibility that a conflict of interest “may” exist. The appearance of integrity is almost as important as integrity itself.
6. Board Procedure
- The Board, upon a potential or real conflict being raised at a Board Meeting by the Chair of the Board, member or employee, shall allow the person with the possible conflict a reasonable amount of time to present the facts and issues, and to answer questions from the Board. Detailed minutes must be kept.
- After the person who has raised the issue of a conflict has completed a presentation and has answered all questions asked, that person must leave the room and the Board must make a ruling in the form of a resolution. Such a ruling is up to the judgment and creativity of the Board, but the Board should consider the following options:
- set the matter over until more information is obtained;
- restrict the person from participating in any discussion or voting on the subject matter of the conflict;
- recommend action to eliminate a real conflict or to eliminate the appearance of a conflict;
- require the person to resign as director or employee;
- pass a resolution that no conflict of interest exists;
- pass a resolution that although the appearance of a conflict may exist for a limited number of people in the community, the person has done everything reasonably possible to avoid a real conflict including full disclosure to the Board.
7. Duty of Individual Directors
- In addition to the duties outlined above, each director must report to the Chair of the Board any apparent transgression of the Guidelines by a director, officer or employee. Directors also have the option to express their concerns to the person who may be in conflict and to suggest that that person make disclosure to the Chair of the Board directly and immediately.
- Directors must report to the Chair of the Board any accusation made by any non-Board person in regards to a possible conflict of interest between a director, officer or employee and the Chamber.
A director, officer, or employee may appeal the decision of the Board in writing until the expiry of five full days from the day that person is notified by the Board of the ruling. Such appeal must be heard by a tripartite panel which is appointed by general resolution of the Board and which is constituted by three persons who are not members of the Board.
Together, we are the catalyst for a stronger business community.
To position business to grow and prosper together.